HCA Inc. (NYSE: HCA) today announced that Hercules Holding II, LLC
("Hercules Holding") will offer to sell, and HCA Inc. will issue, an
aggregate of $4.2 billion principal amount of senior secured second lien
notes, a portion of which are expected to be due in 2014 and a portion
of which are expected to be due in 2016, and $1.5 billion of senior
secured second lien toggle notes, which are expected to be due in 2016
(the interest on which may be paid "in kind" for the first five years
after the first interest period) (the "Notes").
The Notes will be issued, and Hercules Holding was formed, in connection
with HCA Inc.'s previously announced agreement (the "Merger Agreement")
to merge with an entity currently controlled by affiliates of Bain
Capital Partners, Kohlberg Kravis Roberts & Co. and Merrill Lynch Global
Private Equity (the "Merger"). HCA Inc. will use the net proceeds from
the offering of the Notes, together with other financing, to consummate
the Merger. The offering of the Notes is expected to close as soon as
practicable following the special meeting of shareholders of HCA Inc. to
adopt the Merger Agreement, scheduled to be held on November 16, 2006.
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 135c under the Securities Act.
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) HCA's
ability to consummate the issuance of the Notes, (2) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement; (3) the outcome of any legal
proceedings that have been or may be instituted against HCA and others
relating to the merger agreement; (4) the inability to complete the
Merger due to the failure to obtain shareholder approval or the failure
to satisfy other conditions prior to consummation of the Merger; (5) the
failure to obtain the necessary debt financing arrangements set forth in
commitment letters received in connection with the Merger; (6) the
failure of the Merger to close for any other reason; (7) risks of
disruptions to current plans and operations and the potential
difficulties in employee retention as a result of the Merger; (8) the
effect of the announcement of the Merger on our customer relationships,
operating results and business generally; (9) the inability to recognize
the benefits of the Merger; (10) 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 (11) 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.
Investors, Mark Kimbrough,
+1-615-344-2688, or
Media, Jeff Prescott,
+1-615-344-5708,
both of HCA