Filed pursuant to Rule 433
Issuer Free Writing Prospectus, dated February 18, 2025
Supplementing the Preliminary Prospectus Supplement, dated February 18, 2025
Registration No. 333-271537
HCA Inc.
$700,000,000 5.000% Senior Notes due 2028 (the “2028 notes”)
$300,000,000 Floating Rate Senior Notes due 2028 (the “floating rate notes”)
$750,000,000 5.250% Senior Notes due 2030 (the “2030 notes”)
$750,000,000 5.500% Senior Notes due 2032 (the “2032 notes”)
$1,500,000,000 5.750% Senior Notes due 2035 (the “2035 notes”)
$1,250,000,000 6.200% Senior Notes due 2055 (the “2055 notes”)
(collectively, the “notes”)
Pricing Supplement
Pricing Supplement dated February 18, 2025 to HCA Inc.’s Preliminary Prospectus Supplement dated February 18, 2025. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Financial information presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by changes described herein. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Prospectus Supplement.
| Terms Applicable to the 2028 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $700,000,000 | |
| Title of Security | 5.000% Senior Notes due 2028 | |
| Maturity Date | March 1, 2028 | |
| Spread to Treasury | +70 basis points | |
| Benchmark Treasury | UST 4.250% due February 15, 2028 | |
| Benchmark Treasury Price & Yield | 99-25 3⁄8 / 4.324% | |
| Coupon | 5.000% | |
| Public Offering Price | 99.932% of the principal amount plus accrued interest, if any, from February 21, 2025 | |
| Yield to Maturity | 5.024% | |
| Interest Payment Dates | March 1 and September 1 of each year, beginning on September 1, 2025 | |
| Record Dates | February 15 and August 15 of each year | |
| Net Proceeds to Issuer before Expenses | $696,374,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 CY3 ISIN: US404119CY34 | |
| Optional Redemption | Prior to February 1, 2028 (the “2028 Notes Par Call Date”), the 2028 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2028 notes to be redeemed matured on the 2028 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of redemption, and
(ii) 100% of the aggregate principal amount of the 2028 notes to be redeemed,
plus, in each of clauses (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date.
On and after the 2028 Notes Par Call Date, the 2028 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at an applicable redemption price equal to 100% of the principal amount of each 2028 note to be redeemed plus accrued and unpaid interest on the 2028 notes to be redeemed to, but not including, the date of redemption. | |
| Terms Applicable to the floating rate notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $300,000,000 | |
| Title of Security | Floating Rate Senior Notes due 2028 | |
| Maturity Date | March 1, 2028 | |
| Spread | +87 basis points | |
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| Base Rate | Compounded SOFR (as determined in accordance with the provisions set forth in the Preliminary Prospectus Supplement) | |
| Public Offering Price | 100.000% of the principal amount plus accrued interest, if any, from February 21, 2025 | |
| Interest Payment Dates | March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2025 | |
| Interest Periods | Quarterly. The initial period will be the period from, and including the Settlement Date to, but excluding, June 1, 2025, the initial Interest Payment Date. The subsequent interest periods will be the periods from, and including the applicable Interest Payment Date to, but excluding, the next Interest Payment Date or the Maturity Date, as applicable. | |
| Interest Determination Dates | Two U.S. Government Securities Business Days (as defined in the Preliminary Prospectus Supplement) preceding each Interest Payment Date or the Maturity Date, as applicable. | |
| Record Dates | February 15, May 15, August 15 and November 15 of each year | |
| Day Count Convention | Actual / 360 | |
| Optional Redemption | N/A | |
| Net Proceeds to Issuer before Expenses | $298,650,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 CX5 ISIN: US404119CX50 | |
| Terms Applicable to the 2030 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $750,000,000 | |
| Title of Security | 5.250% Senior Notes due 2030 | |
| Maturity Date | March 1, 2030 | |
| Spread to Treasury | +90 basis points | |
| Benchmark Treasury | UST 4.250% due January 31, 2030 | |
| Benchmark Treasury Price & Yield | 99-10 3⁄4 / 4.400% | |
| Coupon | 5.250% | |
| Public Offering Price | 99.780% of the principal amount plus accrued interest, if any, from February 21, 2025 | |
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| Yield to Maturity | 5.300% | |
| Interest Payment Dates | March 1 and September 1 of each year, beginning on September 1, 2025 | |
| Record Dates | February 15 and August 15 of each year | |
| Net Proceeds to Issuer before Expenses | $743,850,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 CZ0 ISIN: US404119CZ09 | |
| Optional Redemption | Prior to February 1, 2030 (the “2030 Notes Par Call Date”), the 2030 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(iii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2030 notes to be redeemed matured on the 2030 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of redemption, and
(iv) 100% of the aggregate principal amount of the 2030 notes to be redeemed,
plus, in each of clauses (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date.
On and after the 2030 Notes Par Call Date, the 2030 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at an applicable redemption price equal to 100% of the principal amount of each 2030 note to be redeemed plus accrued and unpaid interest on the 2030 notes to be redeemed to, but not including, the date of redemption. | |
| Terms Applicable to the 2032 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $750,000,000 | |
| Title of Security | 5.500% Senior Notes due 2032 | |
| Maturity Date | March 1, 2032 | |
| Spread to Treasury | +103 basis points | |
| Benchmark Treasury | UST 4.375% due January 31, 2032 | |
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| Benchmark Treasury Price & Yield | 99-11+ / 4.483% | |
| Coupon | 5.500% | |
| Public Offering Price | 99.923% of the principal amount plus accrued interest, if any, from February 21, 2025 | |
| Yield to Maturity | 5.513% | |
| Interest Payment Dates | March 1 and September 1 of each year, beginning on September 1, 2025 | |
| Record Dates | February 15 and August 15 of each year | |
| Net Proceeds to Issuer before Expenses | $744,735,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 DA4 ISIN: US404119DA49 | |
| Optional Redemption | Prior to January 1, 2032 (the “2032 Notes Par Call Date”), the 2032 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2032 notes to be redeemed matured on the 2032 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and
(ii) 100% of the aggregate principal amount of the 2032 notes to be redeemed,
plus, in each of clauses (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date.
