HCA in $2.35 Billion Offering

June 30, 2021

Cleary Gottlieb represented HCA Healthcare Inc. (HCA) in a registered offering (through its wholly owned subsidiary HCA Inc.) of a total of $2.35 billion of senior secured notes, consisting of $850 million of 2.375% senior secured notes due 2031 and $1.5 billion of 3.5% senior secured notes due 2051.

The notes are guaranteed on a senior unsecured basis by the issuer’s parent guarantor and on a senior secured basis by the issuer’s subsidiary guarantors. The notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. The transactions priced on June 21, 2021, and closed on June 30, 2021. HCA intends to use a combination of cash and the proceeds of the offering to repay all of its outstanding $1.46 billion senior secured term loan B-12 facility and $1.13 billion senior secured term loan B-13 facility, and for general corporate purposes.

HCA is the largest nongovernmental hospital operator in the United States and a leading comprehensive, integrated provider of health care and related services. HCA provides these services through a network of acute care hospitals, outpatient facilities, clinics, and other patient care delivery settings, and currently operates 185 hospitals and 121 freestanding surgery centers across 20 states throughout the United States and in England.