Bond HCA International 4.5% ( US404119BU21 ) in USD

HCA International

100 % ▲

United States

US404119BU21 ( in USD )

4.5% per year ( payment 2 times a year)

15/02/2027

Prospectus brochure of the bond HCA US404119BU21 en USD 4.5%, maturity 15/02/2027

1 000 USD

1 200 000 000 USD

404119BU2

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/02/2026 ( In 8 days )

HCA, or Healthcare Associated Infections, are infections acquired in healthcare settings, affecting patients, healthcare workers, and visitors.

The Bond issued by HCA International ( United States ) , in USD, with the ISIN code US404119BU21, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/02/2027

The Bond issued by HCA International ( United States ) , in USD, with the ISIN code US404119BU21, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by HCA International ( United States ) , in USD, with the ISIN code US404119BU21, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B5 1 d238821d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-201463
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
maximum
maximum
Amount of
Title of each class of
Amount to be
offering price
aggregate
registration
securities to be registered

registered

per security

offering price

fee(1)
4.500% Senior Notes due 2027

$1,200,000,000
100.00%

$1,200,000,000
$120,840.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospe c t us supple m e nt
To Prospectus dated January 13, 2015
$1,200,000,000

H CA I nc .
4.500% Senior secured notes due 2027
HCA Inc. is offering $1,200,000,000 aggregate principal amount of 4.500% senior secured notes due 2027, which we refer to as
the "notes." The notes will bear interest at a rate of 4.500% per annum. HCA Inc. will pay interest on the notes semi-annually, in
cash in arrears, on February 15 and August 15 of each year, beginning on February 15, 2017. The notes will mature on
February 15, 2027.
We may redeem the notes, at any time in whole or from time to time in part, at the redemption prices described in this prospectus
supplement. In addition, if we experience certain kinds of changes in control, we may be required to repurchase the notes on the
terms described in this prospectus supplement. If we sell certain assets and do not reinvest the proceeds or repay indebtedness,
we must offer to repurchase the notes.
The notes will be HCA Inc.'s senior obligations and will rank equally and ratably with all of its existing and future senior
indebtedness and senior to any of its existing and future subordinated indebtedness. The notes will be fully and unconditionally
guaranteed on a senior unsecured basis by our direct parent, HCA Holdings, Inc., and on a senior secured basis by each domestic
subsidiary that guarantees HCA Inc.'s senior secured credit facilities (as defined herein), other than certain subsidiaries that
guarantee only HCA Inc.'s asset-based revolving credit facility. To the extent lenders under the senior secured credit facilities
release any guarantor from its obligations, such guarantor will also be released from its obligations under the notes.
The notes and related guarantees will be secured by first-priority liens, subject to permitted liens, on HCA Inc.'s and HCA Inc.'s
subsidiary guarantors' assets, subject to certain exceptions, that will from time to time secure HCA Inc.'s cash flow credit facility on
a first-priority basis. The notes and related guarantees will be secured by second-priority liens, subject to permitted liens, on HCA
Inc.'s and HCA Inc.'s subsidiary guarantors' assets that will secure HCA Inc.'s asset-based revolving credit facility on a first-priority
basis. The notes will share equally in the collateral securing HCA Inc.'s cash flow credit facility and other first lien notes. To the
extent the collateral agent for the lenders under the cash flow credit facility releases any liens during any period when the
collateral agent has authority to do so under the first lien intercreditor agreement, the lien securing the obligations under the notes
will also be released.
HCA Inc. intends to use the net proceeds of this offering to refinance a portion of HCA Inc.'s term loan B-4 facility and for general
corporate purposes.
I nve st ing in t he not e s involve s risk s. Se e "Risk fa c t ors" be ginning on pa ge S -1 2 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission or ot he r
re gula t ory body ha s a pprove d or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us
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Final Prospectus Supplement
supple m e nt or t he a t t a c he d prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a
c rim ina l offe nse .

