HCA INC. - FORM SC 13E3/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of
1934)
(Amendment No. 1)
HCA INC.
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(Name of the Issuer) |
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HCA Inc.
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Jack O. Bovender, Jr. Richard M. Bracken
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Thomas F. Frist, Jr., M.D. Frisco,
Inc. Frisco Partners Hercules Holding II, LLC Hercules Acquisition Corporation |
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Bain Capital Fund IX, L.P. KKR Millennium Fund L.P. KKR 2006 Fund L.P. |
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ML Global Private Equity Fund, L.P. |
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(Name of Person(s) Filing Statement) |
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Common Stock, par value $.01 per share
Nonvoting Common Stock, par value $.01 per share
(Title of Class of Securities)
404119109
(CUSIP Number of Class of Securities)
John M. Franck II, Esq.
Vice President and Corporate Secretary
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
(615) 344-9551
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)
Copies to:
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James
H. Cheek, III, Esq.
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Creighton OM. Condon, Esq.
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James C. Morphy, Esq. |
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David J. Sorkin, Esq. |
J.
Page Davidson, Esq.
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Clare OBrien, Esq.
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John Evangelakos, Esq. |
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Simpson Thacher & Bartlett LLP |
Bass, Berry & Sims PLC
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Shearman & Sterling LLP
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Sullivan & Cromwell LLP |
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425 Lexington Avenue |
315 Deaderick Street
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599 Lexington Avenue
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125 Broad Street |
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New York, NY 10017 |
Suite 2700
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New York, NY 10022
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New York, NY 10004 |
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(212) 455-2000 |
Nashville, Tennessee 37238
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(212) 848-4000
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(212) 558-4000 |
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(615) 742-6200
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This statement is filed in connection with (check the appropriate box):
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a.
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The filing of solicitation materials or an information statement subject to Regulation
14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
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b.
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The filing of a registration statement under the Securities Act of 1933. |
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c.
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A tender offer. |
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d.
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: þ
Check the following box if the filing is a final amendment reporting the results of the
transaction: o
Calculation of Filing Fee
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Transaction Valuation*
$21,279,088,602.46
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Amount of Filing Fee**
$2,276,862.48 |
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* |
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Calculated solely for purposes of determining the filing fee.
The transaction value was determined
based upon the sum of (a) $51.00 per share of 409,547,671 shares of HCA voting and nonvoting
common stock, par value $.01 per share (the HCA Common Stock), (b) $51.00 minus the weighted
average exercise price of $39.40 per share of outstanding options to
purchase 24,941,169
shares of HCA Common Stock, (c) $51.00 minus the weighted average exercise price of $20.34 per
share of outstanding options to purchase 3,104,006 shares of HCA Common Stock, (d) $51.00 per
share of restricted share units with respect to
134,261 shares of HCA Common Stock; and (e) $51.00 minus the exercise price of $2.29 per
share of outstanding warrants to purchase 16,910 shares of HCA Common Stock. |
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The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by
multiplying the transaction value by 0.000107. |
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
Amount
Previously Paid: $2,276,862.48
Form or Registration No.: Schedule 14A
Filing Party: HCA Inc.
Date Filed: August 9, 2006
INTRODUCTION
This
Amendment No. 1 to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto
(the Transaction Statement), is being filed by
(1) HCA Inc., a Delaware corporation (HCA or the
Company), the issuer of the HCA Common Stock that is subject to the Rule 13e-3 transaction,
(2) Jack
O. Bovender, Jr., an individual and a director, Chairman of the Board
of Directors and Chief Executive Officer of HCA and
Richard M. Bracken, an individual and a director and the President
of HCA (collectively referred to in the Proxy Statement as the
Management Investors), (3) Thomas F. Frist, Jr., M.D., an individual and a
director of the Company (Dr. Frist), (4) Frisco, Inc., a Delaware corporation, and Frisco Partners, a Tennessee general
partnership (together, the Frist
Entities), (5) Hercules Holding II, LLC, a Delaware limited liability company (Parent), (6) Hercules
Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent
(Merger Sub), (7) Bain Capital Fund IX, L.P., a
Cayman Islands exempted limited partnership, (8)
KKR Millennium Fund L.P., a Delaware limited partnership, and KKR 2006 Fund L.P., a Delaware
limited partnership, and (9) ML Global Private Equity Fund, L.P., a Cayman Islands exempted limited
partnership (collectively, the
Filing Persons).
Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of July 24,
2006, by and among the Company, Parent and Merger Sub, Merger Sub will merge with and
into the Company, the separate corporate
existence of Merger Sub will cease and the Company will continue as the surviving corporation (the
Merger). Upon completion of the Merger, each share of HCA Common Stock issued and outstanding
as of the effective time of the Merger (other than
shares held in the treasury of the Company, owned by any wholly-owned
subsidiary of Parent or the Company, held by shareholders who are
entitled to and who properly exercise appraisal rights under Delaware
law, or held by the Frist Entities or certain individuals or entities to whom the Frist Entities have assigned
certain of their rights, all of which shares will be
contributed to Parent immediately prior to the effective time of the Merger) will be converted
into the right to receive $51.00 in cash. The Merger Agreement also provides that immediately prior
to the effective time of the Merger, except as may be otherwise agreed by a holder and Parent, all
outstanding options to acquire HCA Common Stock will become fully vested and immediately
exercisable. Except as may be otherwise agreed by a holder and Parent, all such options (other than
certain options held by certain members of senior management and other employees that will be
converted into options in the surviving corporation) not exercised prior to the effective time of
the Merger will be cancelled and extinguished and converted into a right to receive an amount in cash equal to the
product of (1) the total number of shares of HCA Common Stock subject to the option multiplied by
(2) the excess of $51.00 over the exercise price per share of
HCA Common Stock underlying such option,
less any applicable withholding taxes. Certain members of senior management and other employees
will also be permitted to invest cash in the surviving corporation.
Concurrently with the filing of this Transaction Statement, the Company is filing with the
Securities and Exchange Commission a revised preliminary Proxy Statement (the Proxy Statement) under
Regulation 14A of the Securities Exchange Act of 1934, as
amended (the Exchange Act), relating to the special
meeting of the shareholders of the Company at which the shareholders
of the Company will consider and vote upon a proposal to adopt the
Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of
shareholders holding at least a majority of the shares of voting HCA Common Stock outstanding as of
the close of business on the record date relating
to the special meeting of shareholders.
The cross
references below are being supplied pursuant to General Instruction G to Schedule
13E-3 and show the location in the Proxy Statement of the information required to be included in
response to the items of Schedule 13E-3. The information contained in the Proxy Statement,
including all annexes thereto, is incorporated in its entirety herein by this reference, and the
responses to each Item in this Transaction Statement are qualified in their entirety by the information
contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Proxy Statement. All information
contained in this Transaction Statement concerning any of the Filing Persons has been provided by
such Filing Person and none of the Filing Persons, including the Company, takes responsibility for
the accuracy of any information not supplied by such Filing Person.
The filing of this Transaction Statement shall not be construed as an admission by any of the
Filing Persons or by any affiliate of a Filing Person, that HCA is controlled by any other Filing
Person or that any Filing Person is an affiliate of HCA within the meaning of Rule 13e-3 under
Section 13(e) of the Exchange Act.
