HCA in $6.5 Billion Offering

Cleary Gottlieb represented HCA Healthcare Inc. (HCA) in a registered offering (through its wholly owned subsidiary, HCA Inc.) of a total of $6.5 billion of senior notes, consisting of $500 million of 5.2% senior notes due 2028, $300 million of floating-rate senior notes due 2028, $1 billion of 5.35% senior notes due 2029, $1.25 billion of 5.5% senior notes due 2031, $1.2 billion of 5.75% senior notes due 2033, $1.5 billion of 6% senior notes due 2036, and $750 million of 6.5% senior notes due 2056.

The notes are guaranteed on a senior unsecured basis by HCA. The transaction priced on November 2, 2026, and closed on November 5, 2026.

HCA intends to use the net proceeds from this offering for general corporate purposes, including the redemption of all of the $1.2 billion outstanding aggregate principal amount of HCA Inc.’s 4.5% senior notes due 2027, the repayment of outstanding borrowings under HCA Inc.’s $8 billion commercial paper program and the repayment of any outstanding borrowings under HCA Inc.’s senior unsecured credit facility.

HCA is one of the leading healthcare services companies in the United States and a leading comprehensive, integrated provider of healthcare, 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, 2026, HCA operated 189 hospitals, 117 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; associates Jonathan Povilonis, Sophie Low, and Julian Vleeschhouwer; and law clerk Kaitlyn Seese. Partner Matthew Brigham advised on tax matters, with support from law clerk Seth Stancroff. Partner Liz Dyer advised on ERISA matters.