Proc e e ds t o
H CA I nc .(1 )

Public offe ring pric e (1 ) U nde rw rit ing disc ount (be fore e x pe nse s)

Pe r not e T ot a l
Pe r not e
T ot a l
Pe r not e T ot a l

4.500% Senior Secured Notes
due 2027
100.00% $1,200,000,000
1.00% $
12,000,000 99.00% $1,188,000,000

(1) Plus accrued interest, if any, from August 15, 2016.
Joint book-running managers

J .P. M orga n

Ba rc la ys

BofA M e rrill Lync h
Cit igroup

Cre dit Suisse
De ut sc he Ba nk Se c urit ie s
Goldm a n, Sa c hs & Co.

M orga n St a nle y

RBC Ca pit a l M a rk e t s
SunT rust Robinson H um phre y

U BS I nve st m e nt Ba nk

We lls Fa rgo Se c urit ie s
Co-managers

Cre dit Agric ole CI B

M izuho Se c urit ie s
Fift h T hird Se c urit ie s

SM BC N ik k o
Prospectus supplement dated August 8, 2016
Table of Contents
Y ou should re ly only on t he inform a t ion c ont a ine d in a nd inc orpora t e d by re fe re nc e in t his prospe c t us
supple m e nt a nd t he a c c om pa nying prospe c t us. N e it he r H CA I nc . nor t he unde rw rit e rs ha ve a ut horize d
a nyone t o provide you w it h a ny inform a t ion or re pre se nt a nyt hing a bout H CA I nc ., it s fina nc ia l re sult s or
t his offe ring t ha t is not c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt or t he
a c c om pa nying prospe c t us. I f give n or m a de , a ny suc h ot he r inform a t ion or re pre se nt a t ion should not be
re lie d upon a s ha ving be e n a ut horize d by H CA I nc . or t he unde rw rit e rs. N e it he r H CA I nc . nor t he
unde rw rit e rs a re m a k ing a n offe r t o se ll t he se not e s in a ny jurisdic t ion w he re t he offe r or sa le is not
pe rm it t e d. T he inform a t ion c ont a ine d a nd inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt a nd t he
a c c om pa nying prospe c t us m a y only be a c c ura t e on t he da t e of t his doc um e nt .
T a ble of c ont e nt s

Prospe c t us Supple m e nt

Pa ge
Summary

S-1
Risk factors

S-12
Use of proceeds

S-24
Capitalization

S-25
Description of other indebtedness

S-26
Description of the Notes

S-34
Certain United States federal tax consequences

S-89
Certain ERISA considerations

S-94
Underwriting

S-96
Legal matters

S-102
Experts

S-102
Available information

S-102
Incorporation by reference

S-103

Prospe c t us

Pa ge
About this prospectus

1
Where you can find more information

1
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Final Prospectus Supplement
Incorporation by reference

