Item 1.01 Entry into a Material Definitive Agreement.
Issuance of $6,500,000,000 aggregate principal amount of senior notes
Overview
On November 5, 2026, HCA Inc. (the “Issuer”), a direct, wholly owned subsidiary of HCA Healthcare, Inc. (the “Parent Guarantor”), completed the public offering of (i) $500,000,000 aggregate principal amount of its 5.200% Senior Notes due 2028 (the “2028 Notes”), (ii) $300,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2028 (the “Floating Rate Notes”), (iii) $1,000,000,000 aggregate principal amount of its 5.350% Senior Notes due 2029 (the “2029 Notes”), (iv) $1,250,000,000 aggregate principal amount of its 5.500% Senior Notes due 2031 (the “2031 Notes”), (v) $1,200,000,000 aggregate principal amount of its 5.750% Senior Notes due 2033 (the “2033 Notes”), (vi) $1,500,000,000 aggregate principal amount of its 6.000% Senior Notes due 2036 (the “2036 Notes”) and (vii) $750,000,000 aggregate principal amount of its 6.500% Senior Notes due 2056 (the “2056 Notes” and, together with the 2028 Notes, the Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes, the “Notes”), each guaranteed on a senior unsecured basis by the Parent Guarantor. The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Issuer’s and the Parent Guarantor’s shelf registration statement on Form S-3, filed on April 27, 2026 (File No. 333-295336) (the “Registration Statement”), as supplemented by the prospectus supplement dated November 2, 2026, previously filed with the Securities and Exchange Commission under the Securities Act.
On November 5, 2026, the Notes were issued pursuant to an indenture dated as of August 1, 2011 (the “Base Indenture”), among the Issuer, the Parent Guarantor, CSC Delaware Trust Company (formerly known as Delaware Trust Company) (as successor to Law Debenture Trust Company of New York), as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent (the “Paying Agent”), as amended and supplemented by, (i) with respect to the 2028 Notes, the Supplemental Indenture No. 57, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2028 Notes Indenture”); (ii) with respect to the Floating Rate Notes, the Supplemental Indenture No. 58, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “Floating Rate Notes Indenture”); (iii) with respect to the 2029 Notes, the Supplemental Indenture No. 59, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2029 Notes Indenture”); (iv) with respect to the 2031 Notes, the Supplemental Indenture No. 60, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2031 Notes Indenture”); (v) with respect to the 2033 Notes, the Supplemental Indenture No. 61, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2033 Notes Indenture”); (vi) with respect to the 2036 Notes, the Supplemental Indenture No. 62, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2036 Notes Indenture”); and (vii) with respect to the 2056 Notes, the Supplemental Indenture No. 63, dated as of November 5, 2026, among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent (together with the Base Indenture, the “2056 Notes Indenture” and, together with the 2028 Notes Indenture, the Floating Rate Notes Indenture, the 2029 Notes Indenture, the 2031 Notes Indenture, the 2033 Notes Indenture and the 2036 Notes Indenture, the “Indentures”).
The following is a brief description of the terms of the Notes and the Indentures.
Maturity and Interest Payment Dates
The 2028 Notes will mature on November 3, 2028, the Floating Rate Notes will mature on November 3, 2028, the 2029 Notes will mature on November 15, 2029, the 2031 Notes will mature on November 15, 2031, the 2033 Notes will mature on November 15, 2033, the 2036 Notes will mature on November 15, 2036 and the 2056 Notes will mature on November 15, 2056. Interest on the 2028 Notes will be payable semi-annually, on May 3 and November 3 of each year, commencing on May 3, 2027, to holders of record on the preceding April 18 or October 19, as the case may be, interest on the Floating Rate Notes will be payable quarterly on February 3, May 3, August 3 and November 3 of each year, commencing on February 3, 2027, to holders of record on the preceding January 19, April 18, July 19 or October 19, as the case may be, and interest on the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes will be payable semi-annually, on May 15 and November 15 of each year, commencing on May 15, 2027, to holders of record on the preceding May 1 or November 1, as the case may be; provided that for so long as the Notes of a series are held by The Depository Trust Company, the record date for the Notes of such series will be the close of business on the business day preceding the applicable interest payment date.
Ranking
The Notes are the Issuer’s senior unsecured obligations and: (i) rank senior in right of payment to any of its existing and future subordinated indebtedness, (ii) rank equally in right of payment with any of its existing and future senior indebtedness, (iii) are effectively subordinated in right of payment to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and (iv) are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of its subsidiaries.
