HCA Healthcare Inc美股招股说明书(2025-10-27版)

$Senior Notes Consisting of:$% Senior Notes due$% Senior Notes due$% Senior Notes due$% Senior Notes due HCA Inc. is offering $aggregate principal amount of% Senior Notes due, which we refer to as the “notes,” $aggregate principal amount of% Senior Notes due, which we refer to as the “notes,” $aggregate principal amount of%Senior Notes due, which we refer to as the “notes,” and $aggregate principal amount of% Senior Notes due,which we refer to as the “notes.” Thenotes, thenotes, thenotes and thenotes are collectively referredto herein as the “notes,” unless context otherwise requires. Thenotes will bear interest at a rate of% per annum, thenotes willbear interest at a rate of% per annum, thenotes will bear interest at a rate of% per annum and thenotes will bear interest at arate of% per annum. HCA Inc. will pay interest on the notes semi-annually, in cash in arrears, onandof each year, beginningon, 2026, on thenotes semi-annually, in cash in arrears, onandof each year, beginning on, 2026, on thenotes semi-annually, in cash in arrears, onandof each year, beginning on, 2026 and on thenotes semi-annually,in cash in arrears, onandof each year, beginning on, 2026. Thenotes will mature on,, thenotes will mature on,, thenotes will mature on,and thenotes will mature on,. We may redeem each series of notes, at any time in whole or from time to time in part, in each case at the redemption prices described in thisprospectus supplement. In addition, if a Change of Control Triggering Event (as defined in “Description of the Notes—Repurchase at the Option ofHolders—Change of Control Triggering Event”) occurs, we will be required to repurchase the notes of each series from holders on the terms describedin this prospectus supplement. The notes will be HCA Inc.’s senior obligations and will rank equally and ratably with all of its existing and future senior indebtedness and seniorto any of its existing and future subordinated indebtedness. The obligations under the notes will be fully and unconditionally guaranteed by HCAHealthcare, Inc., the direct parent company of HCA Inc., on a senior unsecured basis and will rank equally and ratably with HCA Healthcare, Inc.’sexisting and future senior indebtedness and senior to any of its existing and future subordinated indebtedness. The obligations under the notes will bestructurally subordinated in right of payment to all obligations of HCA Inc.’s subsidiaries and will be effectively subordinated to any of HCA Inc.’sexisting and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. HCA Inc. intends to use the net proceeds of this offering for general corporate purposes, which may include the repayment of outstandingborrowings under our commercial paper program (as defined below), and may use a portion of the net proceeds from this offering for the redemption ofall or a portion of the $1.500billion outstanding aggregate principal amount of its 5.875% senior notes due 2026 (the “2026 notes” and any suchredemption, the “Redemption”). See “Use of Proceeds.” Investing in the notes involves risks. See “Risk Factors” beginning on pageS-7. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission or other regulatory body hasapproved or disapproved of these securities or determined if this prospectus supplement or the attached prospectus is truthful or complete.Any representation to the contrary is a criminal offense. Table of Contents It is important for you to read and consider all the information contained and incorporated by reference in this prospectus supplementand the accompanying prospectus and in any related free writing prospectus we prepare or authorize before making your investment decision.Neither HCA Inc., HCA Healthcare, Inc. nor the underwriters have authorized anyone to provide you with any information or representanything about HCA Inc. or HCA Healthcare, Inc., their financial results or this offering that is not contained or incorporated by reference inthis prospectus supplement or the accompanying prospectus. If given or made, any such other information or representation should not berelied upon as having been authorized by HCA Inc., HCA Healthcare, Inc. or the underwriters. Neither HCA Inc., HCA Healthcare, Inc. northe underwriters are making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. The information containedand incorporated by reference in this prospectus supplement and the accompanying prospectus may only be accurate on the date of thisdocument. TABLE OF CONTENTS Prospectus Supplement SummaryRisk FactorsUse of ProceedsCapitalizationRecent DevelopmentsDescription of the NotesCertain United States Federal Tax ConsequencesCertain ERISA ConsiderationsUnderwriting (Conflicts of Interest)Legal MattersExpertsAvailable InformationIncorporation by Reference Prospectus About This ProspectusIncorporation by ReferenceForward-looking and