2
Forward-looking and cautionary statements

4
Our company

5
Risk factors

5
Use of proceeds

6
Ratio of earnings to fixed charges

6
Description of capital stock

6
Description of debt securities and guarantees

11
Plan of distribution

28
Legal matters

29
Experts

29

S-i
Table of Contents
About t his prospe c t us supple m e nt
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes
and adds to and supplements information contained in the accompanying prospectus and the documents incorporated by reference
therein. The second part is the accompanying prospectus, which we refer to as the "accompanying prospectus." The accompanying
prospectus contains a description of our debt securities and gives more general information, some of which may not apply to the
notes. The accompanying prospectus also incorporates by reference documents that are described under "Incorporation by
reference" in that prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus or in any free writing prospectus filed by us with the SEC. If information in this prospectus supplement is inconsistent
with the accompanying prospectus, you should rely on this prospectus supplement. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or in any such free writing prospectus is accurate as of any date other
than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since
those dates.
We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted.
M a rk e t , ra nk ing a nd ot he r indust ry da t a
The data included or incorporated by reference in this prospectus supplement and the accompanying prospectus regarding markets
and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are
based on reports of government agencies or published industry sources and estimates based on management's knowledge and
experience in the markets in which we operate. These estimates have been based on information obtained from our trade and
business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the
date of this prospectus supplement. However, this information may prove to be inaccurate because of the method by which we
obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to
the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and
uncertainties. As a result, you should be aware that market, ranking and other similar industry data included or incorporated by
reference in this prospectus supplement and the accompanying prospectus, and estimates and beliefs based on that data, may not
be reliable. Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus.
Forw a rd-look ing a nd c a ut iona ry st a t e m e nt s
This prospectus supplement and the accompanying prospectus contain and incorporate by reference "forward-looking statements"
within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include
statements regarding expected share-based compensation expense, expected capital expenditures, expected net claim payments
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and all other statements that do not relate solely to historical or current facts, and can be identified by the use of words like "may,"
"believe," "will," "expect," "project," "estimate," "anticipate," "plan," "initiative" or "continue." These forward-looking statements are

S-ii
Table of Contents
based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of
which are beyond our control, which could significantly affect current plans and expectations and our future financial position and
results of operations. These factors include, but are not limited to, (1) the impact of our substantial indebtedness and the ability to
refinance such indebtedness on acceptable terms, (2) the effects related to the implementation of the Patient Protection and
Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Reform
Law"), possible delays in or complications related to implementation of the Health Reform Law, court challenges, the possible
enactment of additional federal or state health care reforms and possible changes to the Health Reform Law and other federal,
state or local laws or regulations affecting the health care industry, (3) the effects related to the continued implementation of the
sequestration spending reductions required under the Budget Control Act of 2011, and related legislation extending these
reductions, and the potential for future deficit reduction legislation that may alter these spending reductions, which include cuts to
Medicare payments, or create additional spending reductions, (4) increases in the amount and risk of collectability of uninsured
accounts and deductibles and copayment amounts for insured accounts, (5) the ability to achieve operating and financial targets,
and attain expected levels of patient volumes and control the costs of providing services, (6) possible changes in Medicare,
Medicaid and other state programs, including Medicaid upper payment limit programs or Waiver Programs, that may impact
reimbursements to health care providers and insurers, (7) the highly competitive nature of the health care business, (8) changes in
service mix, revenue mix and surgical volumes, including potential declines in the population covered under managed care
agreements, the ability to enter into and renew managed care provider agreements on acceptable terms and the impact of
consumer-driven health plans and physician utilization trends and practices, (9) the efforts of insurers, health care providers and
others to contain health care costs, (10) the outcome of our continuing efforts to monitor, maintain and comply with appropriate
laws, regulations, policies and procedures, (11) increases in wages and the ability to attract and retain qualified management and
personnel, including affiliated physicians, nurses and medical and technical support personnel, (12) the availability and terms of
capital to fund the expansion of our business and improvements to our existing facilities, (13) changes in accounting practices,
(14) changes in general economic conditions nationally and regionally in our markets, (15) the emergence and effects related to
infectious diseases, (16) future divestitures which may result in charges and possible impairments of long-lived assets,
(17) changes in business strategy or development plans, (18) delays in receiving payments for services provided, (19) the outcome
of pending and any future tax audits, disputes and litigation associated with our tax positions, (20) potential adverse impact of
known and unknown government investigations, litigation and other claims that may be made against us, (21) our ongoing ability to
demonstrate meaningful use of certified electronic health record ("EHR") technology, and (22) other risk factors disclosed under
"Risk factors" and elsewhere in or incorporated by reference in this prospectus supplement and the accompanying prospectus. As
a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those
expressed in any forward-looking statements made by us or on our behalf. You are cautioned not to unduly rely on such forward-
looking statements when evaluating the information presented in this prospectus supplement and the accompanying prospectus,
which forward-looking statements reflect management's views only as of the date of this prospectus supplement and the
accompanying prospectus. We undertake no obligation to revise or update any forward-looking statements, whether as a result of
new information, future events or otherwise.

