Lawsuit Overview
Settlement Overview
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January 13, 2016 - The court preliminarily approved the settlement.
December 18, 2015 - Parties filed a stipulation of settlement.
May 28, 2013 - The court granted in part and denied in part the defendants' motion to dismiss.
September 11, 2012 - The defendants filed a motion to dismiss.
July 13, 2012 - The lead plaintiff filed an amended complaint.
May 3, 2012 - The lead plaintiff and lead counsel were appointed.
January 26, 2012 - An additional case was consolidated.
December 27, 2011 - Lead plaintiff motions were filed.
December 20, 2011 - Another case was consolidated with this action.
October 28, 2011 - An investor in shares of HCA Holdings Inc (NYSE: HCA) filed a lawsuit in the U.S. District Court for the Middle District of Tennessee against HCA Holdings Inc over alleged Violations of Federal Securities Laws in connection with certain allegedly false and misleading statements made in connection with its March 9, 2011 initial public offering.
According to the complaint the plaintiff alleges on behalf of purchasers of HCA Holdings Inc (NYSE: HCA) common stock pursuant or traceable to HCA Holdings Inc's Registration Statement and Prospectus issued in connection with its March 9, 2011 initial public offering, that HCA Holdings Inc, certain of its officers and directors and the underwriters of its March 9, 2011 initial public offering violated the Securities Act of 1933.
The plaintiff alleges that on or about March 11, 2011, HCA Holdings Inc filed its Prospectus for the March 9, 2011, IPO, which forms part of the Registration Statement and which became effective on March 9, 2011. At least 145.1 million shares of HCA common stock were sold to the public at $30 per share, raising $4.4 billion in gross proceeds for HCA Holdings Inc and the selling shareholders.
However, shares of HCA Holdings Inc (NYSE: HCA) fell from as high as $34.88 during July 22, 2011 to $27.045 on Tuesday July 26, 2011 after HCA Holdings Inc announced on July 25, 2011 its financial and operating results for the second quarter ended June 30, 2011. During a conference call the Chief Executive of HCA Holdings Inc lowered HCA Holdings Inc’s outlook for 2011 growth-adjusted earnings before interest, taxes, depreciation and amortization to a range of 3% to 5% from a prior mid-single-digit growth target.
Then on October 1, 2011, a media article raised questions concerning the accounting for over $15 billlion of HCA Holdings 2006 going private transaction worth over $20 billion. The article said that while private-equity funds run by Bain Capital, Kohlberg Kravis Roberts and Merrill Lynch who took HCA Holdings private in 2006 “paid $20.9 billion for the hospital company's stock, HCA Holdings' financial statements account for the acquisition as if it had cost only $5.1 billion–the value of shareholders' equity on the hospital company's books in September 2006. The missing $15.8 billion evaporated into a murky category that can be called unallocated costs.
The article also stated that the HCA Holdings Inc’s net book value shown for the business at year-end 2010 was a negative $11.8 billion’, due to the unallocated cost on the reorganization a $24.6 billion minus $12.8 billion from the IPO, but if that had been spread over a score of years, $1.23 billion would be subtracted each year, sharply reducing pro forma earnings in the process and “that would mean is that instead of the $984 million of pretax earnings that HCA Holdings reported for 2011's first six months, the pro forma total would have been $369 million ($984 million minus $615 million—half of $1.23 billion), a whopping 60% less than the reported figure.”
The article comes to the conclusion that “Simply put, after HCA was taken private, it was loaded with debt used to hand out billions of dollars to insiders. Then HCA was sold to public shareholders, whose investment's performance will be weighed down by that huge indebtedness for years.”
HCA Holdings Inc (NYSE: HCA) stocks declined $1.35 per share to close at $18.81 per share on October 3, 2011.