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HCA Announces Secondary Offering
NASHVILLE, Tenn. --(Business Wire)--
HCA Holdings, Inc. (the "Company") (NYSE: HCA) today announced that
certain of its stockholders, consisting principally of affiliates of, or
funds sponsored by, Bain Capital Partners, LLC and Kohlberg Kravis
Roberts & Co. (the "Selling Stockholders"), intend to offer for sale in
an underwritten secondary offering approximately 32 million shares of
its common stock pursuant to the Company's shelf registration statement
filed with the Securities and Exchange Commission. The Selling
Stockholders will receive all of the proceeds from this offering. No
shares are being sold by management or the Company.
Morgan Stanley & Co. LLC will act as sole underwriter for the offering.
The Company has filed a registration statement (including a prospectus)
with the SEC (News - Alert) for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration
statement and other documents the Company has filed with the SEC for
more complete information about the Company and this offering. You may
obtain these documents for free by visiting EDGAR on the SEC Web site
at: www.sec.gov.
Alternatively, copies of the prospectus supplement and accompanying
prospectus relating to the offering, when available, may be obtained
from:
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Morgan Stanley & Co. LLC
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180 Varick Street, 2nd Floor
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New York, New York 10014
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Attn: Prospectus Department
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Toll-free Telephone: (866) 718 1649 or by email at prospectus@morganstanley.com
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This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Cautionary Statement about Preliminary Results
and Other Forward-Looking Information
This press release contains forward-looking statements within the
meaning of the federal securities laws, which involve risks and
uncertainties. Forward-looking statements include statements that do not
relate solely to historical or current facts and can be identified by
the use of words like "may," "believe," "will," "expect," "project,"
"estimate," "anticipate," "plan," "initiative" or "continue." These
forward-looking statements are based on our current plans and
expectations and are subject to a number of known and unknown
uncertainties and risks, many of which are beyond our control, which
could significantly affect current plans and expectations and our future
financial position and results of operations. These factors include, but
are not limited to, (1) the impact of our substantial indebtedness and
the ability to refinance such indebtedness on acceptable terms, (2) the
effects related to the enactment and implementation of the Budget
Control Act of 2011 ("BCA") and the outcome of pending government
negotiations related to avoiding the "fiscal cliff" which would result
from the BCA's automatic spending reductions that include cuts to
Medicare payments and tax increases beginning in federal fiscal year
2013, and the effects related to cuts to physicians' Medicare
reimbursement if Congress does not override the scheduled reductions
related to the Medicare Sustainable Growth Rate, (3) the effects related
to the enactment and implementation of the Patient Protection and
Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act (collectively, the "Health Reform Law"), the possible
enactment of additional federal or state health care reforms and
possible changes to the Health Reform Law and other federal, state or
local laws or regulations affecting the health care industry, (4)
increases in the amount and risk of collectibility of uninsured accounts
and deductibles and copayment amounts for insured accounts, (5) the
ability to achieve operating and financial targets, and attain expected
levels of patient volumes and control the costs of providing services,
(6) possible changes in the Medicare, Medicaid and other state programs,
including Medicaid upper payment limit programs or waiver programs, that
may impact reimbursements to health care providers and insurers, (7) the
highly competitive nature of the health care business, (8) changes in
service mix, revenue mix and surgical volumes, including potential
declines in the population covered under managed care agreements, the
ability to enter into and renew managed care provider agreements on
acceptable terms and the impact of consumer driven health plans and
physician utilization trends and practices, (9) the efforts of insurers,
health care providers and others to contain health care costs, (10) the
outcome of our continuing efforts to monitor, maintain and comply with
appropriate laws, regulations, policies and procedures, (11) increases
in wages and the ability to attract and retain qualified management and
personnel, including affiliated physicians, nurses and medical and
technical support personnel, (12) the availability and terms of capital
to fund the expansion of our business and improvements to our existing
facilities, (13) changes in accounting practices, (14) changes in
general economic conditions nationally and regionally in our markets,
(15) future divestitures which may result in charges and possible
impairments of long-lived assets, (16) changes in business strategy or
development plans, (17) delays in receiving payments for services
provided, (18) the outcome of pending and any future tax audits, appeals
and litigation associated with our tax positions, (19) potential adverse
impact of known and unknown government investigations, litigation and
other claims that may be made against us, (20) our ongoing ability to
demonstrate meaningful use of certified electronic health record
technology and recognize income for the related Medicare or Medicaid
incentive payments, and (21) other risk factors described in our annual
report on Form 10-K for the year ended December 31, 2011 and our 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.

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