Hospital Corporation of America and Subsidiaries - Page 39

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          respondent asserts, the value of the transaction, and the value             
          of the component parts of the transaction, remained at                      
          $2,099,970,000.                                                             
               Respondent contends that the parties valued the Securities             
          at $460 million--the difference between (a) the sum of the cash             
          and bank loans and (b) the agreed fair market value of the                  
          transaction--because the Reorganization Agreement specified a               
          purchase price of $2,099,970,000.  Accordingly, respondent                  
          argues, because petitioners have not shown that the                         
          Reorganization Agreement would be unenforceable among the parties           
          because of mistake, fraud, duress, undue influence, or similar              
          reasons, petitioners may not now contend that the sale price                
          actually was approximately $1,884,000,000.                                  
               Petitioners, however, deny that the Bankers Trust model                
          established the fair market value of the Facilities.  They                  
          contend that it merely determined the maximum amount of debt load           
          that HealthTrust could carry.  Petitioners assert that the $460             
          million stated in the Reorganization Agreement for the Securities           
          did not represent their fair market value.  Rather, petitioners             
          argue, it embodied the amount of equity that HealthTrust needed             
          to reflect in order to obtain financing for the Acquisition.                
          Additionally, petitioners argue that an attempt to construe the             
          terms of the Reorganization Agreement as assigning a $460 million           
          value to the Securities creates ambiguities, including what                 
          portion of that $460 million to assign to the class A preferred             




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