Terms Applicable to the Notes. Change of Control Upon certain change of control events, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any. Trade Date June 21, 2021 Use of Proceeds We estimate that our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $2,314,663,000. We intend to use a combination of cash and the net proceeds from this offering and from the Credit Agreement Transactions to repay all or a portion of our outstanding $1.455 billion senior secured term loan B-12 facility and $1.131 billion senior secured term loan B-13 facility, and for general corporate purposes. Denominations $2,000 and integral multiples of $1,000 Form of Offering SEC Registered (Registration No. 333-226709) Joint Book-Running Managers BofA Securities, Inc. ▇▇▇▇▇ Fargo Securities, LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. Capital One Securities, Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA LLC Co-Managers Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. MUFG Securities Americas Inc. Regions Securities LLC PNC Capital Markets LLC Settlement Date June 30, 2021 (T+7) We expect that delivery of the notes will be made to investors on or about June 30, 2021, which will be the seventh business day following the date of this pricing term sheet (such settlement being referred to as “T+7”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from either BofA Securities, Inc., NC1-004-03-43, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: Prospectus Department, by telephone (▇▇▇) ▇▇▇-▇▇▇▇ or by emailing: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: WFS Customer Service, by telephone ▇-▇▇▇-▇▇▇-▇▇▇▇ or by emailing ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. 2490 Church, LLC 360 Community Alliance, LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Professional Building Condominium Association, Inc. ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP AC Med, LLC Acadiana Care Center, Inc. Acadiana Practice Management, Inc. Acadiana Regional Pharmacy, Inc. Access 2 Health Care Physicians, LLC Access Health Care Physicians, LLC Access Management Co., LLC Ace Leasing II, LLC ACH, Inc. Acute Kids Urgent Care of Medical City Children’s Hospital, PLLC Acworth Immediate Care, LLC ADC Surgicenter, LLC Administrative Physicians of North Texas, PLLC Advanced Bundle Convener, LLC Advanced Practice Providers of Gulf Coast, PLLC Alaska Regional Medical Group, LLC Alaska Spine Center, LLC Alaska Surgery Center Limited Partnership Aligned Business Consortium Group, L.P. All About Staffing (India) Ltd. All About Staffing Philippines, Inc. All About Staffing, Inc. Alleghany Hospitalists, LLC Alleghany Primary Care, Inc. Alleghany Specialists, LLC Alliance Surgicare, LLC Alpine Surgicenter, LLC Alta Internal Medicine, LLC Alternaco, LLC Altitude Mid Level Providers, LLC Ambulatory Endoscopy Clinic of Dallas, Ltd. Ambulatory Endoscopy Holdco, LLC Ambulatory Laser Associates, GP Ambulatory Services Management Corporation of Chesterfield County, Inc. Ambulatory Surgery Center Group, Ltd. American Medicorp Development Co. Anchorage Endoscopy Surgicenter, LLC Anchorage Surgicenter, LLC AOGN, LLC AOSC Sports Medicine, Inc. AppleCare/Memorial Immediate Care Joint Venture, LLC Appledore Medical Group II, Inc. Appledore Medical Group, Inc.
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Terms Applicable to the Notes. Change of Control Upon certain change a Change of control eventsControl Triggering Event, each Holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any. Trade Date June 21February 20, 2021 2024 Use of Proceeds We estimate that our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $2,314,663,0004,441,602,500. We intend to use a combination of cash and the net proceeds from this offering and from for the Credit Agreement Transactions to repay all or a portion repayment of our outstanding $1.455 billion senior secured near-term loan B-12 facility and $1.131 billion senior secured term loan B-13 facility, maturities and for general corporate purposes. Prior to such repayment, we may temporarily repay borrowings outstanding under our senior secured asset-based revolving credit facility. Denominations $2,000 and integral multiples of $1,000 Form of Offering SEC Registered (Registration No. 333-226709271537) Joint Book-Running Managers BofA Securities, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. ▇.▇. ▇▇▇▇▇▇ Fargo Securities LLC Capital One Securities, LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. Capital One Securities, Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA Fargo Securities, LLC Co-Managers Credit Agricole Securities (USA) Inc. Fifth Third Securities, Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. MUFG Securities Americas CIBC World Markets Corp. DNB Markets, Inc. Regions Securities LLC PNC Capital Markets LLC Settlement Date June 30February 23, 2021 2024 (T+7T+3) We expect that delivery of the notes will be made to investors on or about June 30February 23, 20212024, which will be the seventh third business day following the date of this pricing term sheet (such settlement being referred to as “T+7T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the notes hereunder will be required, by virtue of the fact that the notes initially settle in T+7T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors. The Issuer has filed a registration statement (including a prospectus and a related preliminary prospectus supplement) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents HCA Healthcare, Inc. has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at ▇▇▇.▇▇▇.▇▇▇. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from either BofA Securities, Inc., NC1-004022-0302-4325, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇Charlotte, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇NC 28255-▇▇▇▇0001, Attn: Prospectus Department, by telephone (▇-▇▇▇) -▇▇▇-▇▇▇▇ or by emailing: ▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or ▇; Barclays Capital Inc., c/o Broadridge Financial Solutions, ▇▇▇▇ Fargo Securities, LLC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: WFS Customer Service, by telephone ▇-▇▇▇-▇▇▇-▇▇▇▇ or by emailing ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or by telephone at ▇. 2490 Church-▇▇▇-▇▇▇-▇▇▇▇; Citigroup Global Markets Inc., LLC 360 Community Alliancec/o Broadridge Financial Solutions, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Professional Building Condominium Association▇, Inc. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, by telephone: ▇-▇▇▇-▇▇▇-▇▇▇▇ or by emailing: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; or ▇.▇. ▇▇▇▇▇▇ Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ LLP AC Med▇▇▇▇▇, LLC Acadiana Care Center, Inc. Acadiana Practice Management, Inc. Acadiana Regional Pharmacy, Inc. Access 2 Health Care Physicians, LLC Access Health Care Physicians, LLC Access Management Co., LLC Ace Leasing II, LLC ACH, Inc. Acute Kids Urgent Care of Medical City Children’s Hospital, PLLC Acworth Immediate Care, LLC ADC Surgicenter, LLC Administrative Physicians of North Texas, PLLC Advanced Bundle Convener, LLC Advanced Practice Providers of Gulf Coast, PLLC Alaska Regional Medical Group, LLC Alaska Spine Center, LLC Alaska Surgery Center Limited Partnership Aligned Business Consortium Group, L.P. All About Staffing (India) Ltd. All About Staffing Philippines, Inc. All About Staffing, Inc. Alleghany Hospitalists, LLC Alleghany Primary Care, Inc. Alleghany Specialists, LLC Alliance Surgicare, LLC Alpine Surgicenter, LLC Alta Internal Medicine, LLC Alternaco, LLC Altitude Mid Level Providers, LLC Ambulatory Endoscopy Clinic of Dallas, Ltd. Ambulatory Endoscopy Holdco, LLC Ambulatory Laser Associates, GP Ambulatory Services Management Corporation of Chesterfield County, Inc. Ambulatory Surgery Center Group, Ltd. American Medicorp Development Co. Anchorage Endoscopy Surgicenter, LLC Anchorage Surgicenter, LLC AOGN, LLC AOSC Sports Medicine, Inc. AppleCare/Memorial Immediate Care Joint Venture, LLC Appledore Medical Group II, Inc. Appledore Medical Group, Inc.by telephone: ▇-▇▇▇-▇▇▇-▇▇▇▇.
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