HCA Inc. (NYSE: HCA) today announced the completion of a merger in which
HCA has been acquired by a private investor group including affiliates
of Bain Capital, Kohlberg Kravis Roberts & Co. and Merrill Lynch Global
Private Equity, HCA founder Dr. Thomas F. Frist, Jr. and HCA management.
HCA announced on July 24, 2006 a definitive merger agreement with the
investor group which called for HCA shareholders to receive $51 in cash,
without interest, for each share of HCA common stock held. The total
transaction is valued at approximately $33 billion, including the
assumption or repayment of approximately $11.7 billion of debt.
"We are very pleased to partner with a group of experienced investors
who share our commitment to maintaining HCA's 'patients first' culture
by continuing to focus on quality care and investing substantial
resources into our facilities," said Jack O. Bovender, Jr., Chairman and
Chief Executive Officer of HCA. "We believe this provides a good return
to our shareholders and effectively positions our company for continued
growth and success."
HCA common stock will cease trading on the New York Stock Exchange at
market close on November 17, 2006, and will no longer be listed.
Shareholders of HCA who possess stock certificates will receive
instructions and a letter of transmittal by mail from National City
Bank, the paying agent, concerning how and where to forward their
certificates for payment. For shares held in "street name" by a broker,
bank or other nominee shareholders will not need to take any action to
have shares converted into cash, as this will be done by the broker,
bank or other nominee. Questions about the deposit of merger proceeds
should be directed to the appropriate broker, bank or other nominee.
About HCA
HCA Inc. is a holding company whose affiliates own and operate hospitals
and related health care entities. The term "affiliates" includes direct
and indirect subsidiaries of HCA Inc. and partnerships and joint
ventures in which such subsidiaries are partners. At September 30, 2006,
these affiliates owned and operated 172 hospitals, 95 freestanding
surgery centers and facilities which provided extensive outpatient and
ancillary services. Affiliates of HCA Inc. are also partners in joint
ventures that own and operate seven hospitals and nine freestanding
surgery centers which are accounted for using the equity method. The
Company's facilities are located in 21 states, England and Switzerland.
About Bain Capital
Bain Capital is one of the world's leading private investment firms,
with over 20 years of experience in management buyouts, and offices in
Boston, New York, London, Munich, Hong Kong, Shanghai and Tokyo. For
more information, visit www.baincapital.com.
About KKR
KKR is one of the world's oldest and most experienced private equity
firms specializing in management buyouts, with offices in New York,
Menlo Park, California, London, Paris, Hong Kong and Tokyo. For more
information, visit www.kkr.com.
About Merrill Lynch Global Private Equity
Merrill Lynch Global Private Equity is the private equity investment arm
of Merrill Lynch & Co, Inc. For more information visit www.ml.com.
Forward looking statements
This press release contains forward-looking statements based on current
HCA management expectations. Those forward-looking statements include
all statements other than those made solely with respect to historical
facts. 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 merger; (2) the impact of the
substantial indebtedness incurred to finance the consummation of the
merger; (3) increases in the amount and risk of collectibility of
uninsured accounts, and deductibles and copayment amounts for insured
accounts; (4) the ability to achieve operating and financial targets,
attain expected levels of patient volumes and control the costs of
providing services; (5) possible changes in the Medicare, Medicaid and
other state programs that may impact reimbursements to health care
providers and insurers; (6) the highly competitive nature of the health
care business; (7) changes in revenue mix and the ability to enter into
and renew managed care provider agreements on acceptable terms; (8) the
efforts of insurers, health care providers and others to contain health
care costs; (9) the impact of our charity care and uninsured discounting
policies; (10) the outcome of our continuing efforts to monitor,
maintain and comply with appropriate laws, regulations, policies and
procedures and our corporate integrity agreement with the government;
(11) changes in federal, state or local regulations affecting the health
care industry; (12) delays in receiving payments for services provided;
(13) the ability to attract and retain qualified management and
personnel, including affiliated physicians, nurses and medical support
personnel; (14) the outcome of governmental investigations by the United
States Attorney for the Southern District of New York and the Securities
and Exchange Commission (the "SEC"); (15) the outcome of certain class
action and derivative litigation filed with respect to us; (16) the
possible enactment of federal or state health care reform; (17) the
availability and terms of capital to fund the expansion of our business;
(18) the continuing impact of hurricanes on our facilities, the ability
to obtain recoveries under our insurance policies, and the ability to
secure adequate insurance coverage in future periods; (19) the
resolution of the CON appeal with respect to the three West Virginia
hospitals sold to LifePoint; (20) changes in accounting practices; (21)
changes in general economic conditions; (22) future divestitures which
may result in charges; (23) changes in business strategy or development
plans; (24) the outcome of pending and any future tax audits, appeals
and litigation associated with our tax positions; (25) potential
liabilities and other claims that may be asserted against us, and (26)
other risk factors described in our Annual Report on Form 10-K and other
filings with the SEC. 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 management's 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.
"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.
Investor, Mark Kimbrough,
+1-615-344-2688, or
Media, Jeff Prescott,
+1-615-344-5708,
both of HCA