Underwriting Agreement for $500,000,000 6.95% Notes due 2012 between HCA Inc. and Underwriters

Contract Categories: Business Finance › Underwriting Agreements
Summary

HCA Inc. has entered into an agreement with a group of underwriters, led by Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., to sell $500 million in 6.95% notes due in 2012. The underwriters agree to purchase the notes at a specified price and resell them to investors. The agreement outlines the terms of the notes, including interest rate, maturity date, and redemption provisions. The transaction is scheduled to close on April 26, 2002. This contract sets the obligations for both HCA Inc. and the underwriters regarding the sale and purchase of these debt securities.

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EX-1.2 3 g75896ex1-2.txt UNDERWRITING AGREEMENT EXHIBIT 1.2 UNDERWRITING AGREEMENT (TERMS) ---------------------- $500,000,000 6.95% Notes due 2012 ---------------------- April 23, 2002 HCA Inc. One Park Plaza Nashville, Tennessee 37203 Dear Sirs/Madams: The underwriters set forth below (the "Underwriters"), for which Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. are acting as Managers (the "Managers"), understand that HCA Inc. (f/k/a HCA - The Healthcare Company, and previously Columbia/HCA Healthcare Corporation), a Delaware corporation (the "Company"), proposes to issue and sell $500,000,000 aggregate principal amount of its 6.95% Notes due 2012 (the "Offered Securities"). The Offered Securities will be issued pursuant to the provisions of an Indenture dated as of December 16, 1993, as supplemented (the "Indenture"), between the Company and The Bank of New York, as successor trustee (the "Trustee"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective principal amounts of the Offered Securities set forth below opposite their names at a purchase price of 99.185% of the principal amount of the Offered Securities.
Principal Amount of Offered Securities ------------------ Deutsche Bank Securities Inc. ........................ $ 175,000,000 J.P. Morgan Securities Inc. .......................... 175,000,000 Banc of America Securities LLC ....................... 25,000,000 Fleet Securities, Inc. ............................... 25,000,000 Mizuho International plc ............................. 25,000,000 Scotia Capital (USA) Inc. ............................ 25,000,000 SunTrust Capital Markets, Inc. ....................... 25,000,000 BNY Capital Markets, Inc. ............................ 12,500,000 Wachovia Securities, Inc. ............................ 12,500,000 ------------------ Total........................................ $ 500,000,000 ==================
The Underwriters will pay for the Offered Securities upon delivery thereof at the offices of Deutsche Bank Securities Inc. or through the facilities of the Depository Trust Company at 10:00 a.m. (New York time) on April 26, 2002 (the "Closing Date"). The Offered Securities shall have the terms set forth in the Prospectus dated December 19, 2000, and the Prospectus Supplement dated April 23, 2002, including the following: Public Offering Price: 99.835% of principal amount Purchase Price: 99.185% of principal amount Maturity Date: May 1, 2012 Interest Rate: 6.95% Interest Payment Dates: May 1 and November 1 of each year, commencing November 1, 2002. Interest accrues from April 26, 2002. Redemption Provisions: The Company may, at its option, redeem the Offered Securities at any time at the price described in the Prospectus Supplement. Current Ratings: Standard & Poor's Ratings Service -- BBB- Moody's Investors Service, Inc. -- Ba1
2 All provisions contained in the document entitled Underwriting Agreement Standard Provisions (Debt Securities), dated as of January 23, 2001, a copy of which is attached hereto, are incorporated by reference in their entirety herein and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement, and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 Please confirm your agreement by having an authorized officer sign a copy of this Underwriting Agreement in the space set forth below. Very truly yours, Acting on behalf of themselves and the several Underwriters named herein: By: Deutsche Bank Securities Inc. By: /s/ Christopher T. Whitman ------------------------------- Name: Christopher T. Whitman ------------------------------- Title: Managing Director ------------------------------- By: J.P. Morgan Securities Inc. By: /s/ Jess C. Padilla ------------------------------- Name: Jess C. Padilla ------------------------------- Title: Vice President ------------------------------- Accepted: HCA Inc. By: /s/ David G. Anderson ------------------------------------------------ Name: David G. Anderson ------------------------------------------------ Title: Senior Vice President--Finance and Treasurer ------------------------------------------------ 4