S-iii
Table of Contents
Sum m a ry
This summary highlights information appearing elsewhere in and incorporated by reference in this prospectus supplement and
the accompanying prospectus. This summary is not complete and does not contain all of the information that you should
consider before investing in the notes. You should carefully read the entire prospectus supplement, the accompanying
prospectus and the information incorporated herein by reference, including the financial data and related notes and the sections
entitled "Risk factors."
As used herein, unless otherwise stated or indicated by context, references to the "Issuer" refer to HCA Inc. and its affiliates,
and references to "HCA Holdings, Inc.," the "Company," "HCA," "we," "our" or "us" refer to HCA Holdings, Inc., parent of HCA
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Final Prospectus Supplement
Inc., and its affiliates. The term "affiliates" means direct and indirect subsidiaries and partnerships and joint ventures in which
such subsidiaries are partners. The terms "facilities" or "hospitals" refer to entities owned and operated by affiliates of HCA and
the term "employees" refers to employees of affiliates of HCA.
Our c om pa ny
We are the largest non-governmental hospital operator in the United States and a leading comprehensive, integrated provider
of health care and related services. We provide these services through a network of acute care hospitals, outpatient facilities,
clinics and other patient care delivery settings. As of June 30, 2016, we operated a diversified portfolio of 169 hospitals (with
approximately 44,100 beds) and 116 freestanding surgery centers across 20 states throughout the United States and in
England. As a result of our efforts to establish significant market share in large and growing urban markets with attractive
demographic and economic profiles, we currently have a substantial market presence in 16 of the top 25 fastest growing
markets with populations greater than 500,000 in the United States and currently maintain the first or second position, based
on inpatient admissions, in many of our key markets. We believe our ability to successfully position and grow our assets in
attractive markets and execute our operating plan has contributed to the strength of our financial performance over the last
several years. For the year ended December 31, 2015, we generated revenues of $39.678 billion, net income attributable to
HCA Holdings, Inc. of $2.129 billion and Adjusted EBITDA of $7.915 billion. For the six months ended June 30, 2016, we
generated revenues of $20.579 billion, net income attributable to HCA Holdings, Inc. of $1.352 billion and Adjusted EBITDA of
$4.055 billion.
Our patient-first strategy is to provide high quality health care services in a cost-efficient manner. We intend to build upon our
history of profitable growth by maintaining our dedication to quality care, increasing our presence in key markets through
organic expansion and strategic acquisitions and joint ventures, leveraging our scale and infrastructure, and further developing
our physician and employee relationships. We believe pursuing these core elements of our strategy helps us develop a faster-
growing, more stable and more profitable business and increases our relevance to patients, physicians, payers and employers.
Using our scale, significant resources and over 40 years of operating experience, we have developed a significant management
and support infrastructure. Some of the key components of our support infrastructure include a revenue cycle management
organization, a health care group purchasing organization ("GPO"), an information technology and services provider, a nurse
staffing agency and a medical malpractice insurance underwriter. These shared services have helped us to maximize our cash
collection efficiency, achieve savings in purchasing through our scale, more rapidly deploy information technology upgrades,
more effectively manage our labor pool and achieve greater stability in malpractice insurance premiums. Collectively, these
components have helped us to further enhance our operating effectiveness, cost efficiency and overall financial results. Our
Parallon subsidiary group also offers certain of these component services to other health care organizations.

