Bond HCA International 4.125% ( US404119BX69 ) in USD

HCA International

97.8198 % ▲

United States

US404119BX69 ( in USD )

4.125% per year ( payment 2 times a year)

14/06/2029

Prospectus brochure of the bond HCA US404119BX69 en USD 4.125%, maturity 14/06/2029

1 000 USD

2 000 000 000 USD

404119BX6

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/12/2025 ( In 150 days )

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

HCA's US$2,000,000,000 4.125% bonds (CUSIP: 404119BX6, ISIN: US404119BX69), maturing June 14, 2029, currently trade at 95.255% of par value, paying semi-annual coupons and rated BBB- by S&P and Baa3 by Moody's, with a minimum purchase size of US$1,000.

Form 424(b)(5)
424B5 1 d723994d424b5.htm FORM 424(B)(5)
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226709
CALCULATION OF REGISTRATION FEE

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

registered

per security

offering price

registration fee(1)
41/8% Senior Secured Notes due 2029

$2,000,000,000

99.497%

$1,989,940,000

$241,180.73
51/8% Senior Secured Notes due 2039

$1,000,000,000

99.086%

$990,860,000

$120,092.23
51/4% Senior Secured Notes due 2049

$2,000,000,000

98.528%

$1,970,560,000

$238,831.87

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is
$600,104.83.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 9, 2018)

HCA Inc.
$5,000,000,000 of Senior Secured Notes Consisting of:
$2,000,000,000 41/8% Senior Secured Notes due 2029
$1,000,000,000 51/8% Senior Secured Notes due 2039
$2,000,000,000 51/4% Senior Secured Notes due 2049

HCA Inc. is offering $2,000,000,000 aggregate principal amount of 41/8% senior secured notes due 2029, which we refer to as the "2029 notes," $1,000,000,000 aggregate
principal amount of 51/8% senior secured notes due 2039, which we refer to as the "2039 notes," and $2,000,000,000 aggregate principal amount of 51/4% senior secured notes due
2049, which we refer to as the "2049 notes." The 2029 notes, the 2039 notes and the 2049 notes are collectively referred to herein as the "notes," unless the context otherwise
requires. The 2029 notes will bear interest at a rate of 41/8% per annum, the 2039 notes will bear interest at a rate of 51/8% per annum and the 2049 notes will bear interest at a
rate of 51/4% per annum. HCA Inc. will pay interest on the notes semi-annually, in cash in arrears, on June 15 and December 15 of each year, beginning on December 15, 2019.
The 2029 notes will mature on June 15, 2029, the 2039 notes will mature on June 15, 2039 and the 2049 notes will mature on June 15, 2049.
We may redeem each series of notes, at any time in whole or from time to time in part, in each case 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.
The notes will be HCA Inc.'s senior secured 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 Healthcare, 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 for general corporate purposes and the redemption of all $600 million outstanding aggregate principal amount of
HCA Inc.'s 4.25% senior secured notes due 2019, all $3.000 billion outstanding aggregate principal amount of HCA Inc.'s 6.50% senior secured notes due 2020 and all $1.350
billion outstanding aggregate principal amount of HCA Inc.'s 5.875% senior secured notes due 2022.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-15.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission or other regulatory body has approved or disapproved
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Form 424(b)(5)
of these securities or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Proceeds to

Public offering price(1)

Underwriting discount

HCA Inc.(1) (before expenses)

Per note

Total

Per note

Total

Per note

Total

41/8% Senior Secured Notes due 2029
99.497%
$1,989,940,000 0.650%
$13,000,000 98.847%
$1,976,940,000
51/8% Senior Secured Notes due 2039
99.086%
$ 990,860,000 0.875%
$ 8,750,000 98.211%
$ 982,110,000
51/4% Senior Secured Notes due 2049
98.528%
$1,970,560,000 0.875%
$17,500,000 97.653%
$1,953,060,000

(1) Plus accrued interest, if any, from June 12, 2019.
We expect to deliver the notes to investors on or about June 12, 2019 in book-entry form only through the facilities of The Depository Trust Company ("DTC"). See
"Underwriting--Settlement."
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