TABLE OF CONTENTS
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Item 1. Summary Term Sheet |
Item 2. Subject Company Information |
Item 3. Identity and Background of Filing Person(s) |
Item 4. Terms of the Transaction |
Item 5. Past Contacts, Transactions, Negotiations and Agreements |
Item 6. Purpose of the Transaction and Plans or Proposals |
Item 7. Purposes, Alternatives, Reasons and Effects |
Item 8. Fairness of the Transaction |
Item 9. Reports, Opinions, Appraisals and Certain Negotiations |
Item 10. Source and Amounts of Funds or Other Consideration |
Item 11. Interest in Securities of the Subject Company |
Item 12. The Solicitation or Recommendation |
Item 13. Financial Information |
Item 14. Persons/Assets, Retained, Employed, Compensated or Used |
Item 15. Additional Information |
Item 16. Exhibits |
SIGNATURES |
Exhibit Index |
EX-99.(C)(7) PRESENTATION DATED JULY 11, 2006 |
EX-99.(C)(8) PRESENTATION DATED JULY 11, 2006 |
EX-99.(D)(6) LETTER DATED JULY 24, 2006 |
EX-99.(D)(7) LETTER DATED JULY 24, 2006 |
EX-99.(D)(8) LETTER DATED JULY 24, 2006 |
Item 1. Summary Term Sheet
Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions are incorporated
herein by reference:
Summary Term Sheet
Questions and Answers about the Special Meeting and the Merger
Item 2. Subject Company Information
Regulation M-A Item 1002
(a) |
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Name and Address. The Companys name and the address and telephone number of
its principal executive office are as follows: |
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
(615) 344-9551
(b) |
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Securities. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Questions
and Answers about the Special Meeting and the Merger
The Special Meeting Record Date
(c) |
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Trading Market and Price. The information set forth in the Proxy Statement
under the caption Important Information About HCA Market Price and Dividend Data is
incorporated herein by reference. |
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Dividends. The information set forth in the Proxy Statement under the caption
Important Information About HCA Market Price and Dividend Data is incorporated
herein by reference. |
(e) |
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Prior Public Offerings. None. |
(f) |
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Prior Stock Purchases. The information set forth in the Proxy Statement under
the caption Important Information About HCA Prior Stock Purchases is incorporated
herein by reference. |
Item 3.
Identity and Background of Filing Person(s)
Regulation M-A Item 1003
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(a) |
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Name and Address. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet The Merger and the Merger Agreement
The Parties to the Merger
Annex E Information Relating to the Sponsors, the First
Entities and HCA Directors and Executive Officers
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(b) |
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Business and Background of Entities. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet The Merger and the Merger Agreement
The Parties to the Merger
Important Information About HCA
Annex E Information Relating to the Sponsors, the First
Entities
and HCA Directors and Executive Officers
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(c) |
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Business and Background of Natural Persons. The information set forth in the
Proxy Statement in Annex E Information Relating to the Sponsors, the First
Entities and HCA Directors and Executive
Officers is incorporated herein by reference. |
Item 4.
Terms of the Transaction
Regulation M-A Item 1004
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(a) |
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Material Terms. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet
Questions and Answers about the Special Meeting and the Merger
The Special Meeting
Special Factors
The Merger Agreement
Annex A Agreement and Plan of Merger
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(c) |
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Different Terms. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet
Questions and Answers about the Special Meeting and the Merger
Special Factors Certain Effects of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
The Merger Agreement Treatment of Options and Other Awards
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(d) |
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Appraisal Rights. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
The Special Meeting Rights of Shareholders Who Object to the Merger
Dissenters Rights of Appraisal
Annex D Section 262 of the General Corporation Law of the
State of Delaware
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Provisions for Unaffiliated Security Holders. As described in the Proxy
Statement under Special FactorsBackground of the Merger, which is incorporated
herein by reference, the special committee of the board of directors of the Company
authorized the retention of a law firm, Sullivan & Cromwell LLP, to represent
certain executive officers in connection with the |
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proposed transaction and agreed that the Company will reimburse or pay the fees and
expenses of such law firm in connection with such representation. In addition,
certain members of senior management have, by reason of their position as such,
access to certain corporate files of the Company. There have been no other
provisions in connection with this transaction to grant unaffiliated security
holders access to the corporate files of the Filing Persons or to obtain counsel or
appraisal services at the expense of the Filing Persons. |
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(f) |
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Eligibility for Listing or Trading. Not applicable. |
Item 5.