On and after the 2032 Notes Par Call Date, the 2032 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at an applicable redemption price equal to 100% of the principal amount of each 2032 note to be redeemed plus accrued and unpaid interest on the 2032 notes to be redeemed to, but not including, the date of redemption. | |
| Terms Applicable to the 2035 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $1,500,000,000 | |
| Title of Security | 5.750% Senior Notes due 2035 | |
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| Maturity Date | March 1, 2035 | |
| Spread to Treasury | +123 basis points | |
| Benchmark Treasury | UST 4.625% due February 15, 2035 | |
| Benchmark Treasury Price & Yield | 100-18+ / 4.552% | |
| Coupon | 5.750% | |
| Public Offering Price | 99.757% of the principal amount plus accrued interest, if any, from February 21, 2025 | |
| Yield to Maturity | 5.782% | |
| Interest Payment Dates | March 1 and September 1 of each year, beginning on September 1, 2025 | |
| Record Dates | February 15 and August 15 of each year | |
| Net Proceeds to Issuer before Expenses | $1,486,605,000 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 DB2 ISIN: US404119DB22 | |
| Optional Redemption | Prior to December 1, 2034 (the “2035 Notes Par Call Date”), the 2035 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 notes to be redeemed matured on the 2035 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued to the date of redemption, and
(ii) 100% of the aggregate principal amount of the 2035 notes to be redeemed,
plus, in each of clauses (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date.
On and after the 2035 Notes Par Call Date, the 2035 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at an applicable redemption price equal to 100% of the principal amount of each 2035 note to be redeemed plus accrued and unpaid interest on the 2035 notes to be redeemed to, but not including, the date of redemption. | |
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| Terms Applicable to the 2055 notes | ||
| Issuer | HCA Inc. | |
| Aggregate Principal Amount | $1,250,000,000 | |
| Title of Security | 6.200% Senior Notes due 2055 | |
| Maturity Date | March 1, 2055 | |
| Spread to Treasury | +148 basis points | |
| Benchmark Treasury | UST 4.500% due November 15, 2054 | |
| Benchmark Treasury Price & Yield | 95-18 / 4.781% | |
| Coupon | 6.200% | |
| Public Offering Price | 99.176% of the principal amount plus accrued interest, if any, from February 21, 2025 | |
| Yield to Maturity | 6.261% | |
| Interest Payment Dates | March 1 and September 1 of each year, beginning on September 1, 2025 | |
| Record Dates | February 15 and August 15 of each year | |
| Net Proceeds to Issuer before Expenses | $1,228,762,500 | |
| CUSIP/ISIN Numbers | CUSIP: 404119 DC0 ISIN: US404119DC05 | |
| Optional Redemption | Prior to September 1, 2054 (the “2055 Notes Par Call Date”), the 2055 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(iii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2055 notes to be redeemed matured on the 2055 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, less (b) interest accrued to the date of redemption, and
(iv) 100% of the aggregate principal amount of the 2055 notes to be redeemed,
plus, in each of clauses (i) and (ii) above, accrued and unpaid interest, if any, to such redemption date.
On and after the 2055 Notes Par Call Date, the 2055 notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at an applicable redemption price equal to 100% of the principal amount of each 2055 note to be redeemed plus accrued and unpaid interest on the 2055 notes to be redeemed to, but not including, the date of redemption. | |
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| Terms Applicable to the notes | ||
| Change of Control | Upon a Change of Control Triggering Event, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any. | |
| Trade Date | February 18, 2025 | |
| Total Net Proceeds to Issuer before Expenses |
$5,198,976,500 | |
| Denominations | $2,000 and integral multiples of $1,000 | |
| Form of Offering | SEC Registered (Registration No. 333-271537) | |
| Joint Book-Running Managers | BofA Securities, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Capital One Securities, Inc. Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC PNC Capital Markets LLC RBC Capital Markets, LLC SMBC Nikko Securities Americas, Inc. Truist Securities, Inc. | |
| Co-Managers | BBVA Securities Inc. CIBC World Markets Corp. DNB Markets, Inc. Huntington Securities, Inc. NatWest Markets Securities Inc. Regions Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC | |
| Settlement Date | February 21, 2025 (T+3)
We expect that delivery of the notes will be made to investors on or about February 21, 2025, which will be the third business day following the date of this pricing term sheet (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than one business day prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. | |
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The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents HCA Healthcare, Inc. has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, by telephone 1-800-294-1322 or by emailing: [email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, [email protected] or by telephone at 1-888-603-5847; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 1-800-831-9146 or by emailing: [email protected]; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk, 3rd Floor, telephone collect at 1-212-834-4533; Mizuho Securities USA LLC, toll free at 1-866-271-7403; or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, by telephone (toll-free): 1-800-645-3751 or by emailing: [email protected].
This communication should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus. The information in this communication supersedes the information in the preliminary prospectus supplement and the accompanying prospectus to the extent inconsistent with the information in such preliminary prospectus supplement and the accompanying prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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