J.P. Morgan
Barclays

Deutsche Bank Securities

Goldman Sachs & Co. LLC
Morgan Stanley

SMBC Nikko

Wells Fargo Securities
Co-Managers
Mizuho Securities

RBC Capital Markets

SunTrust Robinson Humphrey
Capital One Securities

Fifth Third Securities

MUFG
Regions Securities LLC

Scotiabank
Prospectus Supplement dated June 5, 2019
Table of Contents
Neither HCA Inc. nor the underwriters have authorized anyone else to provide you with any information or represent anything about HCA
Inc., its financial results or this offering that is not contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus. If given or made, HCA Inc. and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any
such other information or representations. Neither HCA Inc. nor the underwriters are making an offer to sell these notes in any jurisdiction
where the offer or sale is not permitted. The information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus may only be accurate on the date of this document.
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary

S-1
Risk Factors
S-15
Use of Proceeds
S-29
Capitalization
S-30
Description of Other Indebtedness
S-32
Description of the Notes
S-41
Certain United States Federal Tax Consequences
S-88
Certain ERISA Considerations
S-93
Underwriting
S-96
Legal Matters
S-102
Experts
S-102
Available Information
S-102
Incorporation by Reference
S-103

Page
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Forward-looking and Cautionary Statements

4
Our Company

5
Risk Factors

6
Use of Proceeds

7
Ratio of Earnings to Fixed Charges

8
Description of Capital Stock

9
Description of Debt Securities and Guarantees

15
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Form 424(b)(5)
Plan of Distribution

32
Legal Matters

33
Experts

33

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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.
MARKET, RANKING AND OTHER INDUSTRY DATA
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.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
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 and expected net claim payments 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 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

S-ii
Table of Contents
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 impact 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"), including the effects of court challenges
to, any repeal of, or changes to, the Health Reform Law, or changes to its implementation, the possible enactment of additional federal or state health care
reforms and possible changes to other federal, state or local laws or regulations affecting the health care industry, (3) the effects related to the continued
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Form 424(b)(5)
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 supplemental payment programs or Medicaid waiver
programs, that may impact reimbursements to health care providers and insurers and the size of the uninsured or underinsured population, (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 third-party payer agreements, the ability to enter into and renew third-party payer provider agreements on acceptable terms and the impact of
consumer-driven health plans and physician utilization trends and practices, (9) the efforts of health insurers, health care providers, large employer groups
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 of 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) the impact of potential cybersecurity incidents or security breaches, (22) our ongoing ability to
demonstrate meaningful use of certified electronic health record technology, (23) the impact of natural disasters, such as hurricanes and floods, or similar
events beyond our control, (24) the effects of the 2017 Tax Cuts and Jobs Act, including potential legislation or interpretive guidance that may be issued by
federal and state taxing authorities or other standard-setting bodies, and (25) 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
SUMMARY
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 Healthcare, Inc.," the "Company," "HCA," "we," "our" or "us" refer to HCA Healthcare, Inc., parent of HCA 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 Company
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 March 31, 2019, we operated a diversified portfolio of 185 hospitals (with approximately 48,500 beds) and 124 freestanding surgery
centers across 21 states throughout the United States and in England. As a result of our growth agenda, we have the first or second market share in
many of our markets. Our portfolio consists of many large and growing urban markets with attractive demographic and economic profiles. 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, 2018, we generated revenues of $46.677 billion, net income
attributable to HCA Healthcare, Inc. of $3.787 billion and Adjusted EBITDA of $8.949 billion. For the three months ended March 31, 2019, we
generated revenues of $12.517 billion, net income attributable to HCA Healthcare, Inc. of $1.039 billion and Adjusted EBITDA of $2.541 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
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Form 424(b)(5)
to patients, physicians, payers and employers.
Using our scale, significant resources and 50 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
company. 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.
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 22 years,

S-1
Table of Contents
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.
Corporate Information
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.

S-2
Table of Contents
Corporate Structure
The indebtedness figures in the diagram below are as of March 31, 2019, and give effect to the indebtedness incurred under the notes offered
hereby and the use of proceeds therefrom. 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.

