HCA Inc. (NYSE: HCA) announced today that it had received, pursuant its
previously announced tender offers and consent solicitations for any and
all of its outstanding 8.850% Medium Term Notes due 2007 (CUSIP No.
19767QAJ4) (the "8.850% Notes"), 7.000% Notes due 2007 (CUSIP No.
197677AL1) (the "7.000% Notes"), 7.250% Notes due 2008 (CUSIP No.
197677AK3) (the "7.250% Notes"), 5.250% Notes due 2008 (CUSIP No.
404119AK5) (the "5.250% Notes") and 5.500% Notes due 2009 (CUSIP No.
404119AM1) (the "5.500% Notes" and, together with the 8.850% Notes, the
7.000% Notes, the 7.250% Notes and the 5.250% Notes, collectively the
"Notes"), the requisite consents to adopt proposed amendments to the
Notes and the indenture governing the Notes, solely as it relates to the
Notes. The tender offers and related consent solicitations are being
conducted in connection with HCA's previously announced agreement to
merge with an entity controlled by Bain Capital Partners, LLC, Kohlberg
Kravis Roberts & Co. L.P. and ML Global Private Equity Fund, L.P. (the
"Merger").
HCA announced that consents had been delivered in respect of the
following principal amounts of Notes, which Notes had been validly
tendered and not withdrawn as of 5:00 p.m., New York City time, on
October 20, 2006 (the "Consent Expiration Date"): $105.9 million of the
8.850% Notes, $190.5 million of the 7.000% Notes, $180.2 million of the
7.250% Notes, $346.7 million of the 5.250% Notes and $495.5 million of
the 5.500% Notes. HCA and the trustee expect to enter into a
supplemental indenture giving effect to the proposed amendments shortly.
Such supplemental indenture will only become operative, however,
concurrently with the Merger, provided that all validly tendered Notes
are accepted for purchase pursuant to the tender offers.
In addition, HCA announced that all holders whose Notes are validly
tendered (and not withdrawn) on or prior to the Offer Expiration Date
(as defined below) will be eligible to receive the total consideration
offered pursuant to the tender offers and consent solicitations.
Accordingly, all holders whose Notes are validly tendered (and not
withdrawn) on or prior to the Offer Expiration Date (as defined below) -
including Notes validly tendered after the Consent Expiration Date -
will be eligible to receive the consent payment of $30.00 per $1,000
principal amount of Notes included in the total consideration offered
pursuant to the tender offers and consent solicitations.
The tender offers and consent solicitations are made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated October 6, 2006 (the "Statement") and the related
Consent and Letter of Transmittal as amended hereby. The tender offers
and consent solicitations are subject to the satisfaction of certain
conditions, including the Merger condition and the general conditions as
set forth in the Statement. The tender offers will expire at midnight,
New York City time, on November 27, 2006, unless extended or earlier
terminated by HCA (the "Offer Expiration Date"). Rights to withdraw
tendered Notes and to revoke delivered consents terminated on the
Consent Expiration Date.
HCA has retained Citigroup Corporate and Investment Banking, Banc of
America Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated to act as the Dealer Managers for
the tender offers and Solicitation Agents for the consent solicitations.
The Dealer Managers may be contacted as follows: Citigroup Corporate and
Investment Banking at (212) 723-6106 (collect) or (800) 558-3745
(toll-free) or Banc of America Securities LLC at (704) 388-4813
(collect) or (888) 292-0070 (toll- free) or J.P. Morgan Securities Inc.
at (212) 270-7407 (collect) or Merrill Lynch, Pierce, Fenner & Smith
Incorporated at (212) 449-4914 (collect) or (888) 654-8637 (toll-free).
Requests for documentation may be directed to Global Bondholder Services
Corporation, the Information Agent, which can be contacted at (212)
430-3774 (for banks and brokers only) or (866) 924-2200 (for all others
toll-free).
This release is for informational purposes only and is neither an offer
to purchase, nor a solicitation of an offer to sell, the Notes. The
tender offers to buy the Notes are only being made pursuant to the
tender offer and consent solicitation documents, including the Statement
that HCA has distributed to holders of Notes. The tender offers and
consent solicitations are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the tender offers or consent
solicitations are required to be made by a licensed broker or dealer,
they shall be deemed to be made by the Dealer Managers on behalf of HCA.
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.
Important Additional Information About HCA's Announced Merger with
Hercules Acquisition Corporation
In connection with the proposed Merger, HCA has filed a definitive proxy
statement with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT,
BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES THERETO. Investors and security holders may obtain a free copy
of the definitive proxy statement and other documents filed by HCA at
the Securities and Exchange Commission's web site at http://www.sec.gov/.
The definitive proxy statement and such other documents may also be
obtained for free from HCA by directing such request to HCA Inc., Office
of Investor Relations, One Park Plaza, Nashville, Tennessee 37203,
telephone: (615) 344-2068.
HCA and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the
proposed Merger. Information concerning the interests of HCA's
participants in the solicitation, which may be different than those of
HCA shareholders generally, is set forth in HCA's proxy statements and
Annual Reports on Form 10-K, previously filed with the Securities and
Exchange Commission, and in the proxy statement relating to the Merger.
Cautionary Note Regarding 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
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
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement; (2) the outcome of any
legal proceedings that have been or may be instituted against HCA and
others relating to the merger agreement; (3) the inability to complete
the Merger due to the failure to obtain shareholder approval or the
failure to satisfy other conditions to consummation of the Merger; (4)
the failure to obtain the necessary debt financing arrangements set
forth in commitment letters received in connection with the Merger; (5)
the failure of the Merger to close for any other reason; (6) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the Merger;
(7) the effect of the announcement of the Merger on our customer
relationships, operating results and business generally; (8) the ability
to recognize the benefits of the Merger; (9) the amount of the costs,
fees, expenses and charges related to the Merger and the actual terms of
certain financings that will be obtained for the Merger; and (10) the
impact of the substantial indebtedness incurred to finance the
consummation of the Merger. Many of the factors that will determine the
outcome of the subject matter of this press release are beyond HCA's
ability to control or predict. HCA 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.
"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 CONTACT, Mark Kimbrough,
+1-615-344-2688, or
MEDIA CONTACT, Jeff Prescott,
+1-615-344-5708,
both of HCA