HCA Inc. (NYSE: HCA) announced today the final results of its modified
"Dutch" auction tender offer to purchase up to 61,000,000 shares of the
company's common stock, which expired at 5:00 p.m., New York City time,
on November 11, 2004.
Based on the final count by National City Bank, the depositary for the
tender offer, approximately 62,025,889 shares of common stock were
properly tendered and not withdrawn at a price at or below $39.75 per
share, including shares that were tendered through notice of guaranteed
delivery. As previously disclosed, HCA intends to exercise its right to
purchase additional shares of common stock without extending the tender
offer in accordance with applicable securities laws. Accordingly, HCA
has accepted for payment an aggregate of approximately 62,025,889 shares
at a purchase price of $39.75 per share. Because HCA has accepted all of
the shares tendered at or below the $39.75 per share purchase price,
there will not be any proration of shares accepted for payment. The
shares accepted for purchase by the Company represent approximately 13%
of the Company's outstanding shares of common stock. Payment for the
shares accepted for purchase, and return of all other shares tendered,
will be done promptly by the depositary. As a result of completing the
tender offer, HCA has approximately 421,219,411 shares of common stock
outstanding and approximately $35.5 million remaining under its
$2,501,000,000 share repurchase authorization. Accordingly, HCA may
purchase up to $35.5 million of additional shares of its common stock in
open market or other transactions. However, consistent with applicable
securities laws, HCA will not purchase its shares, other than pursuant
to the tender offer, until at least 10 business days after the
expiration date of the tender offer.
HCA will finance the tender offer by borrowing approximately $1.25
billion under its revolving credit and term loan facilities and by
borrowing $1.25 billion under its short-term loan facility. We
anticipate that the amounts borrowed under the revolving credit facility
will initially bear interest at a floating rate equal to 1-month LIBOR
plus 0.800% (or approximately 2.93% as of the date hereof). The amounts
previously borrowed under the related term loan facility currently bear
interest at a floating rate equal to 1-month LIBOR plus 1.000% (or
approximately 3.13% as of the date hereof). The amounts anticipated to
be borrowed under the short-term loan facility are expected to be repaid
on November 19, 2004 with the net proceeds of a public debt offering of
$500,000,000 principal amount of 5.500% notes due in 2009, $750,000,000
principal amount of 6.375% notes due in 2015 and with cash on hand.
Jack O. Bovender, Jr., HCA Chairman and CEO, commented, "I am very
pleased with the success of the tender offer. The tender offer provided
the Company with an opportunity to deliver value to participating
shareholders while increasing the proportional ownership of our
non-tendering shareholders."
The lead dealer manager for the tender offer was Merrill Lynch & Co. and
the dealer manager for the tender offer was JPMorgan. The information
agent for the tender offer was Georgeson Shareholder Communications, Inc.
This does not constitute an offer of any securities for sale.
Cautionary Note Regarding 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 (i) the
increased leverage resulting from the financing of the tender offer,
(ii) increases in the amount and risk of collectability of uninsured
accounts and deductibles and copay amounts for insured accounts, (iii)
the ability to achieve operating and financial targets, achieve expected
levels of patient volumes and control the costs of providing services,
(iv) the highly competitive nature of the health care business, (v) the
efforts of insurers, health care providers and others to contain health
care costs, (vi) possible changes in the Medicare and Medicaid programs
that may impact reimbursements to health care providers and insurers,
(vii) the ability to attract and retain qualified management and other
personnel, including affiliated physicians, nurses and medical support
personnel, (viii) potential liabilities and other claims that may be
asserted against the Company, (ix) fluctuations in the market value of
the Company's common stock, (x) the impact of the Company's charity care
and self-pay discounting policy changes, (xi) changes in accounting
practices, (xii) changes in general economic conditions, (xiii) future
divestitures which may result in charges, (xiv) changes in revenue mix
and the ability to enter into and renew managed care provider
arrangements on acceptable terms, (xv) the availability and terms of
capital to fund the expansion of the Company's business, (xvi) changes
in business strategy or development plans, (xvii) delays in receiving
payments for services provided, (xviii) the possible enactment of
Federal or state health care reform, (xix) the outcome of pending and
any future tax audits, appeals and litigation associated with the
Company's tax positions, (xx) the outcome of the Company's continuing
efforts to monitor, maintain and comply with appropriate laws,
regulations, policies and procedures and the Company's corporate
integrity agreement with the government, (xxi) changes in Federal, state
or local regulations affecting the health care industry, (xxii) the
ability to successfully integrate the operations of Health Midwest,
(xxiii) the ability to develop and implement the payroll and human
resources information systems within the expected time and cost
projections and, upon implementation, to realize the expected benefits
and efficiencies, (xxiv) the continuing impact of the recent hurricanes
on the Company's Florida facilities and the ability to obtain recoveries
under the Company's insurance policies, and (xxv) other risk factors
detailed in the Company's filings with the SEC. Many of the factors that
will determine the Company's future results are beyond the ability of
the Company 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 management's views only as of the date hereof.
The Company undertakes 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. Notwithstanding any statement in this press release, the safe
harbor protections of the Private Securities Litigation Reform Act of
1995 do not apply to statements made in connection with a tender offer.
All references to "Company" and "HCA" as used throughout this document
refer to HCA Inc. and its affiliates.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this press release regarding HCA's business
which are not historical facts are "forward-looking statements" that
involve risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see "Risk Factors" in the
Company's Annual Report or Form 10-K for the most recently ended fiscal
year.
http://www.hcahealthcare.com
Investors, Mark Kimbrough, +1-615-344-2688, or
Media, Jeff Prescott, +1-615-344-5708,
both of HCA