S-1
Table of Contents
Since the founding of our business in 1968 as a single-facility hospital company, we have demonstrated an ability to
consistently innovate and sustain growth during varying economic and regulatory climates. Under the leadership of an
experienced senior management team, whose tenure at HCA averages approximately 21 years, we have established an
extensive record of providing high quality care, profitably growing our business, making and integrating strategic acquisitions
and efficiently and strategically allocating capital spending.
Re c e nt de ve lopm e nt s
We have received commitments to incur a new $1.200 billion, 7.5-year senior secured term loan B-7 (the "New Senior Secured
Term Loan"), which is expected to close concurrently with the delivery of the notes on their issue date, by entering into a
joinder agreement under our cash flow credit facility with certain lenders to refinance a portion of our $2.308 billion existing
term loan B-4 facility maturing on May 1, 2018. See "Description of other indebtedness--Senior secured credit facilities."
Corpora t e inform a t ion
Through our predecessors, we commenced operations in 1968. The Company was incorporated in Nevada in January 1990
and reincorporated in Delaware in September 1993. Our principal executive offices are located at One Park Plaza, Nashville,
Tennessee 37203, and our telephone number is (615) 344-9551.
Corpora t e st ruc t ure
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Final Prospectus Supplement
The indebtedness figures in the diagram below are as of June 30, 2016, and give effect to the indebtedness incurred under the
notes offered hereby and the use of proceeds therefrom, as well as the indebtedness incurred under the New Senior Secured
Term Loan and the use of proceeds therefrom. See "Summary--Recent developments." In this prospectus supplement, where
we have presented information as adjusted to give effect to the use of the net proceeds of this offering, we have assumed that
the notes will not be offered at a discount. If the notes are offered at a discount, the net proceeds to us will be less than we
have assumed.

(1) HCA Holdings, Inc. is a guarantor of certain of HCA Inc.'s outstanding notes but is not subject to the covenants that apply to HCA Inc. or HCA Inc.'s restricted
subsidiaries under those notes.

S-2
Table of Contents
(2) Consists of (i) a $3.250 billion senior secured asset-based revolving credit facility maturing on March 7, 2019 (the "asset-based revolving credit facility") ($3.030
billion outstanding at June 30, 2016); (ii) a $2.000 billion senior secured revolving credit facility maturing on February 26, 2019 (the "senior secured revolving
credit facility") (none outstanding at June 30, 2016, without giving effect to outstanding letters of credit); (iii) a $1.330 billion senior secured term loan A-5 facility
maturing on June 10, 2020; (iv) a $2.308 billion senior secured term loan B-4 facility maturing on May 1, 2018 (none outstanding as adjusted to give effect to the
use of proceeds from this offering and the New Senior Secured Term Loan); (v) a $1.496 billion senior secured term loan B-6 facility maturing on March 18,
2023; and (vi) the New Senior Secured Term Loan, which consists of a $1.200 billion, 7.5-year senior secured term loan B-7 facility. We refer to the facilities
described under (ii) through (vi) above, collectively, as the "cash flow credit facility" and, together with the asset-based revolving credit facility, the "senior
secured credit facilities."

(3) Consists of (i) $3.000 billion aggregate principal amount of 6.50% first lien notes due 2020 that HCA Inc. issued in August 2011 (the "August 2011 first lien
notes"); (ii) $1.350 billion aggregate principal amount of 5.875% first lien notes due 2022 that HCA Inc. issued in February 2012 (the "February 2012 first lien
notes"); (iii) $1.250 billion aggregate principal amount of 4.75% first lien notes due 2023 that HCA Inc. issued in October 2012 (the "October 2012 first lien
notes"); (iv) $1.500 billion aggregate principal amount of 3.75% first lien notes due 2019 that HCA Inc. issued in March 2014 (the "March 2014 3.75% first lien
notes"); (v) $2.000 billion aggregate principal amount of 5.00% first lien notes due 2024 that HCA Inc. issued in March 2014 (the "March 2014 5.00% first lien
notes"); (vi) $600 million aggregate principal amount of 4.25% first lien notes due 2019 that HCA Inc. issued in October 2014 (the "October 2014 4.25% first lien
notes"); (vii) $1.400 billion aggregate principal amount of 5.25% first lien notes due 2025 that HCA Inc. issued in October 2014 (the "October 2014 5.25% first
lien notes"); and (viii) $1.500 billion aggregate principal amount of 5.25% first lien notes due 2026 that HCA Inc. issued in March 2016 (the "March 2016 5.25%
first lien notes" and, collectively with the August 2011 first lien notes, the February 2012 first lien notes, the October 2012 first lien notes, the March 2014 3.75%
first lien notes, the March 2014 5.00% first lien notes, the October 2014 4.25% first lien notes and the October 2014 5.25% first lien notes, the "first lien notes").

