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cash consideration was decreased by $258,805,719 to $855,164,201;
(b) the total liquidation value of the Preferred Stock to be
issued to HCAII was increased by $160 million to $460 million;
(c) the number of Common Stock Warrants to be issued to HCAII was
decreased from 18 million to 17,741,379; and (d) the amount of
the debt to be assumed by HealthTrust was increased by
$98,805,719 to $784,805,719. The stated purchase price remained
$2,099,970,000.
The lenders also required HCA to guarantee the Guaranteed
Debentures pursuant to the terms of a guarantee agreement
(Guarantee Agreement) that HCA executed. The Guarantee Agreement
provided that the HCA guarantee would extend to debt of
HealthTrust which was incurred to refinance the Guaranteed
Debentures. HCA was never called upon to make any payments
pursuant to the Guarantee Agreement.
Additionally, the lenders demanded that HCA and HealthTrust
enter into a make well agreement (Make Well Agreement) as of
September 17, 1987, that HCA and HealthTrust executed. The Make
Well Agreement required HCA to purchase up to 800,000 shares of
class A preferred stock from HealthTrust at $50 per share for an
aggregate investment of up to $40 million if HealthTrust's cash-
flow (as defined in the Make Well Agreement) for any 12-month
period ending on the last day of any calendar quarter was less
than certain specified amounts. The number of shares required to
be purchased would be determined by the amount of the deficit.
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