HCA in $3 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 billion of senior notes, consisting of $1 billion of 4.7% senior notes due 2031, $750 million of 5% senior notes due 2033, and $1.25 billion of 5.3% senior notes due 2036.

The notes are guaranteed on a senior unsecured basis by HCA. The transaction priced on April 27, 2026, and closed on April 30, 2026.

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 5.25% senior notes due June 2026 and the $1 billion outstanding aggregate principal amount of HCA Inc.’s 5.375% senior notes due September 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 March 31, 2026, HCA operated 189 hospitals, 119 freestanding surgery centers, and 30 freestanding endoscopy centers across 19 states throughout the United States and in England.

The Cleary corporate team included partner Helena Grannis, capital markets attorney Nina Bell, and associates Sophie Low and Julian Vleeschhouwer. Partner Matt Brigham and associate Julia Huang advised on tax matters, with support from law clerk Seth Stancroff.