HCA in $3.25 Billion Offering

Cleary Gottlieb represented HCA Healthcare, Inc. (HCA) in a registered offering (through its wholly owned subsidiary, HCA Inc.) of a total of $3.25 billion of senior notes, consisting of $500 million of 4.3% senior notes due 2030, $1 billion of 4.6% senior notes due 2032, $1 billion of 4.9% senior notes due 2035, and $700 million of 5.7% senior notes due 2055.

The notes are guaranteed on a senior unsecured basis by HCA. The transaction priced on October 27, 2025, and closed on October 31, 2025.

HCA intends to use the net proceeds from this offering for the redemption of all of the $1.5 billion outstanding aggregate principal amount of HCA Inc.’s 5.875% senior notes due 2026 and for general corporate purposes, which may include the repayment of outstanding borrowings under HCA Inc.’s $4 billion commercial paper program.

HCA is one of the leading health care services companies 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. As of September 30, 2025, HCA operated 191 hospitals, 123 freestanding surgery centers, and 29 freestanding endoscopy centers across 20 states throughout the United States and in England.