Obligation HCA International 5.5% ( US404119BV04 ) en USD

HCA International

100 % ▲

Etas-Unis

US404119BV04 ( en USD )

5.5% par an ( paiement semestriel )

14/06/2047

Prospectus brochure de l'obligation HCA US404119BV04 en USD 5.5%, échéance 14/06/2047

1 000 USD

1 500 000 000 USD

404119BV0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/12/2025 ( Dans 150 jours )

HCA, ou analyse en composantes principales hiérarchiques, est une méthode statistique exploratoire qui combine l'analyse en composantes principales (ACP) et une approche hiérarchique pour réduire la dimensionnalité de données complexes et visualiser les relations entre les variables et les observations.

L'Obligation émise par HCA International ( Etas-Unis ) , en USD, avec le code ISIN US404119BV04, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2047

L'Obligation émise par HCA International ( Etas-Unis ) , en USD, avec le code ISIN US404119BV04, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par HCA International ( Etas-Unis ) , en USD, avec le code ISIN US404119BV04, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d293410d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-201463
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)
5.500% Senior Secured Notes due 2047

$1,500,000,000
100.00%

$1,500,000,000
$173,850.00

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
To Prospectus dated January 13, 2015

$1,500,000,000

HCA Inc.

5.500% Senior Secured Notes due 2047

HCA Inc. is offering $1,500,000,000 aggregate principal amount of 5.500% senior secured notes due 2047, which we refer to as the "notes."
The notes will bear interest at a rate of 5.500% 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, 2017. The notes will mature on June 15, 2047.

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 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, which may include funding all or a portion of the
purchase price of its previously announced acquisitions of certain hospitals, and the redemption of all $500,000,000 aggregate principal amount
outstanding of its existing 8.00% Senior Notes due 2018. Pending such permanent application of the net proceeds of this offering, HCA Inc. may
temporarily repay borrowings outstanding under its revolving credit facilities.

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Final Prospectus Supplement
Investing in the notes involves risks. See "Risk Factors" beginning on page S-13.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission or other regulatory body has
approved or disapproved 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

5.500% Senior Secured Notes due 2047

100.00%
$1,500,000,000
1.00%
$15,000,000
99.00%
$1,485,000,000

(1) Plus accrued interest, if any, from June 22, 2017.

We expect to deliver the notes to investors on or about June 22, 2017 in book-entry form only through the facilities of The Depository Trust
Company ("DTC"). See "Underwriting--Settlement."

Joint Book-Running Managers
Citigroup
Barclays
BofA Merrill Lynch

Deutsche Bank Securities
Goldman Sachs & Co. LLC
J.P. Morgan

Morgan Stanley
RBC Capital Markets
SMBC Nikko

SunTrust Robinson Humphrey
UBS Investment Bank
Wells Fargo Securities

Co-Managers
Mizuho Securities

Fifth Third Securities
MUFG

Regions Securities LLC
Prospectus supplement dated June 8, 2017
Table of Contents
You should rely only on the information contained in and incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither HCA Inc. nor the underwriters have authorized anyone 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, any such other information or representation should not be
relied upon as having been authorized by HCA Inc. or the underwriters. 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

Prospectus Supplement

Page
Summary

S-1
Risk Factors
S-13
Use of Proceeds
S-24
Capitalization
S-25
Description of Other Indebtedness
S-27
Description of the Notes
S-35
Certain United States Federal Tax Consequences
S-89
Certain ERISA Considerations
S-94
Underwriting
S-96
Legal Matters
S-101
Experts
S-101
Available Information
S-101
Incorporation by Reference
S-102

Prospectus

Page
About this prospectus

1
Where you can find more information

1
Incorporation by reference

2
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Final Prospectus Supplement
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
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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

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Final Prospectus Supplement
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 any repeal of, or changes to, the Health Reform Law, 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 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) the impact of potential cybersecurity incidents or security breaches,
(22) our ongoing ability to demonstrate meaningful use of certified electronic health record ("EHR") technology, and (23) 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, 2017, we operated a diversified portfolio of 171 hospitals (with approximately 44,400 beds) and 118
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
20 of the top 30 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, 2016, we generated revenues of $41.490 billion, net income attributable to HCA Healthcare, Inc. of $2.890 billion and
Adjusted EBITDA of $8.218 billion. For the three months ended March 31, 2017, we generated revenues of $10.623 billion, net income
attributable to HCA Healthcare, Inc. of $659 million and Adjusted EBITDA of $2.005 billion.
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Final Prospectus Supplement

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.

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

S-1
Table of Contents
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.

Revolving Credit Facility Amendments

Substantially concurrent with this offering, we intend to amend our senior secured revolving credit facility and our asset-based revolving
credit facility to, among other things, extend the maturity thereof to the five year anniversary of the completion of the amendments and permit the
incurrence of additional incremental facilities in an aggregate principal amount of up to $1.500 billion. The proposed maturity extension
amendments are subject to market and other conditions, and there can be no assurance that the amendments will be completed on the terms
contemplated or at all. See "Description of Other Indebtedness--Senior Secured Credit Facilities."

