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Long-Term Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Long-Term Debt
NOTE 9 — LONG-TERM DEBT
A summary of long-term debt at December 31, including related interest rates at December 31, 2019, follows (dollars in millions):
                 
 
2019
 
 
2018
 
Senior secured asset-based revolving credit facility (effective interest rate of 3.0%)
 
$
2,480
 
  $
3,040
 
Senior secured revolving credit facility
 
 
 
   
 
Senior secured term loan facilities (effective interest rate of 3.3%)
 
 
3,725
 
   
3,801
 
Senior secured notes (effective interest rate of 5.1%)
 
 
13,850
 
   
13,800
 
Other senior secured debt (effective interest rate of 5.4%)
 
 
654
 
   
585
 
                 
Senior secured debt
 
 
20,709
 
   
21,226
 
Senior unsecured notes (effective interest rate of 6.3%)
 
 
13,252
 
   
11,752
 
Net debt issuance costs
 
 
(239
)
   
(157
)
                 
Total debt (average life of
8.6
years, rates averaging
5.2
%)
 
 
33,722
 
   
32,821
 
Less amounts due within one year
 
 
145
 
   
788
 
                 
 
$
33,577
 
  $
32,033
 
                 
 
 
During January 2019, we issued $
1.500
 billion aggregate principal amount of senior unsecured notes comprised of $
1.000
 billion aggregate principal amount of
5.875
% notes due 2029 and $
500
 million aggregate principal amount of
5.625
% notes due 2028. We used the net proceeds to fund the purchase of a seven-hospital health system located in western North Carolina.
 
During June 2019, we issued $5.000 billion aggregate principal amount of senior secured notes comprised of $2.000 billion aggregate principal amount of 4 1/8% notes due 2029, $1.000 billion aggregate principal amount of 5 1/8% notes due 2039 and $2.000 billion aggregate principal amount of 5 1/4% notes due 2049. During July 2019, we redeemed all $600 million outstanding aggregate principal amount of 4.25% senior secured notes due 2019, all $3.000 billion outstanding aggregate principal amount of 6.50% senior secured notes due 2020 and all $1.350 billion outstanding aggregate principal amount of 5.875% senior secured notes due 2022. The pretax loss on retirement of debt for these redemptions was $211 million.
Senior Secured Credit Facilities And Other Senior Secured Debt
We have entered into the following senior secured credit facilities: (i) a $3.750 billion asset-based revolving credit facility maturing on
June 28, 2022
with a borrowing base of
85
% of eligible accounts receivable, subject to customary reserves and eligibility criteria ($2.480 billion outstanding at December 31, 2019) (the “ABL credit facility”); (ii) a $2.000 billion senior secured revolving credit facility maturing on
June 28, 2022
(
none
outstanding at December 31, 2019 without giving effect to certain outstanding letters of credit); (iii) a $1.106 billion senior secured term loan
A-6
facility maturing on
July 16, 2024
; (iv) a $1.474 billion senior secured term loan
B-12
facility maturing on
March 13, 2025
; and (v) a $1.145 billion senior secured term loan
B-13
facility maturing on
March 18, 2026
. We refer to the facilities described under (ii) through (v) above, collectively, as the “cash flow credit facility” and, together with the ABL credit facility, the “senior secured credit facilities.”
Borrowings under the senior secured credit facilities bear interest at a rate equal to, at our option, either (a) a base rate determined by reference to the higher of (1) the federal funds rate plus 0.50% or (2) the prime rate of Bank of America or (b) a LIBOR rate for the currency of such borrowing for the relevant interest period, plus, in each case, an applicable margin. The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to attaining certain leverage ratios.
The senior secured credit facilities contain a number of covenants that restrict, subject to certain exceptions, our (and some or all of our subsidiaries’) ability to incur additional indebtedness, repay subordinated indebtedness, create liens on assets, sell assets, make investments, loans or advances, engage in certain transactions with affiliates, pay dividends and distributions, and enter into sale and leaseback transactions. In addition, we are required to satisfy and maintain a maximum total leverage ratio covenant under the cash flow credit facility and, in certain situations under the ABL credit facility, a minimum interest coverage ratio covenant.
Senior secured notes consists of (i) $
1.250
 billion aggregate principal amount of 4.75% first lien notes due 2023; (ii) $2.000 billion aggregate principal amount of 5.00% first lien notes due 2024; (iii) $1.400 billion aggregate principal amount of 5.25% first lien notes due 2025; (iv) $1.500 billion aggregate principal amount of 5.25% first lien notes due 2026; (v) $1.200 billion aggregate principal amount of 4.50% first lien notes due 2027; (vi) $
2.000
 billion aggregate principal amount of 4 1/8% first lien notes due 2029; (vii) $
1.000
 billion aggregate principal amount of 5 1/8% first lien notes due 2039; (viii) $1.500 billion aggregate principal amount of 5.50% first lien notes due 2047; and (ix) $
2.000
 billion aggregate principal amount of 5 1/4% first lien notes due 2049. Finance leases and other secured debt totaled $654 million at December 31, 2019.
We use interest rate swap agreements to manage the variable rate exposure of our debt portfolio. At December 31, 2019, we had entered into effective interest rate swap agreements, in a total notional amount of $2.500 billion, in order to hedge a portion of our exposure to variable rate interest payments associated with the
senior secured credit facilities. The effect of the interest rate swaps is reflected in the effective interest rates for the senior secured credit facilities.
Senior Unsecured Notes
Senior unsecured notes consist of (i) $12.391 billion aggregate principal amount of senior notes with maturities ranging from 2021 to 2033; (ii) an aggregate principal amount of $125 million medium-term notes maturing 2025; and (iii) an aggregate principal amount of $736 million debentures with maturities ranging from 2023 to 2095.
General Debt Information
The senior secured credit facilities and senior secured notes are fully and unconditionally guaranteed by substantially all existing and future, direct and indirect, 100% owned material domestic subsidiaries that are “Unrestricted Subsidiaries” under our Indenture (the “1993 Indenture”) dated December 16, 1993 (except for certain special purpose subsidiaries that only guarantee and pledge their assets under our ABL credit facility).
All obligations under the ABL credit facility, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all of the receivables of the borrowers and each guarantor under such ABL credit facility (the “Receivables Collateral”).
All obligations under the cash flow credit facility and the guarantees of such obligations are secured, subject to permitted liens and other exceptions, by:
  a first-priority lien on the capital stock owned by HCA Inc., or by any U.S. guarantor, in each of their respective first-tier subsidiaries;
  a first-priority lien on substantially all present and future assets of HCA Inc. and of each U.S. guarantor other than (i) “Principal Properties” (as defined in the 1993 Indenture), (ii) certain other real properties and (iii) deposit accounts, other bank or securities accounts, cash, leaseholds, motor-vehicles and certain other exceptions; and
  a second-priority lien on certain of the Receivables Collateral.
Our
senior secured notes and the related guarantees are secured by first-priority liens, subject to permitted liens, on our and our subsidiary guarantors’ assets, subject to certain exceptions, that secure our cash flow credit facility on a first-priority basis and are secured by second-priority liens, subject to permitted liens, on our and our subsidiary guarantors’ assets that secure our ABL credit facility on a first-priority basis and our other cash flow credit facility on a second-priority basis.
Maturities of long-term debt in years 2021 through 2024, excluding amounts under the ABL credit facility, are $1.156 billion, $2.177 billion, $2.770 billion and $3.137 billion, respectively.