| * |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
Bank of America Corporation ("Bank of America"), through its affiliates, ML Global Private Equity Fund, L.P., ML HCA
Co-Invest, LP and Merrill Lynch Ventures L.P. 2001, is an indirect beneficial owner of 23,373,333 shares of the common stock
of HCA, Inc. The indirect interest in the reported securities was obtained pursuant to an Agreement and Plan of Merger,
dated as of September 15, 2008 (the "Merger Agreement") whereby a wholly owned subsidiary of Bank of America merged with and
into Merrill Lynch & Co., Inc. ("Merrill Lynch"). Merrill Lynch is now a wholly owned subsidiary of Bank of America. |
| (2) |
The shares of the common stock of HCA, Inc. are held indirectly through its affiliates as follows: ML Global Private Equity
Fund, L.P. directly owns 21,145,716 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same
number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC.; ML HCA Co-Invest, LP
directly owns 1,247,225 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number of
shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC; and Merrill Lynch Ventures L.P.
2001 directly owns 980,392 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the same number
of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II, LLC. |
| (3) |
The shares of the common stock of HCA, Inc. are held indirectly through its subsidiary as follows: Banc of America Capital
Investors, L.P. directly owns 980,392 units of Hercules Holding II, LLC and therefore may be deemed to own indirectly the
same number of shares of common stock of HCA Inc. by virtue of its membership in Hercules Holding II. In addition, Bank of
America owns an approximate 1% interest in Hercules Holdings II, LLC. |
| (4) |
Hercules Holding II, LLC holds 91,845,692 shares, or 97.3%, of the common stock of HCA Inc. Hercules Holding II, LLC is held
by a private investor group, including affiliates of Bain Capital Investors, LLC, Kohlberg Kravis Roberts & Co. L.P. and
Merrill Lynch Global Private Equity, and affiliates of HCA, Inc. founder Dr. Thomas F. Frist, Jr. Bank of America, through
its affiliates, may be deemed to be a member of a group exercising voting and investment control over the shares of common
stock held by HCA Inc. Continued in footnote (5). |
| (5) |
Continued from footnote (4). However, Bank of America disclaims membership in any such group and disclaims beneficial
ownership of these securities, except to the extent of its or his pecuniary interest therein. ML Global Private Equity
Fund, L.P. and its affiliates collectively have the right under Hercules Holding II, LLC's limited liability company
agreement to nominate up to three directors of HCA Inc. Each of Bank of America and its affiliates disclaims that it is a
director of HCA Inc. |
| (6) |
The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act
of 1934 or otherwise, Bank of America is the beneficial owner of the securities covered by this statement except to the
extent of its pecuniary interest therein. |