New Issue: HCA prices $4.5 billion of senior notes due 2031, 2034, 2054, 2064

By Cristal Cody

Chicago, Feb. 21 – HCA Inc. priced $4.5 billion of notes in four parts (Baa3/BBB-) on Tuesday, according to an FWP filed with the Securities and Exchange Commission and details from a market source.

A $1 billion tranche due 2031 comes with a 5.45% coupon, priced at 99.845 to yield 5.475%, or at a spread of 120 basis points to Treasuries. The notes priced tighter than spread talk that was in the 150 bps area.

A $1.3 billion series due in 2034 priced with a 5.6% coupon at 99.845 to yield 5.619%, or at Treasuries plus 135 bps, versus talk in the 160 bps area.

Allocations were heaviest on the $1.5 billion of notes due in 2054. The 6% notes priced at 99.423 to yield 6.041%, or at Treasuries plus 160 bps. Talk was in the 185 bps area.

The longest-dated tranche priced as $700 million of 6.1% notes at 99.38 to yield 6.141%, or at Treasuries plus 170 bps, versus talk in the 195 bps area.

Each of the notes will have a make-whole call option and then a par call option a number of months before the maturity date. The make-whole premiums are Treasuries plus 20 bps, 25 bps, 25 bps and 30 bps, respectively.

BofA Securities, Inc., Barclays, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC led the sale as joint bookrunners.

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., Truist Securities, Inc. and Wells Fargo Securities, LLC were also joint bookrunners.

Proceeds will be used to repay near-term maturities and for general corporate purposes. Pending such repayment, the company may temporarily repay borrowings under its senior secured asset-based revolver.

HCA Inc. is a Nashville-based health care services company. Parent HCA Healthcare Inc. will guarantee the notes.

Issuer:	HCA Inc.
Guarantor:	HCA Healthcare, Inc.
Amount:	$4.5 billion
Issue:	Senior notes
Bookrunners:	BofA Securities, Inc., Barclays, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, 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., Truist Securities, Inc. and Wells Fargo Securities, LLC
Co-managers:	Credit Agricole Securities (USA) Inc., Fifth Third Securities, Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., DNB Markets, Inc. and Regions Securities LLC
Trustee:	Delaware Trust Co.
Counsel to issuer:	In-house counsel, Cleary Gottlieb Steen & Hamilton LLP and Bass, Berry & Sims plc
Counsel to underwriters:	Cahill Gordon & Reindel LLP
Change of control:	At 101
Trade date:	Feb. 20
Settlement date:	Feb. 23
Ratings:	Moody’s: Baa3
	S&P: BBB-
Distribution:	SEC registered
Notes due 2031
Amount:	$1 billion
Maturity:	April 1, 2031
Coupon:	5.45%
Price:	99.845
Yield:	5.475%
Spread:	Treasuries plus 120 bps
Call features:	Make-whole call at Treasuries plus 20 bps; par call starting Feb. 1, 2031
Price talk:	Treasuries plus 150 bps area
Cusip:	404119CT4
Notes due 2034
Amount:	$1.3 billion
Maturity:	April 1, 2034
Coupon:	5.6%
Price:	99.845
Yield:	5.619%
Spread:	Treasuries plus 135 bps
Call features:	Make-whole call at Treasuries plus 25 bps; par call starting Jan. 1, 2034
Price talk:	Treasuries plus 160 bps area
Cusip:	404119CU1
Notes due 2054
Amount:	$1.5 billion
Maturity:	April 1, 2054
Coupon:	6%
Price:	99.423
Yield:	6.041%
Spread:	Treasuries plus 160 bps
Call features:	Make-whole call at Treasuries plus 25 bps; par call starting Oct. 1, 2053
Price talk:	Treasuries plus 185 bps area
Cusip:	404119CV9
Notes due 2064
Amount:	$700 million
Maturity:	April 1, 2064
Coupon:	6.1%
Price:	99.38
Yield:	6.141%
Spread:	Treasuries plus 170 bps
Call features:	Make-whole call at Treasuries plus 30 bps; par call starting Oct. 1, 2063
Price talk:	Treasuries plus 195 bps area
Cusip:	404119CW7

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