Obligation HCA International 6.5% ( US404121AC95 ) en USD

HCA International

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Etas-Unis

US404121AC95 ( en USD )

6.5% par an ( paiement semestriel )

15/02/2020 - Obligation échue

Prospectus brochure de l'obligation HCA US404121AC95 en USD 6.5%, échue

2 000 USD

3 000 000 000 USD

404121AC9

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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 US404121AC95, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2020

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Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-175791

CALCULATION OF REGISTRATION FEE

Proposed

Amount

maximum
Proposed maximum
Amount of
Title of each class of

to be
offering price aggregate offering
registration
securities to be registered

registered

per security

price

fee(1)
6.50% Senior Secured Notes due
2020
$3,000,000,000
100.00%
$3,000,000,000 $348,300
7.50% Senior Notes due 2022
$2,000,000,000
100.00%
$2,000,000,000
$232,200

(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 $580,500.

Prospectus Supplement
(To Prospectus dated July 26, 2011)

Interest payable February 15 and August 15

HCA Inc. is offering $3,000,000,000 aggregate principal amount of 6.50% senior secured notes due 2020, which we refer
to as the "secured notes," and $2,000,000,000 aggregate principal amount of 7.50% senior notes due 2022, which we
refer to as the "unsecured notes." The secured notes and unsecured notes are collectively referred to herein as the
"notes," unless the context otherwise requires. The secured notes will bear interest at a rate of 6.50% per annum and
the unsecured notes will bear interest at a rate of 7.50% 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, 2012. The
secured notes will mature on February 15, 2020 and the unsecured notes will mature on February 15, 2022.

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 secured notes.

The notes will be HCA Inc.'s senior obligations and will rank equally and ratably with all of its future senior indebtedness
and senior to any of its future subordinated indebtedness. The obligations under the unsecured notes will be fully and
unconditionally guaranteed by HCA Holdings, Inc. on a senior unsecured basis and will rank equally and ratably with
HCA Inc.'s existing and future senior indebtedness and senior to any of its future subordinated indebtedness and will be
structurally subordinated in right of payment to all obligations of HCA Inc.'s subsidiaries. The secured notes will be fully
and unconditionally guaranteed on a senior unsecured basis by 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 secured notes.

The secured notes and related guarantees wil 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 secured 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 secured notes will share equal y in the collateral
(other than any European collateral securing the European term loan) securing HCA Inc.'s cash flow credit facility and
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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 the repayment, redemption or repurchase of its existing debt.

Investing in the notes involves risks. See "Risk factors" beginning on page S-21.

Neither the Securities and Exchange Commission nor any 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

HCA Inc.(1)

Public offering price(1)
Underwriting discount
(before expenses)

Per note
Total
Per note
Total
Per note
Total

6.50% Senior Secured Notes due 2020 100.00% $3,000,000,000 1.125% $ 33,750,000 98.875%
$2,966,250,000
7.50% Senior Notes due 2022
100.00% $2,000,000,000 1.125% $ 22,500,000 98.875%
$1,977,500,000

(1) Plus accrued interest, if any, from August 1, 2011.

The underwriters expect to deliver the notes to investors on or about August 1, 2011 in book entry form only through the
facilities of The Depository Trust Company.

Joint Book-Running Managers

Deutsche Bank
Wells Fargo
J.P. Morgan
Barclays Capital BofA Merrill Lynch Citi
Securities

Securities

July 26, 2011.
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You should rely only on the information contained and incorporated by reference in this
prospectus supplement and the accompanying prospectus. Neither HCA Inc. nor the
underwriters has 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 is 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.

Prospectus Supplement

Page
Summary

S-1
Risk factors
S-21
Use of proceeds
S-36
Capitalization
S-37
Recent developments
S-39
Description of other indebtedness
S-49
Description of the secured notes
S-61
Description of the unsecured notes
S-124
Certain United States federal tax consequences
S-144
Certain ERISA considerations
S-149
Underwriting (conflicts of interest)
S-151
Legal matters
S-155
Experts
S-155
Available information
S-155

Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

1
Incorporation By Reference

1
Forward-Looking Statements

2
Our Company

4
Risk Factors

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities and Guarantees

6
Plan of Distribution

22
Legal Matters

23
Experts

23

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Table of Contents

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
Securities and Exchange Commission. 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.

