- 14 -
issue 2 million shares of class A preferred stock, with a
liquidation value of $50 per share, for a total amount of $100
million, and 4 million shares of class B preferred stock, without
par, for a total amount of $200 million. Dividends on both the
class A preferred stock and the class B preferred stock could be
payable in additional shares of the applicable Preferred Stock.
Hereinafter, we shall refer to the class A preferred stock and
the class B preferred stock collectively as the Preferred Stock.
Schedule 1.02(b) of the Original Agreement described the
warrants to be issued by HealthTrust (Common Stock Warrants) as
part of the reorganization. Pursuant to that schedule,
HealthTrust would issue 18 million Common Stock Warrants, each
transferable and exercisable by the holder to purchase one share
of HealthTrust common stock (Common Stock). Hereinafter, we
shall refer to the Preferred Stock and Common Stock Warrants
collectively as the Securities.
HCA Management employed a financial model (model) developed
by Bankers Trust to devise the stated purchase price of
approximately $2.1 billion. The model used a number of factors,
including the value of the assets to be divested and the
Hospitals' projected cash-flow from operations, to estimate the
debt load the Hospitals could support and the amount of cash
consideration petitioners could obtain. Bankers Trust advised
petitioners that, in order to acquire the financing for the
Page: Previous 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 NextLast modified: May 25, 2011