HCA Announces Secondary Offering

  HCA Announces Secondary Offering

Business Wire

NASHVILLE, Tenn. -- December 10, 2012

HCA Holdings, Inc. (the “Company”) (NYSE: HCA) today announced that certain of
its stockholders, consisting principally of affiliates of, or funds sponsored
by, Bain Capital Partners, LLC and Kohlberg Kravis Roberts & Co. (the “Selling
Stockholders”), intend to offer for sale in an underwritten secondary offering
approximately 32 million shares of its common stock pursuant to the Company's
shelf registration statement filed with the Securities and Exchange
Commission. The Selling Stockholders will receive all of the proceeds from
this offering. No shares are being sold by management or the Company.

Morgan Stanley & Co. LLC will act as sole underwriter for the offering.

The Company has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and
other documents the Company has filed with the SEC for more complete
information about the Company and this offering. You may obtain these
documents for free by visiting EDGAR on the SEC Web site at: www.sec.gov.
Alternatively, copies of the prospectus supplement and accompanying prospectus
relating to the offering, when available, may be obtained from:

Morgan Stanley & Co. LLC
180 Varick Street, 2nd Floor
New York, New York 10014
Attn: Prospectus Department
Toll-free Telephone: (866) 718 1649 or by email at

This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

Cautionary Statement about Preliminary Results and Other Forward-Looking

This press release contains forward-looking statements within the meaning of
the federal securities laws, which involve risks and uncertainties.
Forward-looking statements include statements that do not relate solely to
historical or current facts and can be identified by the use of words like
“may,” “believe,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “initiative” or “continue.” These forward-looking statements are based
on our current plans and expectations and are subject to a number of known and
unknown uncertainties and risks, many of which are beyond our control, which
could significantly affect current plans and expectations and our future
financial position and results of operations. These factors include, but are
not limited to, (1) the impact of our substantial indebtedness and the ability
to refinance such indebtedness on acceptable terms, (2) the effects related to
the enactment and implementation of the Budget Control Act of 2011 (“BCA”) and
the outcome of pending government negotiations related to avoiding the “fiscal
cliff” which would result from the BCA’s automatic spending reductions that
include cuts to Medicare payments and tax increases beginning in federal
fiscal year 2013, and the effects related to cuts to physicians’ Medicare
reimbursement if Congress does not override the scheduled reductions related
to the Medicare Sustainable Growth Rate, (3) the effects related to the
enactment and implementation of the Patient Protection and Affordable Care
Act, as amended by the Health Care and Education Reconciliation Act
(collectively, the “Health Reform Law”), the possible enactment of additional
federal or state health care reforms and possible changes to the Health Reform
Law and other federal, state or local laws or regulations affecting the health
care industry, (4) increases in the amount and risk of collectibility of
uninsured accounts and deductibles and copayment amounts for insured accounts,
(5) the ability to achieve operating and financial targets, and attain
expected levels of patient volumes and control the costs of providing
services, (6) possible changes in the Medicare, Medicaid and other state
programs, including Medicaid upper payment limit programs or waiver programs,
that may impact reimbursements to health care providers and insurers, (7) the
highly competitive nature of the health care business, (8) changes in service
mix, revenue mix and surgical volumes, including potential declines in the
population covered under managed care agreements, the ability to enter into
and renew managed care provider agreements on acceptable terms and the impact
of consumer driven health plans and physician utilization trends and
practices, (9) the efforts of insurers, health care providers and others to
contain health care costs, (10) the outcome of our continuing efforts to
monitor, maintain and comply with appropriate laws, regulations, policies and
procedures, (11) increases in wages and the ability to attract and retain
qualified management and personnel, including affiliated physicians, nurses
and medical and technical support personnel, (12) the availability and terms
of capital to fund the expansion of our business and improvements to our
existing facilities, (13) changes in accounting practices, (14) changes in
general economic conditions nationally and regionally in our markets, (15)
future divestitures which may result in charges and possible impairments of
long-lived assets, (16) changes in business strategy or development plans,
(17) delays in receiving payments for services provided, (18) the outcome of
pending and any future tax audits, appeals and litigation associated with our
tax positions, (19) potential adverse impact of known and unknown government
investigations, litigation and other claims that may be made against us, (20)
our ongoing ability to demonstrate meaningful use of certified electronic
health record technology and recognize income for the related Medicare or
Medicaid incentive payments, and (21) other risk factors described in our
annual report on Form 10-K for the year ended December 31, 2011 and our other
filings with the Securities and Exchange Commission. Many of the factors that
will determine our future results are beyond our ability to control or
predict. In light of the significant uncertainties inherent in the
forward-looking statements contained herein, readers should not place undue
reliance on forward-looking statements, which reflect management’s views only
as of the date hereof. We undertake no obligation to revise or update any
forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.


HCA Holdings, Inc.
Investor Contact:
Mark Kimbrough, 615-344-2688
Media Contact:
Ed Fishbough, 615-344-2810
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