- 30 -
Subsidiaries),5 for an aggregate of $1,584,400,577.6 HCA also
reduced its basis in the stock of the Subsidiaries to reflect the
assumption by the Subsidiaries of $47,805,499 of the bridge loan
as well as $7,755,539 of HCA debt. Additionally, HCA reported
the value of the Securities in the aggregate amount of
$299,500,000, based on the midpoint of the range of fair market
values for the Securities suggested by Goldman Sachs.
Notice of Deficiency
On audit, respondent determined that, for purposes of
determining gain from the sale of the stock of the Subsidiaries,
5 HealthTrust and the Subsidiaries actually assumed
$770,799,282 of the bridge loan. Accordingly, petitioners
overstated the amount of the bridge loan assumed by HealthTrust
and the Subsidiaries by $6,242,513.
6 The parties stipulated this amount. The Notice of
Deficiency reflects sales prices as corrected for taxable years
ended 1987 and 1988 relating to the sale of stock to HealthTrust
of $2,096,179,540 and $51,359,666, respectively. Schedules
attached to the Revenue Agent's Report (RAR) for those years show
the computation of those amounts. The RAR indicates, among other
things, that the total cash and debt assumption consideration
received by HCA for both years was $1,583,928,661, a difference
of $471,916 from the amount stipulated by the parties. A
schedule in the RAR entitled Reconciliation of Cash Received to
Sales Agreement (reconciliation schedule), which shows the
computation of the cash and debt consideration for taxable year
ended 1987, indicates that $25,000 cash was returned to
HealthTrust. The reconciliation schedule also shows HCA
obligations assumed by HealthTrust in the amount of $7,763,924,
rather than the $7,755,539 that is reflected in a schedule
supplementing the reconciliation schedule. The parties do not
address the discrepancies among the amounts stipulated and those
reflected in the RAR, and we are unable to resolve the
discrepancies. We, therefore, shall accept the amounts
stipulated by the parties.
Page: Previous 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 NextLast modified: May 25, 2011