NASHVILLE, Tenn., March 7 /PRNewswire/ -- HCA Inc. announced today the final results for its debt tender offer to purchase up to $500 million of its debt securities specified in the table below. The tender offer expired at midnight, New York City time, on March 6, 2008. The tender offer was made on the terms and subject to the conditions set forth in the Offer to Purchase dated February 7, 2008 and the related Letter of Transmittal.
The table below identifies the principal amount of each series of
securities validly tendered in the tender offer and the principal amount of
each series of securities that HCA has accepted for purchase pursuant to
the tender offer, as well as the approximate pro-ration factor for each
series. The amounts of each series of securities to be purchased in the
tender offer were determined based on the aggregate principal amount of
each series of securities validly tendered and not validly withdrawn on or
before the expiration date, in accordance with the priorities identified in
the "Acceptance Priority Level" column in the table below and subject to
the maximum tender offer amount of $500 million and the maximum tender cap
of $200 million applicable to the 8.750% Notes due 2010.
Based on the aggregate principal amount of securities tendered on or before the expiration date and the terms of the tender offer, HCA will purchase (i) $200,000,000 aggregate principal amount of the 8.750% Notes due 2010 validly tendered and not validly withdrawn, which represents a pro-ration factor of approximately 61.9 percent, (ii) $202,499,000 aggregate principal amount of the 7.875% Notes due 2011 validly tendered and not validly withdrawn, which represents a pro-ration factor of approximately 80.0 percent and (iii) $97,501,000 aggregate principal amount of the 6.950% Notes due 2012 validly tendered and not validly withdrawn, which represents a pro-ration factor of approximately 80.0 percent. The applicable total consideration or tender offer consideration for the securities accepted for purchase, as the case may be, plus accrued and unpaid interest is expected to be paid by HCA on March 11, 2008 in accordance with the terms of the tender offer. Notes that have been tendered but not accepted will be promptly returned to the tendering parties.
CUSIP Number Title of Security the Tender Offer Maximum Tender Cap
404119AA7 8.750% Notes due 2010 $691,170,000 $200,000,000
404119AC3 7.875% Notes due 2011 $475,820,000 --
404119AE9 6.950% Notes due 2012 $500,000,000 --
Acceptance Aggregate Principal Approximate
Priority Principal Amount Accepted Pro-ration
Level Amount Tendered for Purchase Factor
1 $322,871,000 $200,000,000 61.9%
2 $253,077,000 $202,499,000 80.0%
2 $121,856,000 $97,501,000 80.0%
Citi served as dealer manager for the tender offer. Global Bondholders Services Corporation served as the information agent and depositary for the tender offer.
The tender offer has been made only by the Offer to Purchase and the related Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the tender offer should contact Citi at (800) 558-3745 (toll-free) or (212) 723- 6106 (collect).
About HCA Inc.
HCA Inc. is the nation's leading provider of healthcare services. As of December 31, 2007, we operated 169 hospitals and 108 freestanding surgery centers in 20 states and England (including eight hospitals and nine freestanding surgery centers operated through equity method joint ventures) and had approximately 186,000 employees. For the year ended December 31, 2007, we generated revenues of $26.858 billion and net income of $874 million.
This press release contains "forward-looking statements" which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words like "may", "believe", "will", "expect", "intend", "project", "estimate", "anticipate", "plan", "initiative" or "continue." These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of operations. These factors include, but are not limited to, (1) the ability to recognize the benefits of the recapitalization of the Company (the "Recapitalization") described in the Company's reports filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (2) the impact of the substantial indebtedness incurred to finance the Recapitalization, (3) increases in the amount and risk of collectibility of uninsured accounts and deductibles and copayment amounts for insured accounts, (4) the ability to achieve operating and financial targets, and attain expected levels of patient volumes and control the costs of providing services, (5) possible changes in the Medicare, Medicaid and other state programs, including Medicaid supplemental payments pursuant to upper payment limit programs, that may impact reimbursements to health care providers and insurers, (6) the highly competitive nature of the health care business, (7) changes in revenue mix and the ability to enter into and renew managed care provider agreements on acceptable terms, (8) the efforts of insurers, health care providers and others to contain health care costs, (9) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures and our Corporate Integrity Agreement with the government, (10) changes in federal, state or local laws or regulations affecting the health care industry, (11) increases in wages and the ability to attract and retain qualified management and personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the possible enactment of federal or state health care reform, (13) the availability and terms of capital to fund the expansion of our business and improvements to our existing facilities, (14) changes in accounting practices, (15) changes in general economic conditions nationally and regionally in our markets, (16) future divestitures which may result in charges, (17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome of pending and any future tax audits, appeals and litigation associated with our tax positions, (20) potential liabilities and other claims that may be asserted against us, (21) our ability to complete the tender offer and reduce interest expense and (22) other risk factors described in our Exchange Act reports and other filings with the Commission. As a consequence, current plans, anticipated actions and future financial position and results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. You are cautioned not to unduly rely on such forward-looking statements.
|SOURCE HCA Inc.|
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