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. On May 8, 2017, we changed the name of our parent company from HCA Holdings, Inc. to HCA
Healthcare, Inc. Our principal executive offices are located at One Park Plaza, Nashville, Tennessee 37203, and our telephone number is
(615) 344-9551.

Corporate Structure

The indebtedness figures in the diagram below are as of March 31, 2017, 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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Final Prospectus Supplement

S-2
Table of Contents
(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 $3.250 billion senior secured asset-based revolving credit facility maturing on March 7, 2019 (the "asset-based revolving
credit facility") ($3.080 billion outstanding at March 31, 2017); (ii) a $2.000 billion senior secured revolving credit facility maturing on
February 26, 2019 (the "senior secured revolving credit facility") (none outstanding at March 31, 2017, without giving effect to outstanding
letters of credit); (iii) a $1.277 billion senior secured term loan A-5 facility maturing on June 10, 2020; (iv) a $1.197 billion senior secured
term loan B-8 facility maturing on February 15, 2024; and (v) a $1.489 billion senior secured term loan B-9 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."
(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"); (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 first lien notes"); and (ix) $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, 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, the October 2014 5.25% first lien notes and the March 2016 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 $7.891 billion senior notes with maturities ranging from 2022 to 2033 and a weighted average interest rate of 6.24%; (iv) $584
million of secured debt, which represents capital leases and other secured debt with a weighted average interest rate of 5.76%; and (v) $181
million of debt issuance costs 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 unsecured and other
indebtedness, see "Description of Other Indebtedness."

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Final Prospectus Supplement
(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 three months ended March 31, 2017, our non-guarantor subsidiaries accounted for approximately $5.189
billion, or 48.8%, of our total revenues, and approximately $915 million, or 45.6%, of our total Adjusted EBITDA, and approximately
$18.266 billion, or 54.0%, of our total assets, and approximately $7.077 billion, or 18.1%, of our total liabilities.

S-3
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 the notes.

Issuer
HCA Inc.

Notes
5.500% senior secured notes due 2047.

Maturity Date
The notes will mature on June 15, 2047.

Interest Rate
Interest on the notes will be payable in cash and will accrue at a rate of 5.500% per annum.

Interest Payment Dates
June 15 and December 15, commencing on December 15, 2017.

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;

· 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 March 31, 2017, 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 $9.752 billion of unsecured debt, effectively equal in right of payment to
approximately $3.963 billion of senior secured indebtedness under the cash flow credit

facility, $13.800 billion of first lien notes and $246 million of other secured debt, and
effectively subordinated in right of payment to $3.080 billion of indebtedness under the
asset-based revolving credit facility, in each case to the extent of the collateral securing
such indebtedness; and

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

payment to $338 million of other secured debt of our non-guarantor subsidiaries, which
primarily represents capital leases; and

· we would have had an additional $1.969 billion of unutilized capacity under the senior

secured revolving credit facility and $170 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 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).

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

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 three months ended March 31, 2017, our non-guarantor subsidiaries
accounted for approximately $5.189 billion, or 48.8%, of our total revenues, and

approximately $915 million, or 45.6%, of our total Adjusted EBITDA, and approximately
$18.266 billion, or 54.0%, of our total assets, and approximately $7.077 billion, or 18.1%,
of our total liabilities.

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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:

· 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
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(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.

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 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--Certain Covenants--Covenant Termination and Release of
Collateral."

Covenants
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

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· 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."

These covenants will cease to apply in the event that either (i) 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 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."

Investment Grade Covenants
Upon the occurrence of (i) each of Moody's Investors Service, Inc. and Standard & Poor's
having 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 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."

Optional Redemption
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
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--Optional Redemption."

Change of Control Offer
Upon the occurrence of a change of control, you will have the right, as holders of the 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.

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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 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. See "Description of the Notes--Certain Covenants--
Covenant Suspension."

No Prior Market
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.

Use of Proceeds
We estimate that our net proceeds from this offering, after deducting underwriter discounts
and commissions and estimated offering expenses, will be approximately $1.483 billion.

We intend to use the net proceeds of this offering for general corporate purposes, which
may include funding all or a portion of the purchase price of our previously announced
acquisitions of certain hospitals, and the redemption of all $500,000,000 aggregate

principal amount of our existing 8.00% Senior Notes due 2018. Pending such permanent
application of the net proceeds of this offering, we may temporarily repay borrowings
outstanding under our revolving credit facilities. See "Use of Proceeds" and
"Capitalization."

Conflicts of Interest
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. See "Underwriting."

Risk Factors

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, 2016, for an explanation of
certain risks of investing in the notes, including risks related to our industry and business.

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Summary Financial Data

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Document Outline

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