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Form 424(b)(5)

(1)
HCA Healthcare, Inc. is a guarantor of certain of HCA Inc.'s outstanding notes, including the notes offered hereby, but is not subject to the
covenants that apply to HCA Inc. or HCA Inc.'s restricted subsidiaries under those notes. HCA Healthcare, Inc. is not a guarantor under the
senior secured credit facilities (as defined below).
(2)
Consists of (i) a $3.750 billion senior secured asset-based revolving credit facility maturing on June 28, 2022 (the "asset-based revolving credit
facility") ($3.500 billion outstanding at March 31, 2019); (ii) a $2.000 billion senior secured revolving credit facility maturing on June 28, 2022
(the "senior secured revolving credit facility") (none outstanding at March 31, 2019, without giving effect to outstanding letters of credit); (iii) a
$1.137 billion senior secured term loan A-5 facility maturing on June 10, 2020; (iv) a $1.485 billion senior secured term loan B-10 facility
maturing on March 13, 2025; and (v) a $1.154 billion senior secured term loan B-11 facility maturing on March 18, 2023. We refer to the
facilities described under (ii) through (v) above, collectively, as the "cash flow credit facility" and, together with the asset-based revolving credit
facility, the "senior secured credit facilities."

S-3
Table of Contents
(3)
Consists of (i) $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"); (ii) $2.000 billion aggregate principal amount of 5.00% first lien notes due 2024 that HCA Inc. issued in March 2014 (the
"March 2014 first lien notes"); (iii) $1.400 billion aggregate principal amount of 5.25% first lien notes due 2025 that HCA Inc. issued in October
2014 (the "October 2014 first lien notes"); (iv) $1.500 billion aggregate principal amount of 5.25% first lien notes due 2026 that HCA Inc.
issued in March 2016 (the "March 2016 first lien notes"); (v) $1.200 billion aggregate principal amount of 4.50% first lien notes due 2027 that
HCA Inc. issued in August 2016 (the "August 2016 first lien notes"); and (vi) $1.500 billion aggregate principal amount of 5.50% first lien notes
due 2047 that HCA Inc. issued in June 2017 (the "June 2017 first lien notes" and, collectively with the October 2012 first lien notes, the March
2014 first lien notes, the October 2014 first lien notes, the March 2016 first lien notes and the August 2016 first lien notes, the "senior secured
notes" or "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 $11.391 billion senior notes with maturities ranging from 2022 to 2033 and a weighted average interest rate of 6.05%; (iv)
$657 million of secured debt, which represents capital leases and other secured debt with a weighted average interest rate of 5.54%; and (v)
$256 million of debt issuance costs and unamortized discounts that reduce the existing indebtedness. Existing unsecured indebtedness also
includes HCA Healthcare, Inc.'s $1.000 billion aggregate principal amount of 6.25% senior notes due 2021. For more information regarding our
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Form 424(b)(5)
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).
(7)
The notes will not be guaranteed by any of our non-U.S. subsidiaries, our less than wholly owned U.S. subsidiaries or certain other U.S.
subsidiaries. As of and for the year ended December 31, 2018 and the three months ended March 31, 2019, our non-guarantor subsidiaries
accounted for $19.195 billion and $5.293 billion, or 41.1% and 42.3%, respectively, of our total revenues, and $2.778 billion and $777 million,
or 31.0% and 30.6%, respectively, of our total Adjusted EBITDA, and $14.442 billion and $17.937 billion, or 36.8% and 41.3%, respectively, of
our total assets, and $2.978 billion and $6.150 billion, or 7.1% and 13.5%, respectively, of our total liabilities. The assets we acquired in
connection with the acquisition of a seven-hospital health system in North Carolina executed on February 1, 2019 (the "Mission Health
acquisition") are currently held by non-guarantor subsidiaries. The subsidiaries we acquired in connection with the Mission Health acquisition
do not currently guarantee our senior secured credit facilities or the notes.

S-4
Table of Contents
The Offering
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 each series of notes.

Issuer
HCA Inc.

Notes
41/8% senior secured notes due 2029.

51/8% senior secured notes due 2039.

51/4% senior secured notes due 2049.

Maturity Date
The 2029 notes will mature on June 15, 2029.

The 2039 notes will mature on June 15, 2039.

The 2049 notes will mature on June 15, 2049.

