New Issue: HCA Healthcare unit sells $3.25 billion of notes due 2028, 2033, 2053

By William Gullotti

Buffalo, N.Y., May 1 – HCA Healthcare Inc. subsidiary HCA Inc. priced $3.25 billion of notes in three parts (Baa3/BBB-/BBB-) on Monday, according to an FWP filing and a 424B3 filing with the Securities and Exchange Commission.

HCA Healthcare will guarantee the notes.

HCA priced $1 billion of 5.2% senior secured notes due 2028 at 99.836, or a spread of 160 basis points over Treasuries, to yield 5.236%.

The company also priced $1.25 billion of 5.5% senior secured notes due 2033 at 99.932, or a spread of 193 bps over Treasuries, to yield 5.508%.

The final $1 billion tranche of 5.9% 30-year senior secured notes priced at 96.718, or a spread of 233 bps over Treasuries, to yield 6.14%.

The five-year notes have a make-whole call at Treasuries plus 25 bps until May 1, 2028, followed by a par call. The 10-year notes’ make-whole call is at Treasuries plus 30 bps until March 1, 2033, followed by a par call. Likewise, the 30-year notes have a make-whole call at Treasuries plus 35 bps until Dec. 1, 2052, also followed by a par call.

Each tranche is subject to a change-of-control put at 101.

BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays, Capital One Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are the joint bookrunning managers.

Proceeds will be used for general corporate purposes and debt repayment.

HCA is a Nashville-based health care services provider.

Issuer:	HCA Inc.
Guarantor:	HCA Healthcare Inc.
Amount:	$3.25 billion
Issue:	Senior secured notes
Bookrunners:	BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays, Capital One Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc.
Co-managers:	Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., Scotia Capital (USA) Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., DNB Markets, Inc., PNC Capital Markets LLC and Regions Securities LLC
Trustee:	Delaware Trust Co.
Counsel to issuer:	Cleary Gottlieb Steen & Hamilton LLP, Bass, Berry & Sims plc and in-house counsel
Counsel to underwriters:	Cahill Gordon & Reindel LLP
Change of control:	At 101
Trade date:	May 1
Settlement date:	May 4
Ratings:	Moody’s: Baa3
	S&P: BBB-
	Fitch: BBB-
Distribution:	SEC registered
Five-year notes
Amount:	$1 billion
Maturity:	June 1, 2028
Coupon:	5.2%
Price:	99.836
Yield:	5.236%
Spread:	Treasuries plus 160 bps
Call:	Make-whole call at Treasuries plus 25 bps until May 1, 2028; par call thereafter
Cusip:	404119CP2
10-year notes
Amount:	$1.25 billion
Maturity:	June 1, 2033
Coupon:	5.5%
Price:	99.932
Yield:	5.508%
Spread:	Treasuries plus 193 bps
Call:	Make-whole call at Treasuries plus 30 bps until March 1, 2033; par call thereafter
Cusip:	404119CQ0
30-year notes
Amount:	$1 billion
Maturity:	June 1, 2053
Coupon:	5.9%
Price:	96.718
Yield:	6.14%
Spread:	Treasuries plus 233 bps
Call:	Make-whole call at Treasuries plus 35 bps until Dec. 1, 2052; par call thereafter
Cusip:	404119CR8

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