(4) Consists of HCA Inc.'s (i) aggregate principal amount of $125 million 7.58% medium-term notes due 2025; (ii) aggregate principal amount of $736 million
debentures with maturities ranging from 2023 to 2095 and a weighted average interest rate of 7.62%; (iii) aggregate principal amount of $8.391 billion senior
notes with maturities ranging from 2018 to 2033 and a weighted average interest rate of 6.35%; (iv) $609 million of secured debt, which represents capital
leases and other secured debt with a weighted average interest rate of 5.74%; and (v) $189 million of debt issuance costs that reduce the existing indebtedness.
Existing unsecured indebtedness also includes HCA Holdings, Inc.'s $1.000 billion aggregate principal amount of 6.25% senior notes due 2021. For more
information regarding our unsecured and other indebtedness, see "Description of other indebtedness."

(5) The cash flow credit facility and the first lien notes are secured by first-priority liens on substantially all the capital stock of Healthtrust, Inc.--The Hospital
Company and the first-tier subsidiaries of the subsidiary guarantors (but limited to 65% of the voting stock of any such first-tier subsidiary that is a foreign
subsidiary), subject to certain exceptions.

(6) Includes subsidiaries which are designated as "restricted subsidiaries" under HCA Inc.'s indenture dated as of December 16, 1993, certain of their wholly owned
subsidiaries formed in connection with the asset-based revolving credit facility and certain excluded subsidiaries (non -material subsidiaries).

S-3
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Final Prospectus Supplement
Table of Contents
T he offe ring
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject
to important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the
"Description of Debt Securities and Guarantees" section in the accompanying prospectus contain more detailed descriptions of
the terms and conditions of the notes.

I ssue r
HCA Inc.

N ot e s
4.500% senior secured notes due 2027.

M a t urit y Da t e
The notes will mature on February 15, 2027.

I nt e re st Ra t e
Interest on the notes will be payable in cash and will accrue at a rate of 4.500% per annum.

I nt e re st Pa ym e nt Da t e s
February 15 and August 15, commencing on February 15, 2017.

Ra nk ing
The notes will be the Issuer's senior obligations and will:

· rank senior in right of payment to any of its existing and future subordinated indebtedness;

· rank equally in right of payment with any of its existing and future senior indebtedness;

· be effectively senior in right of payment to any unsecured indebtedness to the extent of

the collateral securing the notes;

· be effectively equal in right of payment with indebtedness under the cash flow credit

facility and the first lien notes to the extent of the collateral securing such indebtedness;

· be effectively subordinated in right of payment to all indebtedness under the asset-based

revolving credit facility to the extent of the shared collateral securing such indebtedness;
and

· be structurally subordinated in right of payment to all existing and future indebtedness and

other liabilities of our non-guarantor subsidiaries (other than indebtedness and liabilities
owed to us or one of our subsidiary guarantors).

As of June 30, 2016, on an as adjusted basis after giving effect to the notes offered hereby
and the use of proceeds therefrom as described under "Use of proceeds," as well as the

indebtedness incurred under the New Senior Secured Term Loan and the use of proceeds
therefrom:

· the notes and related guarantees would have been effectively senior in right of payment to
$10.252 billion of unsecured debt, effectively equal in right of payment to approximately
$4.026 billion of senior secured indebtedness under the cash flow credit facility, $12.600

billion of first lien notes and $261 million of other secured debt, and effectively
subordinated in right of payment to $3.030 billion of indebtedness under the asset-based
revolving credit facility, in each case to the extent of the collateral securing such
indebtedness; and

S-4
Table of Contents
· the notes and related guarantees would have been structurally subordinated in right of

payment to $348 million of other secured debt of our non-guarantor subsidiaries, which
primarily represents capital leases; and
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Final Prospectus Supplement

· we would have had an additional $1.763 billion of unutilized capacity under the senior

secured revolving credit facility and $220 million of unutilized capacity under the asset-
based revolving credit facility.