Past Contacts, Transactions, Negotiations and Agreements
Regulation M-A 1005
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(a) |
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Transactions. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet
Special Factors Background of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Special Factors Certain Relationships Between Parent and HCA
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(b) |
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Significant Corporate Events. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet
Special Factors Background of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Important Information About HCA Prior Stock Purchases
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(c) |
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Negotiations or Contacts. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: |
Summary Term Sheet
Special Factors Background of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
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(e) |
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Agreements Involving the Subject Companys Securities. The information set
forth in the Proxy Statement under the following captions is incorporated herein by
reference: |
Summary Term Sheet
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Item 6.
Purpose of the Transaction and Plans or Proposals
Regulation M-A Item 1006
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(b) |
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Use of Securities Acquired. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers about the Special Meeting and the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Certain Effects of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
The Merger Agreement The Merger
The Merger Agreement Treatment of Options and Other Awards
Annex A Agreement and Plan of Merger
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(c)(1)-(8) |
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Plans. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers about the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Certain Effects of the Merger
Special Factors Financing of the Merger
Special Factors Interests of the Companys
Directors and Executive Officers in the Merger
The Merger Agreement
Annex A Agreement and Plan of Merger
Item 7.
Purposes, Alternatives, Reasons and Effects
Regulation M-A Item 1013
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(a) |
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Purposes. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers about the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation
of the Special Committee and of Our Board of Directors; Fairness of
the Merger
Special Factors Purpose and Reasons for the Merger of Management Investors
Special Factors Purpose and Reasons for the Merger of
Dr. Frist and the Frist Entities
Special Factors Purpose and Reasons for the Merger of
Parent, Merger Sub and the Sponsors
Special Factors Purposes, Reasons and Plans for HCA after the Merger
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(b) |
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Alternatives. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation
of the Special Committee and of Our Board of Directors; Fairness of
the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Effects on the Company if the Merger is Not Completed
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(c) |
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Reasons. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers about the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation
of the Special Committee and of Our Board of Directors; Fairness of
the Merger
Special Factors Purpose and Reasons for the Merger of Management Investors
Special Factors Purpose and Reasons for the Merger of
Dr. Frist and the Frist Entities
Special Factors Purpose and Reasons for the Merger of
Parent, Merger Sub and the Sponsors
Special Factors Opinions of Financial Advisors
Special Factors Purposes, Reasons and Plans for HCA after the Merger
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(d) |
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Effects. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers About the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Certain Effects of the Merger
Special Factors Effects on the Company if the Merger is Not Completed
Special Factors Material U.S. Federal Income Tax Consequences of the Merger to Our Shareholders
The Merger Agreement
Annex A Agreement and Plan of Merger
Item 8.
Fairness of the Transaction
Regulation M-A 1014
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(a) |
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Fairness. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers About the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Position of Management Investors as to Fairness
Special Factors Position of Dr. Frist and the Frist
Entities as to Fairness
Special Factors Position of Parent, Merger Sub and the
Sponsors as to Fairness
Special Factors Opinions of Financial Advisors
Annex B Opinion of Credit Suisse Securities (USA) LLC
Annex C Opinion of Morgan Stanley & Co. Incorporated
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(b) |
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Factors Considered in Determining Fairness. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers About the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Position of Management Investors as to Fairness
Special Factors Position of Dr. Frist and the Frist
Entities as to Fairness
Special Factors Position of Parent, Merger Sub and the
Sponsors as to Fairness
Special Factors Opinions of Financial Advisors
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Annex B Opinion of Credit Suisse Securities (USA) LLC
Annex C Opinion of Morgan Stanley & Co. Incorporated
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(c) |
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Approval of Security Holders. The transaction is not structured so that the
approval of at least a majority of unaffiliated security holders is required. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers About the Special Meeting and the Merger
The Special Meeting Voting Rights; Quorum; Vote Required for Approval
The Merger Agreement
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(d) |
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Unaffiliated Representative. An unaffiliated representative was not retained to
act solely on behalf of unaffiliated security holders for purposes of negotiating the
terms of the transaction or preparing a report concerning the fairness of the
transaction. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Opinions of Financial Advisors
Annex B Opinion of Credit Suisse Securities (USA) LLC
Annex C Opinion of Morgan Stanley & Co. Incorporated
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(e) |
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Approval of Directors. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
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(f) |
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Other Offers. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Special
Factors Background of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Item 9.
