HCA amends credit agreement to extend term loan A and B-1 tranches

By Jennifer Chiou and Sara Rosenberg

New York, May 9 - HCA Holdings, Inc. and wholly owned subsidiary HCA Inc. entered into a cash flow restatement agreement on May 4, providing for the amendment and extension of its term loan A and term loan B-1, according to an 8-K filing with the Securities and Exchange Commission.

The changes specifically extended the maturity of $593,786,955 of the term A debt to May 2, 2016 from Nov. 17, 2012 while increasing pricing on the extended loans to Libor plus 250 basis points from Libor plus 125 bps.

The company also extended $537,309,995 of its term loan A facility to May 1, 2018 from Nov. 17, 2012, pushing the extended portion's pricing to Libor plus 325 bps.

As for the B-l term loan, the amendment extended the maturity of $1,835,538,851 of the facility to May 1, 2018 from Nov. 17, 2013 and upped pricing to Libor plus 325 bps versus Libor plus 225 bps on the non-extended.

The restated agreement also:

• Permits HCA and its restricted subsidiaries to issue new unsecured and second-lien notes as long as it maintains compliance with covenants;

• Allows the companies to issue new first-lien notes and first-lien term loans, subject to a maximum first-lien leverage ratio of 3.75 to 1.00, so long as HCA complies with the same covenant restrictions; and

• Revises the change-of-control definition to provide that in addition to acquiring at least 35% of HCA's voting stock, a third party must also acquire, on a fully diluted basis, ownership of HCA's voting stock greater than the amount held by the equity holders that existed prior to the company's initial public offering in order to trigger a change of control.

The ABL amendments additionally remove restrictions on the prepayment of second-lien, senior unsecured or subordinated debt and also add a $500 million general investment basket, while the cash flow restatement agreement amends to remove restrictions on the prepayment of second-lien, senior unsecured or subordinated debt and increases the general investment basket to the greater of $3 billion or 12% of HCA's total assets from $1.5 billion.

Bank of America, NA is the administrative agent and collateral agent.

Commitments were due on April 27.

HCA is a Nashville-based hospital and health care services company.

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