UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 7,
2009 (May 7, 2009)
HCA INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation)
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001-11239
(Commission File Number)
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75-2497104
(I.R.S. Employer
Identification No.) |
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One Park Plaza, Nashville, Tennessee
(Address of Principal Executive Offices)
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37203
(Zip Code) |
Registrant’s telephone number, including area code: (615) 344-9551
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Election to Pay Interest in Cash
HCA Inc. (the “Company”) may, at its option, elect for any interest payment period prior to
November 15, 2011 to pay interest on its outstanding $1.5 billion 9
5/8%/10
3/8% Senior Secured Toggle
Notes due 2016 (the “Toggle Notes”) in cash or to use the payment-in-kind feature in lieu of making
cash interest payments. For the interest period ending on November 15, 2009, the Company has
elected to make such interest payment entirely in cash. The Company will evaluate this option
prior to the beginning of each eligible interest period, taking into account market conditions and
other relevant factors at that time. The Company does not intend to file Current Reports on Form
8-K to report its election for future interest periods so long as it continues to elect to pay
interest in cash.
In
connection with this election, on May 7, 2009, the Company delivered notice to
The Bank of New York Mellon, in its capacity as trustee under the Indenture governing the Toggle
Notes, that, with respect to the interest that will be due on such notes on the November 15, 2009
interest payment date, the Company will make such interest payment entirely in cash at the cash
interest rate of 9
5/8%.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements based on current
management expectations. Those forward-looking statements include all statements other than those
made solely with respect to historical fact. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in any forward-looking statements.
These factors include, but are not limited to, (1) the ability to recognize the benefits of the
Recapitalization, (2) the impact of the substantial indebtedness incurred to finance the
Recapitalization and the ability to refinance such indebtedness on acceptable terms, (3) increases,
particularly in the current economic downturn, in the amount and risk of collectability of
uninsured accounts and deductibles and copayment amounts for insured accounts, (4) the ability to
achieve operating and financial targets, and attain expected levels of patient volumes and control
the costs of providing services, (5) possible changes in the Medicare, Medicaid and other state
programs, including Medicaid supplemental payments pursuant to upper payment limit (“UPL”)
programs, that may impact reimbursements to health care providers and insurers, (6) the highly
competitive nature of the health care business, (7) changes in revenue mix, including potential
declines in the population covered under managed care agreements due to the current economic
downturn and the ability to enter into and renew managed care provider agreements on acceptable
terms, (8) the efforts of insurers, health care providers and others to contain health care costs,
(9) the outcome of our continuing efforts to monitor, maintain and comply with appropriate laws,
regulations, policies and procedures, (10) changes in federal, state or local laws or regulations
affecting the health care industry, (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 possible enactment of federal or state health care reform,
(13) the availability and terms of capital to fund the expansion of our business and improvements
to our existing facilities, (14) changes in accounting practices, (15) changes in general economic
conditions nationally and regionally in our markets, (16) future divestitures which may result in
charges, (17) changes in business strategy or development plans, (18) delays in receiving payments
for services provided, (19) the outcome of pending and any future tax audits, appeals and
litigation associated with our tax positions, (20) potential liabilities and other claims that may
be asserted against us, and (21) other risk factors described in our annual report on Form 10-K for
the year ended December 31, 2008 and 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.