HCA Holdings 2011 Annual Report Download - page 59

During February 2011, our Board of Directors approved an increase in the number of our authorized shares
to 1,800,000,000 shares of common stock and a 4.505-to-one split of our issued and outstanding common shares.
All common share and per common share amounts in this Form 10-K reflect the 4.505-to-one split. During
March 2011, we completed the initial public offering of 87,719,300 shares of our common stock at a price of
$30.00 per share (before deducting underwriter discounts, commissions and other related offering expenses).
Certain of our stockholders also sold 57,410,700 shares of our common stock in this offering. We did not receive
any proceeds from the shares sold by the selling stockholders. Our common stock is now traded on the New York
Stock Exchange (the “NYSE”) (symbol “HCA”). Our first day of trading was March 10, 2011.
On September 21, 2011, we repurchased 80,771,143 shares of our common stock beneficially owned by
affiliates of Bank of America Corporation at a purchase price of $18.61 per share, the closing price of the
Company’s common stock on the NYSE on September 14, 2011. The repurchase was financed using a
combination of cash on hand and borrowings under available credit facilities. The shares repurchased represented
approximately 15.6% of our total shares outstanding at the time of the repurchase.
The table below sets forth, for the calendar quarters indicated, the high and low sales prices per share
reported on the NYSE for our common stock.
Sales Price
High Low
2011
First Quarter ..................................................... $34.57 $30.36
Second Quarter ................................................... 35.37 30.75
Third Quarter ..................................................... 34.92 17.03
Fourth Quarter .................................................... 26.86 17.43
At the close of business on January 12, 2012, there were approximately 1,030 holders of record of our
common stock.
On February 3, 2012, our Board of Directors declared a cash distribution to the Company’s stockholders and
holders of vested stock options. The distribution was $2.00 per share and vested stock option, or approximately
$975 million in the aggregate (inclusive of the distributions to holders of stock options and restricted share units).
The distribution will be paid on February 29, 2012 to the holders of record on February 16, 2012. The
distribution will be funded through existing cash and borrowings under our existing senior secured credit
facilities. Pursuant to the terms of our equity incentive plans, (1) the holders of any unvested options will receive
$2.00 per share reductions (subject to certain tax limitations that resulted in deferred distributions for a portion of
the declared distribution, which will be paid upon vesting of the applicable stock options) to the exercise price of
the stock option awards; (2) the holders of any unvested stock appreciation rights will receive $2.00 per share
reductions to the base price of the stock appreciation right awards; and (3) the holders of any unvested restricted
share units will receive $2.00 per unit, which will be paid upon vesting of the applicable restricted share units.
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