Simpson Thacher represented HCA in a series of transactions to enable the company to complete a dividend recapitalization. First, HCA effectuated a corporate reorganization that resulted in the existing parent company, HCA Inc., becoming a wholly owned subsidiary of a new holding company, HCA Holdings, Inc. Following this corporate reorganization, HCA Holdings, Inc. issued $1,525,000,000 7¾% Senior Notes due 2021 and used the proceeds from this offering, as well as cash on hand, to pay an approximately $2.0 billion distribution to its stock and optionholders.
HCA is the largest non-governmental hospital operator in the United States and operates 162 hospitals in 20 states and in England. The company is owned by affiliates of Bain Capital Partners, KKR and BAML Capital Partners, a subsidiary of Bank of America Corporation.
The Simpson Thacher team included Joseph Kaufman, Ellen Smiley and Andrew Veit (Capital Markets); Brian Gluck and Andrea Sung (Credit); Samantha Shipp (Executive Compensation and Employee Benefits) and Steven Todrys, Jonathan Goldstein and Jennifer Klein (Tax).