[8-K] HCA Healthcare, Inc. Reports Material Event

Rhea-AI Filing Summary

Cantaloupe, Inc. (NASDAQ: CTLP) has agreed to be acquired by 365 Retail Markets, LLC in an all-cash transaction valued at $11.20 per common share. The deal will be executed through a merger of Catalyst MergerSub Inc. into Cantaloupe, after which Cantaloupe will become a wholly owned subsidiary of Catalyst Holdco II, Inc. Preferred shareholders will be cashed out immediately prior to closing at $11.00 per share plus accrued dividends. The Board of Directors unanimously approved the Agreement and Plan of Merger signed 15 June 2025 and recommends that shareholders vote “FOR” the Merger Proposal, the Advisory Compensation Proposal, and any needed Adjournment Proposal at a still-to-be-scheduled virtual special meeting.

Key terms include:

• Consideration: $11.20 cash per outstanding common share (treasury, rollover and certain other shares excluded).
• Total funding need: approximately $945 million, to cover equity payouts, preferred redemption, option/RSU settlements, debt pay-off and fees. 365 has secured committed debt financing to meet these obligations.
• Conditions: majority shareholder approval (common and preferred voting together on an as-converted basis) and expiration or termination of the Hart-Scott-Rodino waiting period. The merger is not subject to a financing condition.
• Termination fee: Cantaloupe must pay 365 $31.5 million under specified circumstances, including acceptance of a superior proposal.
• Fairness opinion: J.P. Morgan rendered a written opinion on 15 June 2025 that the $11.20 cash consideration is fair, from a financial point of view, to unaffiliated common shareholders.
• Delisting: Upon completion, CTLP shares will be removed from Nasdaq and deregistered with the SEC.

Directors and certain shareholders (including Hudson Executive Capital LP) have entered into voting agreements covering an undisclosed percentage of voting power. All equity awards held by employees and directors will vest or be cashed out as described in the proxy. The merger is expected to close in the second half of 2025, subject to the satisfaction of closing conditions.

Positive

• All-cash offer of $11.20 per share provides immediate, certain value to common shareholders.
• Unanimous board approval and third-party fairness opinion support the deal’s financial fairness.
• Committed debt financing reduces closing risk; transaction is not subject to financing conditions.
• Limited regulatory hurdles – only HSR clearance required, expediting the timetable.

Negative

• Company will be delisted and deregistered, eliminating future upside for current shareholders.
• No-solicitation covenant and $31.5 million break-fee could deter superior bids.
• Potential conflicts of interest from equity rollover discussions and sizable executive payouts.
• Shareholder roll-up information missing; placeholders leave uncertainty on actual voting support percentages.

Insights

M&A Specialist

TL;DR (25 words)

All-cash buyout at $11.20 offers certainty; unanimous board and financing secured, but delisting, rollover talks and $31.5 m break-fee introduce execution and governance risks.

Deal economics & structure: Cash consideration provides immediate liquidity and removes market risk for existing shareholders. Absence of financing condition lowers closing uncertainty. Preference redemption at $11.00 simplifies capital structure.

Governance & process: Unanimous board approval and J.P. Morgan fairness opinion strengthen the transaction’s credibility. However, voting agreements plus a no-solicitation covenant limit competing bids. $31.5 million termination fee and potential rollover for the chairman may be viewed as entrenching.

Regulatory & timing: Only HSR clearance is needed; no cross-border approvals disclosed, suggesting limited antitrust friction. Targeted closing in H2 2025 seems achievable.

Shareholder impact: Common shareholders receive a fixed cash exit; upside participation ends upon delisting. Holders evaluating the offer must weigh cash premium versus foregone long-term growth prospects.

Corporate Governance Analyst

TL;DR (22 words)

Transaction aligns with fiduciary duties, yet tight no-shop, break-fee and insider equity rollovers raise minority-shareholder fairness concerns.

Board obtained an external fairness opinion and discloses executive interests, mitigating conflict risk. Nonetheless, placeholders for record-date share counts and voting power leave investors unable to gauge support concentration. Equity award acceleration and potential new employment arrangements create sizeable payouts that could influence management’s objectivity.

Voting agreements secure undisclosed but material voting power, reducing likelihood of alternative offers. Shareholders must rely on the board’s rationale and fairness opinion when assessing deal adequacy.

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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): July 11, 2025 (July 8, 2025)

HCA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-11239		27-3865930
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Park Plaza, Nashville, Tennessee		37203
(Address of principal executive offices)		(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 par value per share		HCA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 8, 2025, the Board of Directors (the “Board”) of HCA Healthcare, Inc. (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed John W. Chidsey, III to the Company’s Board effective July 15, 2025, increasing the number of directors on the Board from 9 to 10. Mr. Chidsey will serve on the Board’s Audit and Compliance Committee, Compensation Committee and Patient Safety and Quality of Care Committee.

Mr. Chidsey was appointed to the Board pursuant to the Company’s Amended and Restated Certificate of Incorporation, which provides that a majority of directors on the Board may determine the number of directors which shall constitute the Board and that the Board may fill a newly created directorship resulting from any increase in the number of directors on the Board. There is no arrangement or understanding between Mr. Chidsey and any other person pursuant to which Mr. Chidsey was selected as a director on the Board, nor is Mr. Chidsey a member of the family of any executive officer of the Company or of any other director on the Board. There have been no transactions, proposed or otherwise, in which Mr. Chidsey participated or will participate that would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K. Mr. Chidsey will participate in the compensation program the Company maintains for its non-management directors, which compensation program was described in the Current Report on Form 8-K the Company filed with the Securities and Exchange Commission on April 29, 2025.

A copy of the press release issued by the Company announcing Mr. Chidsey’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit  No.		Description
99.1		Press Release, dated July 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HCA HEALTHCARE, INC.
		By:		/s/ John M. Franck II
				John M. Franck II
				Vice President – Legal and Corporate Secretary

Date: July 11, 2025

FAQ

What will CTLP common shareholders receive in the merger?

Each outstanding share will be converted into $11.20 in cash, without interest and less applicable withholding taxes.

How are CTLP preferred shares treated?

All Series A Convertible Preferred Stock will be redeemed at $11.00 per share plus accrued dividends immediately before the merger closes.

Is the transaction subject to financing conditions?

No. 365 Retail Markets has committed debt financing in place, and the merger agreement is not contingent on financing.

What are the main closing conditions for the CTLP merger?

Shareholder approval (majority of votes cast) and expiration or termination of the HSR Act waiting period are the key conditions.

What happens to CTLP stock after the merger closes?

CTLP shares will be delisted from Nasdaq and the company will cease SEC reporting; shareholders will no longer own equity in the surviving corporation.