HCA Healthcare Inc美股招股说明书(2025-10-29版)

$3,250,000,000 Senior Notes Consisting of:$500,000,000 4.300% Senior Notes due 2030$1,000,000,000 4.600% Senior Notes due 2032$1,000,000,000 4.900% Senior Notes due 2035$750,000,000 5.700% Senior Notes due 2055 HCA Inc. is offering $500,000,000 aggregate principal amount of 4.300% Senior Notes due 2030, which we refer to as the “2030 notes,” $1,000,000,000 aggregateprincipal amount of 4.600% Senior Notes due 2032, which we refer to as the “2032 notes,” $1,000,000,000 aggregate principal amount of 4.900% Senior Notes due 2035, whichwe refer to as the “2035 notes,” and $750,000,000 aggregate principal amount of 5.700% Senior Notes due 2055, which we refer to as the “2055 notes.” The 2030 notes, the 2032notes, the 2035 notes and the 2055 notes are collectively referred to herein as the “notes,” unless context otherwise requires. The 2030 notes will bear interest at a rate of 4.300%per annum, the 2032 notes will bear interest at a rate of 4.600% per annum, the 2035 notes will bear interest at a rate of 4.900% per annum and the 2055 notes will bear interest at arate of 5.700% per annum. HCA Inc. will pay interest on the 2030 notes semi-annually, in cash in arrears, on May 15 and November 15 of each year, beginning on May 15, 2026,on the 2032 notes semi-annually, in cash in arrears, on May 15 and November 15 of each year, beginning on May 15, 2026, on the 2035 notes semi-annually, in cash in arrears, onMay 15 and November 15 of each year, beginning on May 15, 2026 and on the 2055 notes semi-annually, in cash in arrears, on May 15 and November 15 of each year, beginningon May 15, 2026. The 2030 notes will mature on November 15, 2030, the 2032 notes will mature on November 15, 2032, the 2035 notes will mature on November 15, 2035 andthe 2055 notes will mature on November 15, 2055. 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 this prospectus supplement. Inaddition, if a Change of Control Triggering Event (as defined in “Description of the Notes—Repurchase at the Option of Holders—Change of Control Triggering Event”) occurs,we will be required to repurchase the notes of each series from holders on the terms described in 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 senior to any of its existing andfuture subordinated indebtedness. The obligations under the notes will be fully and unconditionally guaranteed by HCA Healthcare, Inc., the direct parent company of HCA Inc.,on a senior unsecured basis and will rank equally and ratably with HCA Healthcare, Inc.’s existing and future senior indebtedness and senior to any of its existing and futuresubordinated indebtedness. The obligations under the notes will be structurally subordinated in right of payment to all obligations of HCA Inc.’s subsidiaries and will be effectivelysubordinated to any of HCA Inc.’s existing 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 the redemption of all of the $1.500 billion outstanding aggregate principal amount of its 5.875% senior notesdue 2026 (the “2026 notes” and such redemption, the “Redemption”) and for general corporate purposes, which may include the repayment of outstanding borrowings under ourcommercial paper program (as defined below). 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 has approved or disapproved of thesesecurities or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)Plus accrued interest, if any, from October 31, 2025.We expect to deliver the notes to investors on or about October 31, 2025 in book-entry form only through the facilities of The Depository Trust Company (“DTC”). See“Underwriting (Conflicts of Interest)—Settlement.” J.P.MorganBofASecuritiesCreditAgricoleCIBPNCCapitalMarketsLLC WellsFargoSecuritiesCapitalOneSecuritiesMorgan StanleyTruist Securities BBVANatWest HuntingtonCapitalMarketsTD Securities 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 acc