HCA Healthcare, Inc. Senior Notes Offering

2026-04-30SEC Filing 8-K (0001193125-26-197278)

On April 30, 2026, HCA Inc., a subsidiary of HCA Healthcare, Inc., completed a public offering of $3,000,000,000 in aggregate principal amount of senior notes. The offering consisted of $1,000,000,000 of 4.700% Senior Notes due 2031, $750,000,000 of 5.000% Senior Notes due 2033, and $1,250,000,000 of 5.300% Senior Notes due 2036. These notes are guaranteed on a senior unsecured basis by HCA Healthcare, Inc. The notes were registered under the Securities Act of 1933, as amended, via a shelf registration statement. The issuance was made pursuant to an indenture dated August 1, 2011, as amended and supplemented by three supplemental indentures specific to each note series. The notes are senior unsecured obligations of the issuer, ranking senior to subordinated indebtedness and equally to other senior indebtedness. They are effectively subordinated to secured indebtedness and structurally subordinated to subsidiary indebtedness. Covenants in the indentures restrict the issuer's and parent guarantor's ability to create liens, engage in sale and lease-back transactions, and consolidate or merge. The issuer may redeem the notes at its option. A change of control event, coupled with a ratings downgrade, allows noteholders to require repurchase at 101% of the principal amount plus accrued interest. The indentures also provide for events of default.

Ticker mentioned:HCA