HCA Holdings Securities Litigation
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Welcome to the HCA Holdings Securities Litigation Website

This website has been established to provide general information related to the proposed settlement of the  HCA Holdings, Inc. ("HCA" or the "Company) Securities Litigation. The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Stipulation of Settlement dated December 18, 2015 (the “Stipulation”), which can be found and downloaded by clicking on the Case Documents tab above.

This is a securities class action litigation currently pending before the Honorable Kevin H. Sharp in the United States District Court for the Middle District of Tennessee, Nashville Division (the “Court”), this Litigation is known as Karsten Schuh v. HCA Holdings, Inc., et al., Civil Action No. 3:11-cv-01033.

The New England Teamsters & Trucking Industry Pension Fund “Lead Plaintiff” alleges that Defendants violated Sections 11, 12 and 15 of the Securities Act of 1933 (“1933 Act”) by omitting material adverse facts about HCA’s business including its cardiovascular business. Defendants deny that they violated the securities laws.

The initial complaint in the Litigation was filed on October 28, 2011. The operative complaint in the Litigation is the Consolidated Complaint for Violation of the Federal Securities Laws, filed on July 13, 2012 (the “Complaint”).

On September 11, 2012, Defendants moved to dismiss the Complaint. Lead Plaintiff filed an opposition to Defendants’ motion to dismiss on November 12, 2012, and Defendants filed their reply brief on December 27, 2012. By Order dated May 28, 2013, the Court granted in part and denied in part Defendants’ motion to dismiss the Complaint.

Lead Plaintiff filed its motion for class certification on October 15, 2013. Defendants took discovery from the proposed Class Representative, and filed their opposition to the motion for class certification on April 29, 2014. Lead Plaintiff filed its reply to the motion for class certification on June 30, 2014, and on September 22, 2014, the Court issued an order granting class certification and appointing Lead Plaintiff as Class Representative and its choice of counsel as Lead Counsel. On October 6, 2014, Defendants petitioned the Sixth Circuit Court of Appeals seeking leave to appeal the Court’s class certification order. Lead Plaintiff filed its opposition to Defendants’ petition on October 20, 2014, and on February 26, 2015, the Sixth Circuit denied Defendants’ petition.

The parties conducted extensive fact discovery from May 2013 through January 2015. On August 5, 2015, Defendants filed motions for summary judgment, and Lead Plaintiff filed its oppositions to the motions on September 16, 2015. These motions were pending at the time this Settlement was reached. The parties exchanged expert reports and responses from January to May 2015. Expert discovery was completed by July 2015. Briefing on motions to exclude expert testimony was also pending at the time this Settlement was reached. Trial was set for January 12, 2016. On October 28, 2015, the Court ordered that in lieu of trial commencing on January 12, 2016, a pre-trial Daubert evidentiary hearing would begin on January 12, 2016.

The parties attended four formal mediation sessions and held dozens of telephonic conferences with the Hon. Layn R. Phillips (Ret.) between March 2015 and October 2015. With the assistance of Judge Phillips, the parties continued their negotiations, and on November 3, 2015, reached an agreement to resolve the Litigation on the specific terms set forth in the Stipulation of Settlement and summarized in the Notice of Proposed Settlement of Class Action (the "Notice").

Defendants deny each and all of the claims and contentions of wrongdoing alleged by Lead Plaintiff in the Litigation. Defendants contend that they did not make any materially false or misleading statements, and that they disclosed all material information required to be disclosed by the federal securities laws. Defendants also contend that any losses suffered by members of the Class were not caused by any allegedly false or misleading statements by Defendants.

In exchange for the Settlement and the release of the Released Claims (defined in the Notice) as well as dismissal of the Litigation, Defendants have agreed that a payment of $215 million will be made by HCA and the Individual Defendants (or on their behalf) to be divided, after taxes, fees, and expenses, among all Class Members who send in a valid Proof of Claim form.

The Court directed that everyone who fits this description is a Class Member: all Persons who acquired the common stock of HCA on or before October 28, 2011, traceable to the Registration Statement and Prospectus utilized in connection with HCA’s March 9, 2011 initial public offering, except those Persons and entities that are excluded, as descibed in detail in the Notice may be entitled to share in the procedes of this Settlement.

The Court ordered that the law firm of Robbins Geller Rudman & Dowd LLP represents the Class. These lawyers are called Lead Counsel.

Although the information on this website is intended to assist you, it does not replace the information contained in the Notice and the Stipulation, both of which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.


SUBMIT A CLAIM FORM The only way to receive a payment. Proof of Claim forms must be postmarked or submitted online on or before April 26, 2016.
EXCLUDE YOURSELF Receive no payment. This is the only option that allows you to ever be part of any other lawsuit against the Defendants or any other Released Persons about the legal claims related to the issues raised in this Litigation. Exclusions must be received on or before March 21, 2016.
OBJECT Write to the Court about why you oppose the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees, costs, and expenses. You will still be a member of the Class. Objections must be received by the Court and counsel on or before March 21, 2016.
GO TO A HEARING Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before March 21, 2016.
DO NOTHING Receive no payment. Give up your rights.


Submit a Claim Form: April 26, 2016
Request Exclusion: March 21, 2016
File an Objection: March 21, 2016
Court Hearing on Fairness of Settlement: April 11, 2016 at 3:30 p.m.