SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 15, 2013 (February 11, 2013)
HCA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (615) 344-9551
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2013, HCA Holdings, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) by and among the Company, the selling shareholders listed on Schedule A thereto (the Selling Shareholders), and Citigroup Global Markets Inc. and Barclays Capital Inc. (the Underwriters), relating to the underwritten offering of 50,000,000 shares (the Shares) of the Companys common stock, par value $0.01 per share pursuant to the Companys Registration Statement on Form S-3 (File No. 333-175791), filed on December 10, 2012, as supplemented by the prospectus supplement dated February 11, 2013. All of the Shares are being sold by the Selling Shareholders. Pursuant to the Underwriting Agreement, the Underwriter purchased the Shares at a price of $35.87 per share in a transaction that was completed on February 15, 2013.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 15, 2013
INDEX TO EXHIBITS