Reports, Opinions, Appraisals and Certain Negotiations
Regulation M-A Item 1015
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(a) |
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Report, Opinion or Appraisal. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Opinions of Financial Advisors
The Merger Agreement Representations and Warranties
Important Information About HCA Projected Financial
Information
Annex B Opinion of Credit Suisse Securities (USA) LLC
Annex C Opinion of Morgan Stanley & Co. Incorporated
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(b) |
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Preparer and Summary of the Report, Opinion or Appraisal. The information set
forth in the Proxy Statement under the following captions is incorporated herein by
reference: |
Summary Term Sheet Other Important Considerations
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Special Factors Opinions of Financial Advisors
The Merger Agreement Representations and Warranties
Annex B Opinion of Credit Suisse Securities (USA) LLC
Annex C Opinion of Morgan Stanley & Co. Incorporated
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(c) |
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Availability of Documents. The reports, opinions or appraisals referenced in
this Item 9 will be made available for inspection and copying at the principal
executive offices of the Company during its regular business hours by any interested
holder of HCA Common Stock. |
Item 10.
Source and Amounts of Funds or Other Consideration
Regulation M-A Item 1007
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(a) |
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Source of Funds. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Special Factors Background of the Merger
Special Factors Financing of the Merger
Special Factors Guarantees; Remedies
Special Factors Fees and Expenses of the Merger
The Merger Agreement
Annex A Agreement and Plan of Merger
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(b) |
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Conditions. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet The Merger and the Merger Agreement
Questions and Answers about the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Certain Effects of the Merger
Special Factors Effects on the Company if the Merger is Not Completed
Special Factors Financing of the Merger
The Merger Agreement
Annex A Agreement and Plan of Merger
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(c) |
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Expenses. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: |
Summary Term Sheet The Merger and the Merger Agreement
Special Factors Background of the Merger
Special Factors Financing of the Merger
Special Factors Fees and Expenses of the Merger
The Merger Agreement Termination Fees
Annex A Agreement and Plan of Merger
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(d) |
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Borrowed Funds. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Special Factors Background of the Merger
Special Factors Financing of the Merger
Annex A Agreement and Plan of Merger
Item 11.
Interest in Securities of the Subject Company
Regulation M-A Item 1008
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(a) |
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Securities Ownership. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Important Information About HCA Security Ownership of Certain Beneficial Owners and Management
Except as set forth in the Proxy Statement under the caption Important Information About HCA
Security Ownership of Certain Beneficial Owners and Management, none of the persons or entities
identified in response to Item 3 of this Transaction Statement beneficially own any shares of HCA
Common Stock.
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(b) |
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Securities Transactions. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: |
Important Information About HCA Security Ownership of Certain Beneficial Owners and Management
Important Information About HCA Prior Stock Purchases
Except as set forth in the Proxy Statement under the caption
Important Information About HCA Prior Stock Purchases, none of the persons or entities
identified in response to Item 3 of this Transaction Statement have effected any transactions in
shares of HCA Common Stock during the past 60 days.
Item 12.
The Solicitation or Recommendation
Regulation M-A Item 1012
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(d) |
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Intent to Tender or Vote in a Going-Private Transaction. The information set
forth in the Proxy Statement under the following captions is incorporated herein by
reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers about the Special Meeting and the Merger
The Special Meeting Voting Rights; Quorum; Vote Required for Approval
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Purpose and Reasons for the Merger of Management Investors
Special Factors Purpose and Reasons for the Merger of
Dr. Frist and the Frist Entities
Special Factors Purpose, Reasons and Plans for HCA after
the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
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(e) |
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Recommendations of Others. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: |
Summary Term Sheet Other Important Considerations
Questions and Answers about the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Purpose and Reasons for the Merger of Management Investors
Special Factors Purpose and Reasons for the Merger of
Dr. Frist and the Frist Entities
Special Factors Purposes, Reasons and Plans for HCA after the Merger
Item 13.
