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cash; (b) $6.6 million represented by three unregistered Unitec
[the seller's] 6 percent notes payable over 3 years; (c) $4
million represented by unregistered Unitec 6 percent notes * * *;
and (d) 100,000 shares of unregistered Unitec common stock"
constituted a "bares bones recital as to the amount and form of
consideration to be paid" and not "an agreement intending to
establish the fair market value for that consideration." Id. at
665, 675, 661 F.2d at 212, 217. Petitioners argue that, as in
Campbell, the Reorganization Agreement contained no agreement as
to the fair market value of the Securities but merely recited the
form of the consideration HCAII would receive.
Respondent contends, however, that once HCA and HealthTrust
reached agreement on the Facilities that HealthTrust would
acquire, the Bankers Trust model used asset and cash-flow
valuations as well as other factors to establish the purchase
price of those Facilities. Respondent alleges that HCA and
HealthTrust agreed that the purchase price determined by the
Bankers Trust model would govern the value of the transaction.
Additionally, respondent asserts that the Bankers Trust model
determined that the fair market value of the Facilities was
$2,099,970,000, and that amount was a fair and reasonable price
for the Acquisition. Respondent contends further that the
Amended Agreement merely restructured the financial terms of the
Acquisition--it did not change the agreed upon purchase price or
the fair market value of the Facilities. Consequently,
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