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HCA's obligations under the Make Well Agreement terminated on the
earlier of August 31, 1990, or the date on which the cash-flow of
HealthTrust during the immediately preceding four full fiscal
quarters equaled or exceeded $300 million. HCA never purchased
any stock pursuant to the Make Well Agreement.
Excepting negotiations relating to the selection of the
Facilities to be divested, HCA Management and HealthTrust
Management did not negotiate between themselves the terms of the
Acquisition. HCA Management representatives conducted all
negotiations relating to the terms of the Acquisition with
Bankers Trust, Drexel, and the lenders. HCA Management
representatives responsible for negotiating the financial terms
of the Acquisition with Drexel considered the Preferred Stock to
have a fair market value less than its liquidation value of $50
per share, but they formed no opinion as to what was the fair
market value of the Securities. HCA Management did not negotiate
the fair market value of the Securities with HealthTrust
Management, Drexel, or any of the lenders.
Section 1.02 of the Amended Agreement reads as follows:
"1.02 Purchase Price. Subject to the terms and
conditions of this Plan, in reliance on the representations,
warranties and agreements of Parent and Seller contained
herein, and in consideration of the aforesaid sale,
conveyance, assignment, transfer and delivery of the
Subsidiary Shares and the New Notes, Buyer shall pay to
Seller the aggregate amount of $2,099,970,000 payable (i)
$855,164,281 in cash (the "Cash Purchase Price"); (ii)
$460,000,000 in (x) shares of Class A Preferred Stock of
Buyer and Class B Preferred Stock of Buyer having
substantially the terms set forth on Schedule 1.02(a) hereto
(the "Preferred Stock") and (y) warrants to purchase shares
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