Exhibit 10.13
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
OF
HCA HEALTHCARE, INC.
Dated as of February 6, 2026
Exhibit 10.13
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
OF
HCA HEALTHCARE, INC.
Dated as of February 6, 2026
Table of Contents
Page
Article I DEFINITIONS |
1 |
|
Section 1.1. |
Definitions |
1 |
Section 1.2. |
Construction |
3 |
Article II CORPORATE GOVERNANCE AND SHARE TRANSFERS |
3 |
|
Section 2.1. |
Board of Directors |
3 |
Section 2.2. |
Committees |
4 |
Section 2.3. |
Other Transfer Restrictions |
4 |
Article III GENERAL PROVISIONS |
4 |
|
Section 3.1. |
Notices |
4 |
Section 3.2. |
Amendment; Waiver |
5 |
Section 3.3. |
Further Assurances |
5 |
Section 3.4. |
Assignment |
5 |
Section 3.5. |
Third Parties |
6 |
Section 3.6. |
Governing Law |
6 |
Section 3.7. |
Jurisdiction |
6 |
Section 3.8. |
Specific Performance |
6 |
Section 3.9. |
Entire Agreement |
6 |
Section 3.10. |
Severability |
6 |
Section 3.11. |
No Waiver |
6 |
Section 3.12. |
Table of Contents, Headings and Captions |
6 |
Section 3.13. |
Grant of Consent |
6 |
Section 3.14. |
Counterparts |
6 |
Section 3.15. |
Effectiveness |
7 |
Section 3.16. |
No Recourse |
7 |
Exhibits |
|
Exhibit A |
Permitted Transferee Form Joinder |
ii
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
OF
HCA HEALTHCARE, INC.
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”), dated as of February 6, 2026, is entered into by and among HCA Healthcare, Inc., a Delaware corporation (the “Company”), Hercules Holding II, a Delaware general partnership (“Hercules”), and Frisco Holding II, a Delaware general partnership (“Frisco”).
R E C I T A L S:
WHEREAS, Hercules and the Company, together with other Persons, previously entered into a Stockholders’ Agreement (the “Old Agreement”), dated as of March 9, 2011, providing for certain corporate governance matters in respect of Hercules’ holdings of common stock, par value $0.01 per share (the “Common Stock”), of the Company;
WHEREAS, Hercules has distributed to Frisco all shares of Common Stock attributable to, and in redemption of, Frisco’s interest in Hercules (the “Old Shares”);
WHEREAS, concurrently with the execution and delivery of this Agreement, (a) the Company and Frisco have entered into that certain Exchange Agreement (the “Exchange Agreement”), dated as of the date of this Agreement, pursuant to which Frisco transferred to the Company the Old Shares, and, in consideration therefor, the Company issued to Frisco 36,557,141 shares of Common Stock and (b) the Company, Hercules and Frisco have entered into that certain Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), dated as of the date of this Agreement, as amended, modified or supplemented from time to time, providing for certain registration rights in respect of the holdings of the Frist Group (as defined below), both indirectly through Hercules and Frisco, and directly, and of any other Person who becomes a party thereunder, in each case, of the Common Stock;
WHEREAS, as of the date of this Agreement, the Frist Group (as defined below), including indirectly through Hercules and Frisco, owns a substantial number of the outstanding shares of Common Stock;
WHEREAS, in connection with such ownership, certain members of the Frist Group have entered into the Amended and Restated Partnership Agreement of Hercules (the “Hercules Partnership Agreement”) and the Partnership Agreement of Frisco (the “Frisco Partnership Agreement” and, together with the Hercules Partnership Agreement, the “Partnership Agreements”), in each case, dated as of February 6, 2026, as amended, modified or supplemented from time to time, setting forth certain rights of the Frist Group related to corporate governance and other matters of Hercules and Frisco in respect of the Company;
WHEREAS, the parties hereto now wish to amend and restate the Old Agreement in the form of this Agreement to provide for certain corporate governance matters in respect of both Hercules’ and Frisco’s respective holdings of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
“Affiliate” shall mean, with respect to any Person, an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act.
“Agreement” shall have the meaning set forth in the Preamble.
“beneficially own” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
“Board” shall mean the board of directors of the Company.
“Closing Date” shall have the meaning set forth in the Exchange Agreement.
“Common Stock” shall have the meaning set forth in the Recitals.
“Company” shall have the meaning set forth in the Preamble.
“Director” shall have the meaning set forth in Section 2.1(a).
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated pursuant thereto.
“Exchange Agreement” shall have the meaning set forth in the Recitals.
“Family Member” shall mean, with respect to any natural Person, (i) any family member (including any child, stepchild, grandchild or more remote issue, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, child of sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, cousin and adoptive relationships) or heir, legatee, beneficiary, devisee or estate of such Person or (ii) any foundation, trust, family limited partnership, family limited liability company or other entity created and used for estate planning, charitable or educational purposes, so long as any such foundation, trust, family limited partnership, family limited liability company or other entity is controlled by, for the benefit of, or owned by one or more Persons described in clause (i) and/or clause (ii).
“Frisco” shall have the meaning set forth in the Preamble.
“Frisco Partnership Agreement” shall have the meaning set forth in the Recitals.
“Frisco Volume Amount” shall mean, as of a date of determination: (i) the number of shares of Common Stock calculated pursuant to Rule 144(e)(1)(i)-(ii) under the Securities Act (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); multiplied by (ii) the number of New Shares then beneficially owned by Frisco and its Permitted Transferees in the aggregate, without duplication; divided by (iii) the number of shares of Common Stock, including New Shares, then beneficially owned by the Frist Group as a whole in the aggregate, without duplication.