The data included or incorporated by reference in this prospectus supplement 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 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.
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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 all statements that do not relate solely to historical or
current facts, and you can identify forward-looking statements because they contain words such as
"believes," "expects," "may," "wil ," "should," "seeks," "approximately," "intends," "plans," "estimates,"
"projects," "continue," "initiative" or "anticipates" or similar expressions that concern our prospects,
objectives, strategies, plans or intentions. Al statements made relating to our estimated and projected
earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to the impact of
existing or proposed laws or regulations described or incorporated by reference in this prospectus
supplement and the accompanying prospectus are forward-looking statements. These forward-looking
statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual
results may differ materially from those expected. We derive many of our forward-looking statements
from our operating budgets and forecasts, which are based upon many detailed assumptions. While we
believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors,
and, of course, it is impossible to anticipate al factors that could affect our actual results.

Some of the important factors that could cause actual results to differ material y from our expectations
are disclosed under "Risk factors" and elsewhere in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. Al subsequent written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by
these cautionary statements.

We do not undertake any obligation to publicly update or revise any forward-looking statement as a
result of new information, future events or otherwise, except as otherwise required by law.
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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 section entitled
"Risk factors."

As used herein, unless otherwise stated or indicated by context, references to (i) the "Issuer" refer to
HCA Inc. and its affiliates, (ii) "HCA Holdings, Inc." refer to HCA Holdings, Inc., parent of HCA Inc., and
its affiliates and (iii) the "Company," "HCA," "we," "our" or "us" refer to HCA Inc. and its affiliates prior
to the Corporate Reorganization (as defined herein) and to HCA Holdings, Inc. and its affiliates upon
the consummation of the Corporate Reorganization. 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 U.S. 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,
2011, we operated a diversified portfolio of 163 hospitals (with approximately 41,000 beds) and 107
freestanding surgery centers across 20 states throughout the U.S. 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 14 of the top 25
fastest growing markets with populations greater than 500,000 in the U.S. and currently maintain the first
or second position, based on inpatient admissions, in many of our key markets. We believe our ability to
successful y 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 three months
ended March 31, 2011, we generated revenues of $8.055 bil ion, net income attributable to HCA
Holdings, Inc. of $240 mil ion and Adjusted EBITDA of $1.590 bil ion.

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
col ection efficiency, achieve savings in purchasing through
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our scale, more rapidly deploy information technology upgrades, more effectively manage our labor pool
and achieve greater stability in malpractice insurance premiums. Col ectively, these components have
helped us to further enhance our operating effectiveness, cost efficiency and overall financial results. We
have also created a subsidiary, Paral on Business Solutions, that offers certain of these component
services to other health care companies.

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 over
20 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.

On November 17, 2006, HCA Inc. was acquired by a private investor group comprised of affiliates of or
funds sponsored by Bain Capital Partners, LLC ("Bain Capital"), Kohlberg Kravis Roberts & Co. ("KKR"),
Merril Lynch Global Private Equity ("MLGPE"), now BAML Capital Partners (each a "Sponsor"),
Citigroup Inc., Bank of America Corporation (the "Sponsor Assignees") and HCA founder Dr. Thomas F.
Frist, Jr. (the "Frist Entities"), a group we col ectively refer to as the "Investors," and by members of
management and certain other investors. We refer to the merger, the financing transactions related to
the merger and other related transactions collectively as the "Recapitalization."

Since the Recapitalization, we have achieved substantial operational and financial progress. During this
time, we have made significant investments in expanding our service lines and expanding our alignment
with highly specialized and primary care physicians. In addition, we have enhanced our operating
efficiencies through a number of corporate cost-saving initiatives and an expansion of our support
infrastructure. We have made investments in information technology to optimize our facilities and
systems. We have also undertaken a number of initiatives to improve clinical quality and patient
satisfaction. As a result of these initiatives, our financial performance has improved significantly from the
year ended December 31, 2007, the first ful year fol owing the Recapitalization, to the year ended
December 31, 2010, with revenues growing by $3.825 bil ion, net income attributable to HCA Holdings,
Inc. increasing by $333 mil ion and Adjusted EBITDA increasing by $1.276 bil ion. This represents
compounded annual growth rates on these key metrics of 4.5%, 11.4% and 8.5%, respectively.

Our industry

We believe wel -capitalized, comprehensive and integrated health care delivery providers are
wel -positioned to benefit from the current industry trends, some of which include:

Aging Population and Continued Growth in the Need for Health Care Services. According to the
U.S. Census Bureau, the demographic age group of persons aged 65 and over is expected to
experience compounded annual growth of 3.0% over the next 20 years, and constitute 19.3% of the
total U.S. population by 2030. The Centers for Medicare & Medicaid Services ("CMS") projects
continued increases in hospital services based on the aging of the U.S. population, advances in
medical procedures, expansion of health coverage, increasing consumer demand for expanded
medical services and increased prevalence of chronic conditions such as diabetes, heart disease and
obesity. We believe these factors wil continue to drive increased utilization of health care services and
the need for comprehensive,
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