As an interlude between Season 2 and 3, this week’s show is a classic – it’s Bain Capital and KKR’s take private of Hospital Corporation of America (HCA) in 2006. The $33 billion club deal was the largest private equity transaction in history at the time and was significantly larger than any deal since KKR’s famous run at RJR Nabisco in the late 1980s. The HCA deal showed the private equity industry the scale of what was possible and set the stage for both mega buyouts and public to private deals ever since.

My guest is Chris Gordon, a Partner and Co-Head of Private Equity in North America for Bain Capital. Bain Capital today is one of the world’s largest private, multi-asset investing firms that oversees over $165 billion in assets. Seventeen years ago, Chris was a younger member of Bain Capital’s HCA deal team.

HCA is one of the nation’s leading healthcare services providers, with over 182 hospitals and 2,300 sites of care in 20 states and the United Kingdom. Its origins date back to 1968 when it was one of the first hospital companies in the United States.

Our conversation covers HCA’s history, the private equity environment in the mid-2000s, and the impetus for the HCA buyout. We discuss the complexity of navigating a large-scale transaction, conducting due diligence discretely, navigating the financial crisis, and what happened to the company. We turn to HCA’s return to the public markets through an IPO in 2011, Bain Capital’s eventual exit of the investment, and the implications of the deal on the firm and industry.

Show Notes:

04:52 Overview of Bain Capital
06:40 Private equity market in 2006
09:04 HCA’s history
10:47 Sourcing the opportunity
15:43 Complexity of navigating a large-scale transaction
18:06 Conducting due diligence discretely
25:46 Negotiations
29:11 Operational gameplan
31:51 Navigating the GFC
39:01 Recapitalization and 2011 IPO
47:02 Lessons learned
49:18 Implications of the deal on the firm and industry