0000899243-16-019817.txt : 20160512 0000899243-16-019817.hdr.sgml : 20160512 20160512204655 ACCESSION NUMBER: 0000899243-16-019817 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140701 FILED AS OF DATE: 20160512 DATE AS OF CHANGE: 20160512 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HCA Holdings, Inc. CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 273865930 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 MAIL ADDRESS: STREET 1: ONE PARK PLAZA CITY: NASHVILLE STATE: TN ZIP: 37203 FORMER COMPANY: FORMER CONFORMED NAME: HCA INC/TN DATE OF NAME CHANGE: 20010627 FORMER COMPANY: FORMER CONFORMED NAME: HCA THE HEALTHCARE CO DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP DATE OF NAME CHANGE: 20000502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI Associates, L.P. CENTRAL INDEX KEY: 0001432722 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645599 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 8 NA Ltd CENTRAL INDEX KEY: 0001459135 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645595 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates 8 NA L.P. CENTRAL INDEX KEY: 0001459136 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645596 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Fund Holdings GP Ltd CENTRAL INDEX KEY: 0001472697 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645594 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASF Walter Co-Invest GP Ltd CENTRAL INDEX KEY: 0001645542 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645592 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI Investments, L.P. CENTRAL INDEX KEY: 0001432719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645601 BUSINESS ADDRESS: STREET 1: P.O. BOX 255 STREET 2: TRAFALGAR COURT, LES BANQUES CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 3QL BUSINESS PHONE: (212) 659-2050 MAIL ADDRESS: STREET 1: C/O KKR KPE LLC STREET 2: 9 WEST 57TH STREET, SUITE 1640 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 8 North America Investor L.P. CENTRAL INDEX KEY: 0001459137 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645597 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: 8 North America Investor, L.P. DATE OF NAME CHANGE: 20090320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASF Walter Co-Invest L.P. CENTRAL INDEX KEY: 0001645543 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645593 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR PEI GP Ltd CENTRAL INDEX KEY: 0001588260 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11239 FILM NUMBER: 161645598 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO., L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO., L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-07-01 0 0000860730 HCA Holdings, Inc. HCA 0001432719 KKR PEI Investments, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432722 KKR PEI Associates, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001588260 KKR PEI GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459137 8 North America Investor L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459136 KKR Associates 8 NA L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001459135 KKR 8 NA Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472697 KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001645543 ASF Walter Co-Invest L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001645542 ASF Walter Co-Invest GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.01 per share 2014-07-01 4 J 0 541306 51.975 D 2031716.9 I Held through Hercules Holding II, LLC and KKR PEI Investments, L.P. Common Stock, par value $0.01 per share 2016-05-10 4 S 0 3730122 80.12 D 2337018.1 I Held through Hercules Holding II, LLC and KKR Millennium Fund L.P. Common Stock, par value $0.01 per share 2016-05-10 4 S 0 3461161 80.12 D 2168506.2 I Held through Hercules Holding II, LLC and KKR 2006 Fund L.P. Common Stock, par value $0.01 per share 2016-05-10 4 S 0 1249115 80.12 D 782601.9 I Held through Hercules Holding II, LLC and KKR PEI Investments, L.P. Common Stock, par value $0.01 per share 2016-05-10 4 S 0 127923 80.12 D 80147.6 I Held through Hercules Holding II, LLC and KKR Partners III, L.P. Common Stock, par value $0.01 per share 2016-05-10 4 S 0 78529 80.12 D 49200.4 I Held through Hercules Holding II, LLC and OPERF Co-Investment LLC Common Stock, par value $0.01 per share 2016-05-10 4 S 0 381309 80.12 D 238899.4 I Held through Hercules Holding II, LLC and 8 North America Investor L.P. Common Stock, par value $0.01 per share 2016-05-10 4 S 0 332799 80.12 D 208507 I Held through Hercules Holding II, LLC and ASF Walter Co-Invest L.P. Hercules Holding II, LLC ("Hercules") directly holds shares of common stock, par value $0.01 per share (the "Common Stock"), of HCA Holdings, Inc. (the "Company"), including all of the shares of Common Stock reported herein, except as set forth below. The membership interests of Hercules are held by a private investor group, including certain affiliates of Kohlberg Kravis Roberts & Co. L.P. and Company founder Dr. Thomas F. Frist, Jr. Each of such persons disclaims membership in any such group and each of such persons other than Hercules disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. Reflects a transfer of interests in Hercules by KKR PEI Investments, L.P. to ASF Walter Co-Invest L.P. Represents shares of Common Stock distributed by Hercules to certain of its members which shares of Common Stock are indirectly beneficially owned by such entities through their direct ownership in Hercules and which shares are subsequently being repurchased by the Company for $80.12 per share. KKR PEI Investments, L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. KKR Millennium Fund may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of the KKR Millennium Fund is KKR Associates Millennium L.P., and KKR Millennium GP LLC is the sole general partner of KKR Associates Millennium L.P. The designated member of KKR Millennium GP LLC is KKR Fund Holdings L.P. KKR 2006 Fund L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR Partners III, L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of KKR Partners III, L.P. is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Henry R. Kravis and George R. Roberts. OPERF Co-Investment may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general manager of OPERF Co-Investment is KKR Associates 2006 L.P, and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. 8 North America Investor L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P. ASF Walter Co-Invest L.P. may be deemed to beneficially own these shares of Common Stock by virtue of the membership interests it holds in Hercules. The general partner of ASF Walter Co-Invest L.P. is ASF Walter Co-Invest GP Limited. The sole shareholder of ASF Walter Co-Invest GP Limited is KKR Fund Holdings L.P. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Millennium Fund L.P., KKR Associates Millennium L.P., KKR Millennium GP LLC, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, OPERF Co-Investment LLC, KKR Partners III, L.P., KKR III GP LLC, KKR Fund Holdings L.P., KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Henry R. Kravis and George R. Roberts have made a separate Form 4 filing. (14) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J. Janetschek, Director of KKR PEI GP Limited, the general partner of KKR PEI Associates, L.P., the general partner of KKR PEI Investments, L.P. (15) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Director of KKR PEI GP Limited, the general partner of KKR PEI Associates, L.P. (16) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Director of KKR PEI GP Limited. (17) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR 8 NA Limited, the general partner of KKR Associates 8 NA L.P., the general partner of 8 North America Investor L.P. (18) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR 8 NA Limited, the general partner of KKR Associates 8 NA L.P. (19) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR 8 NA Limited. (20) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited. (21) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Director of ASF Walter Co-Invest GP Limited, the general partner of ASF Walter Co-Invest L.P. (22) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Director of ASF Walter Co-Invest GP Limited. /s/ Terence P. Gallagher, KKR PEI Investments, L.P.(14) 2016-05-12 /s/ Terence P. Gallagher, KKR PEI Associates, L.P.(15) 2016-05-12 /s/ Terence P. Gallagher, KKR PEI GP Limited(16) 2016-05-12 /s/ Terence P. Gallagher, 8 North America Investor L.P.(17) 2016-05-12 /s/ Terence P. Gallagher, KKR Associates 8 NA L.P.(18) 2016-05-12 /s/ Terence P. Gallagher, KKR 8 NA Limited(19) 2016-05-12 /s/ Terence P. Gallagher, KKR Fund Holdings GP Limited(20) 2016-05-12 /s/ Terence P. Gallagher, ASF Walter Co-Invest L.P. (21) 2016-05-12 /s/ Terence P. Gallagher, ASF Walter Co-Invest GP Limited (22) 2016-05-12