Gua ra nt e e s
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by HCA
Holdings, Inc. and on a senior secured basis by each of our existing and future direct or
indirect wholly owned domestic subsidiaries that guarantees our obligations under our senior
secured credit facilities (except for certain special purpose subsidiaries that will only
guarantee and pledge their assets under our asset-based revolving credit facility).

Ra nk ing of t he N ot e s
Gua ra nt e e s
Each subsidiary guarantee of the notes will:

· rank senior in right of payment to all existing and future subordinated indebtedness of the

subsidiary guarantor;

· rank equally in right of payment with all existing and future senior indebtedness of the

subsidiary guarantor;

· be effectively senior in right of payment to any guarantees of unsecured indebtedness to

the extent of the value of the collateral securing the notes;

· be effectively equal in right of payment with the guarantees of the cash flow credit facility

and the first lien notes to the extent of the subsidiary guarantor's collateral securing such
indebtedness;

· be effectively subordinated in right of payment to the guarantees of the asset-based

revolving credit facility to the extent of the subsidiary guarantor's collateral securing such
indebtedness; and

· be structurally subordinated in right of payment to all existing and future indebtedness and

other liabilities of its non-guarantor subsidiaries (other than indebtedness and liabilities
owed to us or one of our subsidiary guarantors).

Any subsidiary guarantee of the notes will be released in the event such guarantee is

released under the senior secured credit facilities.

As of and for the six months ended June 30, 2016, our non-guarantor subsidiaries
accounted for approximately $10.205 billion, or 49.6%, of our total revenues, and

approximately $1.917 billion, or 47.3%, of our total Adjusted EBITDA, and approximately
$17.522 billion, or 52.8%, of our total assets, and approximately $7.110 billion, or 17.9%, of
our total liabilities.

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Se c urit y
The notes and related subsidiary guarantees will be secured by first-priority liens, subject to
permitted liens, on certain of the assets of HCA Inc. and the subsidiary guarantors that
secure our cash flow credit facility and the first lien notes on a pari passu basis, including:

· capital stock of substantially all wholly owned first-tier subsidiaries of HCA Inc. or of

subsidiary guarantors of the first lien notes (but limited to 65% of the voting stock of any
such wholly owned first-tier subsidiary that is a foreign subsidiary); and

· substantially all tangible and intangible assets of HCA Inc. and each subsidiary guarantor,
other than (1) other properties that do not secure our senior secured credit facilities,
(2) deposit accounts, other bank or securities accounts and cash, (3) leaseholds and
motor vehicles; provided that, with respect to the portion of the collateral comprised of real
property, we will have up to 90 days following the issue date of the notes to complete
those actions required to perfect the first-priority lien on such collateral and (4) certain

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receivables collateral that only secures our asset-based revolving credit facility, in each
case subject to exceptions, and except that the lien on properties defined as "principal
properties" under our existing indenture dated as of December 16, 1993, so long as such
indenture remains in effect, will be limited to securing a portion of the indebtedness under
the notes, our cash flow credit facility and the first lien notes that, in the aggregate, does
not exceed 10% of our consolidated net tangible assets.

The notes and the related subsidiary guarantees will be secured by second-priority liens,
subject to permitted liens, on certain receivables of HCA Inc. and the subsidiary guarantors

that secure our asset-based revolving credit facility on a first-priority basis. See "Description
of the Notes--Security."

In the event the notes have investment grade ratings from both Moody's Investors Service,
Inc. and Standard & Poor's, the collateral securing the notes and the related subsidiary
guarantees will be released. In addition, to the extent the collateral is released as security

for the senior secured credit facilities, it will also be released as security for the notes offered
hereby and the related subsidiary guarantees. See "Description of the Notes--Certain
covenants-- Covenant termination and release of Collateral."

