HCA · HCA Healthcare, Inc.

HCA Inc., a direct wholly-owned subsidiary of HCA Healthcare, Inc., completed a significant debt financing transaction, issuing a total of $3.0 billion in senior notes. The offering is structured in three tranches with staggered maturities: $1.0 billion of 4.700% notes due 2031, $750 million of 5.000% notes due 2033, and $1.25 billion of 5.300% notes due 2036. This tranche structure allows the company to manage its debt maturity profile and lock in fixed interest rates across different time horizons. The interest rates reflect the prevailing market conditions and the company's credit profile at the time of the offering.

The notes are fully and unconditionally guaranteed by the parent company, HCA Healthcare, Inc., on a senior unsecured basis. This guarantee enhances the creditworthiness of the notes, potentially resulting in a lower cost of capital compared to unguaranteed subsidiary debt. The notes rank equally with the issuer's existing and future senior indebtedness and are structurally subordinated to liabilities of the issuer's subsidiaries.

The transaction was executed pursuant to an underwriting agreement dated April 27, 2026, with a syndicate of major underwriters including Citigroup, Barclays, BofA Securities, and J.P. Morgan. The notes were issued under the company's existing shelf registration statement, indicating a streamlined execution process. The indentures governing the notes include standard covenants limiting the issuer's ability to create liens and engage in sale-leaseback transactions, as well as restrictions on mergers and asset sales. A change of control triggering event, defined as both a change of control and a below investment grade rating event, would require the issuer to offer to repurchase the notes at 101% of principal amount plus accrued interest, providing protection for noteholders.