Financial Information
Regulation M-A Item 1010
|
(a) |
|
Financial Statements. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: |
Important
Information About HCA Historical Selected Financial Information
Important Information About HCA Ratio of Earnings to Fixed Charges
Important Information About HCA Book Value Per Share
Where You Can Find More Information
|
(b) |
|
Pro Forma Information. Not applicable. |
Item 14.
Persons/Assets, Retained, Employed, Compensated or Used
Regulation M-A Item 1009
|
(a) |
|
Solicitations or Recommendations. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet
Questions and Answers about the Special Meeting and the Merger
The Special Meeting Solicitation of Proxies
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Special Factors Fees and Expenses of the Merger
|
(b) |
|
Employees and Corporate Assets. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: |
Summary Term Sheet
Questions and Answers about the Special Meeting and the Merger
Special Factors Background of the Merger
Special Factors Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors;
Fairness of the Merger
Special Factors Interests of the Companys Directors and Executive Officers in the Merger
Item 15.
Additional Information
Regulation M-A Item 1011
|
(b) |
|
Other Material Information. The information contained in the Proxy Statement,
including all annexes thereto, is incorporated herein by reference. |
Item 16.
Exhibits
Regulation M-A Item 1016
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(a)(1)
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Letter to Shareholders of HCA Inc.,
incorporated herein by reference to the Proxy Statement on
Schedule 14A initially filed by HCA Inc. with the Securities and Exchange
Commission on August 9, 2006 (as amended, the Proxy
Statement) |
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(a)(2)
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Notice of Special Meeting of
Shareholders of HCA Inc., incorporated herein by reference to the
Proxy Statement |
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(a)(3)
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Proxy Statement of HCA Inc.,
incorporated herein by reference to the Proxy Statement |
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(b)(1)
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|
Debt Commitment Letter, dated as of July 24, 2006, among Hercules Holding II, LLC and
Bank of America, N.A., Banc of America Bridge LLC, Banc of America Securities LLC,
JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc.,
Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Merrill Lynch)* |
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(c)(1)
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Fairness Opinion of Credit Suisse Securities (USA) LLC, dated July 23, 2006,
incorporated herein by reference to the Proxy Statement |
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(c)(2)
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Fairness Opinion of Morgan Stanley
& Co. Incorporated, dated as of July 23, 2006,
incorporated herein by reference to the Proxy Statement |
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(c)(3)
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Presentation of Credit Suisse
Securities (USA) LLC and Morgan Stanley & Co. Incorporated to
the Special Committee of the Board of Directors of HCA Inc.,
dated July 17, 2006* |
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(c)(4)
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Presentation of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated to the Special Committee of the Board of Directors of HCA Inc., dated July
23, 2006* |
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(c)(5)
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Presentation of McKinsey &
Company, Inc., dated July 17, 2006* |
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(c)(6)
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Presentation of Merrill Lynch to
the Board of Directors of HCA Inc., dated May 25, 2006* |
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(c)(7) |
|
Presentation of Bain, KKR and
Merrill Lynch Global Private Equity to Credit Suisse Securities (USA) LLC,
Morgan Stanley & Co. Incorporated and Shearman & Sterling LLP, dated July 11, 2006 |
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(c)(8) |
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Presentation of McKinsey & Company, Inc., dated July 11, 2006 |
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(d)(1)
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Agreement and Plan of Merger, dated July 24, 2006, between HCA Inc., Hercules
Holding II, LLC and Hercules Acquisition Corporation, incorporated herein by reference
to the Proxy Statement |
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(d)(2)
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Rollover Letter, dated July 24, 2006, between Frisco Partners, Frisco, Inc. and
Hercules Holding II, LLC* |
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(d)(3)
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Letter, dated July 24, 2006,
from Jack O. Bovender, Jr. to Hercules Holding II, LLC* |
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(d)(4)
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Letter, dated July 24, 2006,
from Richard M. Bracken to Hercules Holding II, LLC* |