“Frist Group” shall mean the following Persons, collectively: Hercules, Frisco, partners of Hercules and/or Frisco and each of their respective successors, permitted assigns and Permitted Transferees, as applicable, that from time to time directly or indirectly hold any interest in the Company.
“Governmental Entity” shall mean any domestic or non-U.S. legislative, administrative or regulatory authority, agency, commission, body, court or other governmental or quasi-governmental entity of competent jurisdiction, including any supranational body.
“Hercules” shall have the meaning set forth in the Preamble.
“Hercules Partnership Agreement” shall have the meaning set forth in the Recitals.
“Independent Director” shall mean an individual that is independent within the meaning of “independent director” under the New York Stock Exchange rules or the rules of such other securities exchange on which shares of Common Stock are then listed.
“Law” or “Laws” shall mean any law, statute, ordinance, common law, rule, regulation, Order or other legal requirement enacted, issued, promulgated, enforced or entered by a Governmental Entity of competent jurisdiction.
“New Shares” shall have the meaning set forth in the Exchange Agreement.
“Old Agreement” shall have the meaning set forth in the Recitals.
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“Old Shares” shall have the meaning set forth in the Recitals.
“Order” shall mean any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator or Governmental Entity.
“Partnership Agreement” shall have the meaning set forth in the Recitals.
“pecuniary interest” shall have the meaning ascribed to such term in Rule 16a-1 under the Exchange Act.
“Permitted Transferee” shall mean: (i) a partner of Hercules or Frisco; (ii) a Family Member with respect to a Person described in clause (i); or (iii) a Person who is a Family Member with respect to the same natural Person as a person described in clause (i) and/or clause (ii).
“Permitted Transferee Form Joinder” shall have the meaning set forth in Section 2.3.
“Person” shall mean any individual, corporation, partnership, trust, joint stock company, business trust, unincorporated association, joint venture or other entity of any nature whatsoever.
“Registered Sales” shall have the meaning set forth in Section 2.3.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated pursuant thereto.
“Transfer” by any Person shall mean, directly or indirectly, to sell, transfer, assign, distribute, pledge, encumber, hypothecate or otherwise dispose of or transfer (by the operation of Law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by the operation of Law or otherwise). The terms “Transfers”, “Transferred” and “Transferring” shall have correlative meanings.
(a) Effective as of the date hereof, the Board is comprised of 10 members (each, a “Director”), of whom (i) two are designees of the Frist Group, (ii) one is the Chief Executive Officer of the Company and (iii) seven are Independent Directors.
(b) The Frist Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board two Directors; provided, that the Frist Group shall cease to have the right to nominate any Directors to the Board pursuant to this Agreement at such time as the Frist Group ceases to have a pecuniary interest in at least 3% of the outstanding shares of Common Stock.
(c) In the event that the Frist Group ceases to have the right to designate a person to serve as a Director pursuant to this Section 2.1, the Frist Group’s applicable designee(s) to the Board shall resign immediately or the Frist Group shall take all action necessary to remove such designee(s).
(d) Any Director designated by the Frist Group pursuant to this Section 2.1 may be removed (with or without
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cause) from time to time and at any time by the Frist Group upon notice to the Company, and may otherwise only be removed for cause. Any replacement nominee may only be nominated by the Frist Group.
(e) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Director designated by the Frist Group pursuant to this Section 2.1, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the Frist Group as soon as reasonably practicable, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same.
(f) The Company agrees to include in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.1 and to use its best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors as provided herein.
(a) The composition of each committee of the Board shall be determined by the Board, subject to compliance with applicable law, rule, regulation or listing standards; provided, that if the Board shall delegate substantially all of its responsibility or authority to any committee then the Frist Group shall have the right, but not the obligation, to designate one member to such committee of the Board for so long as the Frist Group has the right to nominate a Director pursuant to Section 2.1.
(i) if to the Company:
HCA Healthcare, Inc.
One Park Plaza
Nashville, TN 37203
Attn: Chief Legal and Administrative Officer
Fax: (615) 344-1600
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with a copy (which shall not constitute notice) to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attn: Matthew Salerno; Kyle Harris
Email: msalerno@cgsh.com; kaharris@cgsh.com
(ii) if to Hercules or Frisco:
c/o:
Frisco, Inc.
1100 N. Market Street
Suite 4050
Wilmington, DE 19890
Attn: President
Telephone: (302) 651-8321
with a copy (which shall not constitute notice) to:
Thomas F. Frist III
3100 West End Avenue
Suite 1225
Nashville, TN 37203
Telephone: (615) 269-7979
and (which shall not constitute notice) to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Telephone: (212) 558-4000
Attn: Joseph Hearn; Stephen Kotran; Charles Dowling
Email: hearnj@sullcrom.com; kotrans@sullcrom.com; dowlingc@sullcrom.com
Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by fax, be deemed received on the first business day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) business days after the date of deposit in the United States mail.
(b) Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Stockholders’ Agreement to be duly executed as of the date first above written.
HCA HEALTHCARE, INC.
By: /s/ John M. Franck II
Name: John M. Franck II
Title: Vice President – Legal and Corporate
Secretary
[Signature Page to the Amended and Restated Stockholders’ Agreement]
HERCULES HOLDING II
By: /s/ J. William B. Morrow
Name: J. William B. Morrow
Title: President
[Signature Page to the Amended and Restated Stockholders’ Agreement]
FRISCO HOLDING II
By: /s/ J. William B. Morrow
Name: J. William B. Morrow
Title: President
[Signature Page to the Amended and Restated Stockholders’ Agreement]
EXHIBIT A
PERMITTED TRANSFEREE FORM JOINDER
(See Attached.)
A-1