Cove na nt s
The indenture governing the notes will contain covenants limiting the Issuer's and certain of
its subsidiaries' ability to:

· create liens on certain assets to secure debt;

· engage in certain sale and lease-back transactions;

· sell certain assets; and

· consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.

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These covenants are subject to a number of important limitations and exceptions. See
"Description of the Notes."

These covenants will cease to apply in the event that either (i) the notes have investment
grade ratings from both Moody's Investors Service, Inc. and Standard & Poor's or (ii) the
collateral is released as security for the senior secured credit facilities, and instead, the
covenants described below under "Investment grade covenants" will apply to the notes. See
"Description of the Notes--Certain covenants--Covenant termination and release of
Collateral."

I nve st m e nt Gra de
Cove na nt s
Upon the occurrence of (i) the notes having investment grade ratings from both Moody's
Investors Service, Inc. and Standard & Poor's or (ii) release of the collateral under the senior
secured credit facilities, the indenture governing the notes will only contain covenants limiting
the Issuer's and certain of its subsidiaries' ability to:

· create liens on certain assets to secure debt;

· engage in certain sale and lease back transactions; and

· consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.

See "Description of the Notes--Certain covenants--Investment grade covenants."

Opt iona l Re de m pt ion
The Issuer may redeem the notes, at any time in whole or from time to time in part, at the
redemption prices described in this prospectus supplement. See "Description of the Notes--
Optional redemption."

Cha nge of Cont rol Offe r
Upon the occurrence of a change of control, you will have the right, as holders of the notes,
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to require the Issuer to repurchase some or all of your notes at 101% of their face amount,
plus accrued and unpaid interest to the repurchase date. See "Description of the Notes--
Repurchase at the option of Holders--Change of Control."

The Issuer may not be able to pay you the required price for notes you present to it at the
time of a change of control, because:

· the Issuer may not have enough funds at that time; or

· the terms of our indebtedness under the senior secured credit facilities may prevent it from

making such payment.

Your right to require the Issuer to repurchase the notes upon the occurrence of a change of
control will cease to apply to the notes at all times during which such notes have investment
grade ratings from both Moody's Investors Service, Inc. and Standard & Poor's. See
"Description of the Notes--Certain covenants--Covenant suspension."

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N o Prior M a rk e t
The notes will be new securities for which there is currently no established public market.
Although the underwriters have informed the Issuer that they intend to make a market in the
notes offered hereby, they are not obligated to do so, and they may discontinue market
making activities at any time without notice. Accordingly, the Issuer cannot assure you that a
liquid market for the notes will develop or be maintained.

U se of Proc e e ds
We estimate that our net proceeds from this offering, after deducting underwriter discounts
and commissions and estimated offering expenses, will be approximately $1.186 billion.

We intend to use the net proceeds of this offering to refinance a portion of the existing term
loan B-4 facility and for general corporate purposes. See "Use of proceeds" and
"Capitalization."

Conflic t s of I nt e re st
Certain of the underwriters and their respective affiliates have, from time to time, performed,
and may in the future perform, various financial advisory, investment banking, commercial
banking and other services for us for which they received or will receive customary fees and
expenses. Affiliates of certain of the underwriters that are lenders and/or agents under our
cash flow credit facility may receive a portion of the net proceeds of this offering in
connection with the proposed refinancing of our existing term loan B-4 facility. See
"Underwriting."
Risk fa c t ors
You should consider carefully all of the information set forth and incorporated by reference in this prospectus supplement and
the accompanying prospectus and, in particular, should evaluate the specific factors set forth and incorporated by reference in
the section entitled "Risk Factors," including the "Risk Factors" section of our Annual Report on Form 10-K for the year ended
December 31, 2015, for an explanation of certain risks of investing in the notes, including risks related to our industry and
business.

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Sum m a ry fina nc ia l da t a
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