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(d)(5)
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Interim Investors Agreement, dated July 24, 2006, by and among Hercules
Holdings II, LLC and the parties listed on the signature pages
thereto* |
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(d)(6) |
|
Letter, dated July 24, 2006, between Bain Capital Fund IX, L.P. and Hercules Holding II, LLC |
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(d)(7) |
|
Letter, dated July 24, 2006, between KKR Millennum Fund L.P., KKR 2006 Fund L.P. (as
assignee of the rights and obligations of KKR PEI Investments, L.P.) and Hercules Holding II, LLC |
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(d)(8) |
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Letter, dated July 24, 2006, between ML Global Private Equity Fund, L.P. and Hercules
Holding II, LLC |
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(f)(1)
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Section 262 of the General
Corporation Law of the State of Delaware, incorporated herein by reference
to Annex D of the Proxy Statement |
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(g)
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None |
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*
Previously filed on August 9, 2006
|
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated
September 15, 2006
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HCA INC. |
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By: |
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/s/ R. Milton Johnson |
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Name: |
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R. Milton Johnson |
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Title: |
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Executive Vice President |
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and Chief Financial Officer |
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JACK O. BOVENDER, JR. |
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/s/ Jack O. Bovender,
Jr. |
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Jack O. Bovender, Jr. |
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RICHARD M. BRACKEN |
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/s/ Richard M. Bracken |
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Richard M. Bracken |
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THOMAS F. FRIST, JR., M.D. |
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/s/ Thomas F. Frist,
Jr., M.D. |
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Thomas F. Frist, Jr., M.D. |
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FRISCO, INC.
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By: |
/s/
Thomas F. Frist, Jr., M.D. |
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Name: |
Thomas F. Frist, Jr., M.D. |
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Title: |
Authorized
Person |
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|
FRISCO PARTNERS
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By: |
/s/
Thomas F. Frist, Jr., M.D. |
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Name: |
Thomas F. Frist, Jr., M.D. |
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Title: |
Authorized
Person |
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HERCULES HOLDING II, LLC
|
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By: |
/s/
Chris Gordon |
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Name: |
Chris
Gordon |
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Title: |
President |
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|
HERCULES ACQUISITION CORPORATION
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By: |
/s/
Chris Gordon |
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Name: |
Chris
Gordon |
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Title: |
President |
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BAIN CAPITAL FUND IX, L.P.
By: BAIN CAPITAL PARTNERS IX, L.P.,
its general partner
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By: BAIN CAPITAL INVESTORS, LLC,
its general partner
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By: |
/s/
Stephen G. Pagliuca |
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Name: |
Stephen G. Pagliuca |
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Title: |
Managing
Director |
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KKR MILLENNIUM FUND L.P.
By: KKR ASSOCIATES MILLENNIUM L.P.,
its general partner
By: KKR MILLENNIUM GP LLC,
its general partner
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By: |
/s/
Michael W. Michelson |
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Name: |
Michael W. Michelson |
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Title: |
Member |
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KKR 2006 FUND L.P.
By: KKR ASSOCIATES 2006 L.P.,
its general partner
|
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By: KKR 2006 GP LLC,
its general partner
|
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By: |
/s/
Michael W. Michelson |
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Name: |
Michael W. Michelson |
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Title: |
Member |
|
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ML GLOBAL PRIVATE EQUITY FUND, L.P.
