HCA Healthcare 8-K

Summary

HCA Healthcare subsidiary HCA Inc. completed a $6.5B aggregate-principal senior notes offering on 11/05/2026, guaranteed on a senior unsecured basis by HCA Healthcare. The new principal is ≈13% of HCA’s $50.5B total debt at 9/30/2026 (Q3 2026 10-Q).

Key Figures

• Principal and terms: $500M of 5.200% notes due 11/03/2028; $300M of floating-rate notes due 11/03/2028; $1.0B of 5.350% notes due 11/15/2029; $1.25B of 5.500% notes due 11/15/2031; $1.2B of 5.750% notes due 11/15/2033; $1.5B of 6.000% notes due 11/15/2036; and $750M of 6.500% notes due 11/15/2056.
• The notes are HCA Inc.’s senior unsecured obligations: senior to subordinated debt and equal in payment priority with senior debt, but effectively subordinated to secured debt to the extent of collateral and structurally subordinated to liabilities of subsidiaries. HCA Healthcare fully and unconditionally guarantees them on a senior unsecured basis.
• The indentures limit certain liens and sale-leaseback transactions and restrict specified mergers and dispositions of substantially all assets. HCA Inc. may redeem the fixed-rate notes under the indenture terms; the floating-rate notes cannot be redeemed before maturity. Following a qualifying ratings downgrade and specified change of control, holders may require repurchase at 101% of principal plus accrued and unpaid interest.
• HCA Healthcare and HCA Inc. entered the underwriting agreement on 11/02/2026 with Mizuho Securities USA, Barclays Capital, BofA Securities and Wells Fargo Securities as representatives of the underwriters.