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EXHIBIT 1.2
UNDERWRITING AGREEMENT
(TERMS)
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$500,000,000
Floating Rate Senior Notes Due September 19, 2002
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September 14, 2000
HCA - The Healthcare Company
Xxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Dear Sirs/Madams:
The undersigned Chase Securities Inc. and X.X. Xxxxxx Securities Inc.
(the "Underwriters") understand that HCA - The Healthcare Company (f/k/a
Columbia/HCA Healthcare Corporation), a Delaware corporation (the "Company"),
proposes to issue and sell $500,000,000 aggregate principal amount of its
Floating Rate Senior Notes due September 19, 2002 (the "Offered Securities").
The Offered Securities will be issued pursuant to the provisions of an
Indenture dated as of December 16, 1993, as supplemented (the "Indenture"),
between the Company and Bank One Trust Company, N.A. (the successor to The
First National Bank of Chicago), as trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of the
Offered Securities set forth below opposite their names at a purchase price of
99.75% of the principal amount of the Offered Securities.
Principal Amount
of
Offered Securities
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Chase Securities Inc. ...................................... $ 495,000,000
X.X. Xxxxxx Securities Inc. ................................ 5,000,000
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Total ............................................. $ 500,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Chase Securities Inc. or through the facilities of
the Depository Trust Company at 10:00 a.m. (New York time) on September 19,
2000 (the "Closing Date").
The Offered Securities shall have the terms set forth in the
Prospectus dated August 5, 1999, and the Prospectus Supplement dated of even
date herewith, including the following:
Public Offering Price: 100% of principal amount
Purchase Price: 99.75% of principal amount
Maturity Date: September 19, 2002
Interest Rate: Three Month LIBOR Rate + 1.50%. The interest rate
will be reset for each quarterly interest period.
LIBOR shall be determined using LIBOR Telerate, as
set forth in the Prospectus Supplement.
Interest Payment Dates: March 19, June 19, September 19 and December 19 of
each year, commencing December 19, 2000. Interest
accrues from September 19, 2000.
Current Ratings: Standard & Poor's Ratings Service -- BB+
Xxxxx'x Investors Service, Inc. -- Ba2
All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), a copy of which is attached
hereto, are incorporated by reference in their entirety herein and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
As evidenced by the Company's countersignature of this Agreement, the
Company hereby confirms its engagement of the services of X.X. Xxxxxx
Securities Inc. as, and X.X. Xxxxxx Securities Inc. hereby confirms its
agreement with the Company to render services as, a "qualified independent
underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc., with respect to
the offering and sale of the Offered Securities. The Company agrees promptly to
reimburse X.X. Xxxxxx Securities Inc. for all out-of-pocket expenses, including
fees and disbursements of counsel, reasonably incurred in connection with the
services to be rendered hereunder as a "qualified independent underwriter."
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X.X. Xxxxxx Securities Inc. hereby represents and warrants to, and
agrees with, the Company and the Underwriters that with respect to the offering
and sale of the Offered Securities as described in the Prospectus and
Prospectus Supplement:
(i) X.X. Xxxxxx Securities Inc. constitutes a "qualified
independent underwriter" within the meaning of Section
(b)(15) of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.;
(ii) X.X. Xxxxxx Securities Inc. has participated in the
preparation of the Registration Statement, the Prospectus and
the Prospectus Supplement and has exercised the usual
standards of "due diligence" in respect thereto;
(iii) X.X. Xxxxxx Securities Inc. has undertaken the legal
responsibilities and liabilities of an underwriter under the
Securities Act of 1933, as amended, specifically including
those inherent in Section 11 thereof;
(iv) Based upon (A) a review of the Company, including an
examination of the Registration Statement, information
regarding the earnings, assets, capital structure and growth
rate of the Company and other pertinent financial and
statistical data, (B) inquiries of and conferences with the
management of the Company and its counsel and independent
public accountants regarding the business and operations of
the Company, (C) consideration of the prospects for the
industry in which the Company competes, estimates of the
business potential of the Company, assessments of its
management, the general condition of the securities markets,
market prices of the capital stock and debt securities of,
and financial and operating data concerning, companies
believed by X.X. Xxxxxx Securities Inc. to be comparable to
the Company with debt securities of maturity and seniority
similar to the Offered Securities and the demand for
securities of comparable companies similar to the Offered
Securities, and (D) such other studies, analyses and
investigations as X.X. Xxxxxx Securities Inc. has deemed
appropriate, and assuming that the offering and sale of the
Offered Securities is made as contemplated herein and in the
Prospectus and Prospectus Supplement, X.X. Xxxxxx Securities
Inc. recommends, as of the date of the execution and delivery
of this Agreement, that the yield on the Offered Securities
be not less than that stated above, which yield should in no
way be considered or relied upon as an indication of the
value of the Offered Securities; and
(v) X.X. Xxxxxx Securities Inc. will furnish to the Underwriters
at the time of delivery of the Offered Securities a letter,
dated the time of delivery of the Offered Securities, in form
and substance satisfactory to the Underwriters, to the effect
of clauses (i) through (iv) above.
X.X. Xxxxxx Securities Inc. hereby agrees with the Company and the
Underwriters that, as part of its services hereunder, in the event of any
amendment or supplement to either the Prospectus or the Prospectus Supplement,
X.X. Xxxxxx Securities Inc. will render services as a "qualified
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independent underwriter," in accordance with Rule 2710 of the Conduct Rules of
the National Association of Securities Dealers, Inc., as such term is defined
in Section (b)(15) of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc. with respect to the offering and sale
of the Offered Securities as described in either the Prospectus or the
Prospectus Supplement, as so amended or supplemented, that are substantially
the same as those services being rendered with respect to the offering and sale
of the Offered Securities as described in the Prospectus and the Prospectus
Supplement (including those described above).
The Company agrees to cooperate with X.X. Xxxxxx Securities Inc. to
enable it to perform the services contemplated by this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Please confirm your agreement by having an authorized officer sign a
copy of this Underwriting Agreement in the space set forth below.
Very truly yours,
Chase Securities Inc.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Managing Director
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X.X. Xxxxxx Securities Inc.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
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Title: Vice President
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Accepted:
HCA - The Healthcare Company
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President - Finance
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