By: MLGPE LTD, its General Partner
|
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By: |
/s/ Frank J. Marinaro |
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Name: |
Frank J. Marinaro |
|
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Title: |
Vice
President and Secretary |
|
Exhibit Index
|
|
|
|
|
|
|
(a)(1)
|
|
Letter to Shareholders of HCA Inc.,
incorporated herein by reference to the Proxy Statement on
Schedule 14A initially filed by HCA Inc. with the Securities and Exchange
Commission on August 9, 2006 (as amended, the Proxy
Statement) |
|
|
|
|
|
|
|
(a)(2)
|
|
Notice of Special Meeting of
Shareholders of HCA Inc., incorporated herein by reference to the
Proxy Statement |
|
|
|
|
|
|
|
(a)(3)
|
|
Proxy Statement of HCA Inc.,
incorporated herein by reference to the Proxy Statement |
|
|
|
|
|
|
|
(b)(1)
|
|
Debt Commitment Letter, dated as of July 24, 2006, among Hercules Holding II, LLC and
Bank of America, N.A., Banc of America Bridge LLC, Banc of America Securities LLC,
JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc.,
Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (Merrill Lynch)* |
|
|
|
|
|
|
|
(c)(1)
|
|
Fairness Opinion of Credit Suisse Securities (USA) LLC, dated July 23, 2006,
incorporated herein by reference to the Proxy Statement |
|
|
|
|
|
|
|
(c)(2)
|
|
Fairness Opinion of Morgan Stanley
& Co. Incorporated, dated as of July 23, 2006,
incorporated herein by reference to the Proxy Statement |
|
|
|
|
|
|
|
(c)(3)
|
|
Presentation of Credit Suisse
Securities (USA) LLC and Morgan Stanley & Co. Incorporated to
the Special Committee of the Board of Directors of HCA Inc.,
dated July 17, 2006* |
|
|
|
|
|
|
|
(c)(4)
|
|
Presentation of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co.
Incorporated to the Special Committee of the Board of Directors of HCA Inc., dated July
23, 2006* |
|
|
|
|
|
|
|
(c)(5)
|
|
Presentation of McKinsey &
Company, Inc., dated July 17, 2006* |
|
|
|
|
|
|
|
(c)(6)
|
|
Presentation of Merrill Lynch to
the Board of Directors of HCA Inc., dated May 25, 2006* |
|
|
|
|
|
|
|
(c)(7)
|
|
Presentation of Bain, KKR and
Merrill Lynch Global Private Equity to Credit Suisse Securities
(USA) LLC, Morgan Stanley & Co. Incorporated and Shearman & Sterling LLP, dated July 11, 2006 |
|
|
|
|
|
|
|
(c)(8) |
|
Presentation of McKinsey & Company, Inc., dated July 11, 2006 |
|
|
|
|
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated July 24, 2006, between HCA Inc., Hercules
Holding II, LLC and Hercules Acquisition Corporation, incorporated herein by reference
to the Proxy Statement |
|
|
|
|
|
|
|
(d)(2)
|
|
Rollover Letter, dated July 24, 2006, between Frisco Partners, Frisco, Inc. and
Hercules Holding II, LLC* |
|
|
|
|
|
|
|
(d)(3)
|
|
Letter, dated July 24, 2006,
from Jack O. Bovender, Jr. to Hercules Holding II, LLC* |
|
|
|
|
|
|
|
(d)(4)
|
|
Letter, dated July 24, 2006,
from Richard M. Bracken to Hercules Holding II, LLC* |
|
|
|
|
|
|
|
(d)(5)
|
|
Interim Investors Agreement, dated July 24, 2006, by and among Hercules
Holdings II, LLC and the parties listed on the signature pages
thereto* |
|
|
|
|
|
|
|
(d)(6) |
|
Letter, dated July 24, 2006, between Bain Capital Fund IX, L.P. and Hercules Holding II, LLC |
|
|
|
|
|
|
|
(d)(7) |
|
Letter, dated July 24, 2006, between KKR Millennum Fund L.P., KKR 2006 Fund L.P. (as assignee of the rights and obligations of KKR PEI Investments, L.P.) and Hercules Holding II, LLC |
|
|
|
|
|
|
|
(d)(8) |
|
Letter, dated July 24, 2006, between ML Global Private Equity Fund, L.P. and Hercules Holding II, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
(f)(1)
|
|
Section 262 of the General
Corporation Law of the State of Delaware, incorporated herein by reference
to Annex D of the Proxy Statement |
|
|
|
|
|
|
|
(g)
|
|
None |
|
|
|
|
|
*
Previously filed on August 9, 2006
|