Interest Rate
Interest on the 2029 notes will be payable in cash and will accrue at a rate of 41/8% per
annum.

Interest on the 2039 notes will be payable in cash and will accrue at a rate of 51/8% per

annum.

Interest on the 2049 notes will be payable in cash and will accrue at a rate of 51/4% per

annum.

Interest Payment Dates
June 15 and December 15, commencing on December 15, 2019.

Ranking
The notes will be the Issuer's senior secured 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;
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· 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

S-5
Table of Contents
subsidiaries (other than indebtedness and liabilities owed to us or one of our subsidiary

guarantors).

As of March 31, 2019, 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":

· the notes and related guarantees would have been effectively senior in right of payment
to $13.252 billion of unsecured debt, effectively equal in right of payment to
approximately $3.776 billion of senior secured indebtedness under the cash flow credit

facility, $8.850 billion of first lien notes and $285 million of other secured debt, and
effectively subordinated in right of payment to $3.500 billion of indebtedness under the
asset-based revolving credit facility, in each case to the extent of the collateral securing
such indebtedness;

· the notes and related guarantees would have been structurally subordinated in right of

payment to $372 million of other secured debt of our non-guarantor subsidiaries, which
primarily represents capital leases; and

· we would have had an additional $1.983 billion of unutilized capacity under the senior

secured revolving credit facility and $250 million of unutilized capacity under the asset-
based revolving credit facility, after giving effect to letters of credit.

Guarantees
The notes will be fully and unconditionally guaranteed on a senior unsecured basis by HCA
Healthcare, Inc. and on a senior secured basis by each of our existing and future direct or
indirect wholly owned domestic subsidiaries that guarantee 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).

Ranking of the Notes Guarantees
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
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Form 424(b)(5)

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

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· 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 year ended December 31, 2018 and the three months ended March 31,
2019, our non-guarantor subsidiaries accounted for $19.195 billion and $5.293 billion, or
41.1% and 42.3%, respectively, of our total revenues, and $2.778 billion and $777 million, or
31.0% and 30.6%, respectively, of our total Adjusted EBITDA, and $14.442 billion and

$17.937 billion, or 36.8% and 41.3%, respectively, of our total assets, and $2.978 billion and
$6.150 billion, or 7.1% and 13.5%, respectively, of our total liabilities. The assets we
acquired in connection with the Mission Health acquisition are currently held by
non-guarantor subsidiaries. The subsidiaries we acquired in connection with the Mission
Health acquisition do not currently guarantee our senior secured credit facilities or the notes.

Security
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:

· substantially all of the 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 stock of any such wholly owned first-tier subsidiary that is a foreign
subsidiary), subject to certain limited exceptions; 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) certain deposit accounts, other bank or securities accounts and cash,
(3) leaseholds and certain other exceptions; 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 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.

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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
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Form 424(b)(5)
of the Notes--Security."

In the event each of Moody's Investors Service, Inc. and Standard & Poor's has issued an
investment grade rating with respect to both the notes and the "corporate family rating" (or
comparable designation) for HCA Healthcare, Inc. and its subsidiaries, 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--Release of Collateral and Guarantees Upon a Ratings Event" and
"Description of the Notes--Security--Release of Collateral."

Covenants
The indentures 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; and

· in the case of the Issuer, consolidate, merge, sell or otherwise dispose of all or

substantially all of its assets.

These covenants are subject to a number of important limitations and exceptions. See

"Description of the Notes."

Optional Redemption
The Issuer may redeem each series of 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."

Change of Control Offer
With respect to each series of notes, upon the occurrence of a change of control, you will
have the right, as holders of such notes, 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 of each series upon the occurrence of

a change of control will cease to apply to the

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notes of a series at all times during which each of Moody's Investors Service, Inc. and
Standard & Poor's has issued an investment grade rating with respect to both the notes of

such series and the "corporate family rating" (or comparable designation) for HCA
Healthcare, Inc. and its subsidiaries. See "Description of the Notes--Covenant Suspension."

No Prior Market
Each series of notes will be new securities for which there is currently no market. Although
the underwriters have informed the Issuer that they intend to make markets for each series of
notes, 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 markets for each
series of notes will develop or be maintained.

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Document Outline

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