UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 2021 (
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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K of HCA Healthcare, Inc. (the “Company”) filed on March 20, 2020 with the Securities and Exchange Commission (the “Commission”), HCA Inc. (the “Borrower”), a direct, wholly owned subsidiary of the Company, entered into a credit agreement (the “Credit Agreement”), dated March 19, 2020 (the “Closing Date”), with the lenders party thereto, Bank of America, N.A., as administrative agent, and BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and bookrunners. The Credit Agreement provided for a 364-day secured term loan facility to be made available in an aggregate principal amount of up to $2.0 billion (the “Reserve Liquidity Facility”). The Reserve Liquidity Facility was scheduled to mature 364 days after the Closing Date. As permitted under the terms of the Credit Agreement, the Borrower terminated the Credit Agreement on January 29, 2021. In connection with the termination of the Credit Agreement, all accrued and unpaid fees thereunder were paid in full and all commitments thereunder were terminated. The Reserve Liquidity Facility has remained unutilized since the Closing Date.
A description of the Credit Agreement is set forth under “Item 1.01. Entry into a Material Definitive Agreement—Credit Agreement” in the Company’s Current Report on Form 8-K filed with the Commission on March 20, 2020 and is incorporated by reference in this Item 1.02.
Item 2.02. Results of Operations and Financial Condition.
On February 2, 2021, the Company issued a press release announcing, among other matters, its results of operations for the fourth quarter and year ended December 31, 2020, the text of which is set forth as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
On February 2, 2021, the Company issued a press release announcing, among other matters, its results of operations for the fourth quarter and year ended December 31, 2020, the text of which is set forth as Exhibit 99.1.
Item 8.01. Other Events.
The Company previously announced the suspension of its share repurchase program and quarterly dividend program to enhance its operational and financial flexibility during the COVID-19 pandemic. On February 2, 2021, the Company announced that its Board of Directors had (i) authorized the resumption of its share repurchase program, pursuant to which $2.8 billion remained available for utilization prior to its suspension, and (ii) authorized an additional share repurchase program for up to $6 billion of the Company’s outstanding common stock. Repurchases will be made in accordance with applicable securities laws from time to time in the open market, through privately negotiated transactions, or otherwise.
On February 2, 2021, the Company also announced that its Board of Directors had reinstated its quarterly dividend program and declared a quarterly cash dividend of $0.48 per share of the Company’s common stock. The dividend will be paid on March 31, 2021 to stockholders of record at the close of business on March 17, 2021.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| Exhibit 99.1 | Press Release, dated February 2, 2021 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| HCA HEALTHCARE, INC. | ||
| /s/ William B. Rutherford | ||
| William B. Rutherford Executive Vice President and Chief Financial Officer | ||
Date: February 2, 2021