HCA today announced that it intends to offer $1.0 billion aggregate
principal amount of senior secured first lien notes due 2020 (the
“Notes”). In accordance with the terms of its senior secured credit
facilities, HCA will use the net proceeds from the offering to repay
term loans under its cash flow credit facility.
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) our
ability to consummate the issuance of the Notes, (2) the ability to
recognize the benefits of the Recapitalization, (3) the impact of the
substantial indebtedness incurred to finance the Recapitalization and
the ability to refinance such indebtedness on acceptable terms, (4) the
possible enactment of federal or state health care reform and changes in
federal, state or local laws or regulations affecting the health care
industry, (5) increases, particularly in the current economic downturn,
in the amount and risk of collectability of uninsured accounts, and
deductibles and copayment amounts for insured accounts, (6) the ability
to achieve operating and financial targets, and attain expected levels
of patient volumes and control the costs of providing services,
(7) 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, (8) the highly competitive nature of the health
care business, (9) changes in revenue mix, including potential declines
in the population covered under managed care agreements due to the
current economic downturn and the ability to enter into and renew
managed care provider agreements on acceptable terms, (10) the efforts
of insurers, health care providers and others to contain health care
costs, (11) the outcome of our continuing efforts to monitor, maintain
and comply with appropriate laws, regulations, policies and procedures,
(12) increases in wages and the ability to attract and retain qualified
management and personnel, including affiliated physicians, nurses and
medical and technical support personnel, (13) the availability and terms
of capital to fund the expansion of our business and improvements to our
existing facilities, (14) changes in accounting practices, (15) changes
in general economic conditions nationally and regionally in our markets,
(16) future divestitures which may result in charges, (17) changes in
business strategy or development plans, (18) delays in receiving
payments for services provided, (19) the outcome of pending and any
future tax audits, appeals and litigation associated with our tax
positions, (20) potential liabilities and other claims that may be
asserted against us, and (21) 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 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 CONTACT:
Mark Kimbrough
615-344-2688
MEDIA CONTACT:
Ed Fishbough
615-344-2810