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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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