Attached files
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EX-99.1 - EX-99.1 - HCA Healthcare, Inc. | g25187exv99w1.htm |
8-K - FORM 8-K - HCA Healthcare, Inc. | g25187e8vk.htm |
Exhibit 99.2
news | ||
FOR IMMEDIATE RELEASE | ||
INVESTOR CONTACT:
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MEDIA CONTACT: | |
Mark Kimbrough
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Ed Fishbough | |
615-344-2688
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615-344-2810 |
HCA Announces Offering of $1.525 Billion Senior Unsecured Notes
Nashville, Tenn., November 9, 2010 HCA Inc. today announced that HCA Holdings, Inc. (Holdings)
intends to offer $1.525 billion aggregate principal amount of senior unsecured notes due 2021 (the
Notes). Holdings is a Delaware corporation recently formed under the name HCA Subsidiary, Inc.
and a wholly owned subsidiary of HCA Inc. HCA Subsidiary, Inc., whose name will be changed to HCA
Holdings, Inc., was formed in connection with HCA Inc.s proposed corporate reorganization whereby,
upon the consummation thereof, HCA Inc. will become a wholly owned subsidiary of Holdings.
Holdings intends to use the net proceeds of the offering, together with borrowings by HCA Inc.
under its senior secured credit facilities, to make a distribution to Holdings stockholders and
optionholders and to pay related fees and expenses. The corporate reorganization is subject to the
receipt of certain regulatory approvals and, if these approvals are not received by the closing
date of the Notes offering, the net proceeds therefrom will be held in escrow until such time as
the corporate reorganization is completed and the conditions to release the funds from escrow have
been satisfied.
The Notes have not been registered under the Securities Act of 1933, as amended (the
Securities Act), and, unless so registered, may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under
the Securities Act.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements based on current management
expectations. Those forward-looking statements include all statements other than those made solely
with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual
results to differ materially from those expressed in any forward-looking statements. These factors
include, but are not limited to, (1) the ability to recognize the benefits of the recapitalization
described in our filings with the SEC, (2) the impact of the substantial indebtedness incurred to
finance the recapitalization and distributions and proposed distributions to stockholders and the
ability to refinance such indebtedness on acceptable terms, (3) the effects related to the
enactment of federal health care reform, the possible enactment of additional federal or state
health care reform and possible changes to health care reform and other federal, state or local
laws or regulations affecting the health care industry, (4) increases, particularly during periods
of economic slowdown, in the amount and risk of collectability of uninsured accounts and
deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and
financial targets, and attain expected levels of patient volumes and control the costs of providing
services, (6) possible changes in the Medicare, Medicaid and other state programs, including
Medicaid supplemental payments pursuant to upper payment limit (UPL) programs, that may impact
reimbursements to health care providers and insurers, (7) the highly competitive nature of the
health care business, (8) changes in revenue mix, including potential declines in the population
covered under managed care agreements and the ability to enter into and renew managed care provider
agreements on acceptable terms, (9) the efforts of insurers, health care providers and others to
contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and
comply with appropriate laws, regulations, policies and procedures, (11) increases in wages and the
ability to attract and retain qualified
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management and personnel, including affiliated physicians,
nurses and medical and technical support personnel, (12) the availability and terms of capital to
fund the expansion of our business and improvements to our existing facilities, (13) changes in
accounting practices, (14) changes in general economic conditions nationally and regionally in our
markets, (15) future divestitures which may result in charges and possible impairments of
long-lived assets, (16) changes in business strategy or development plans, (17) delays in receiving
payments for services provided, (18) the outcome of pending and any future tax audits, appeals and
litigation associated with our tax positions, (19) potential liabilities and other claims that may
be asserted against us, and (20) other risk factors described in our annual report on Form 10-K for
the year ended December 31, 2009 and other filings with the Securities and Exchange Commission.
Many of the factors that will determine our future results are beyond our ability to control or
predict. In light of the significant uncertainties inherent in the forward-looking statements
contained herein, readers should not place undue reliance on forward-looking statements, which
reflect managements views only as of the date hereof. We undertake no obligation to revise or
update any forward-looking statements, or to make any other forward-looking statements, whether as
a result of new information, future events or otherwise.