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* of $777,041,795; and (iv) through the assumption by
the Subsidiaries of all of the obligations of Parent
[HCA] * * * of $7,763,924.
Respondent's position that the parties agreed to a fair
market value of $460 million for the Securities rests on a number
of assumptions. The first assumption is that the Bankers Trust
model determined that the fair market value of the Facilities was
$2,099,970,000. The second assumption is that the aggregate
value of the stock of the Subsidiaries equaled the fair market
value of the Facilities--HealthTrust purchased the stock of the
Subsidiaries, not the assets they owned. The third assumption is
that the parties agreed that the value of the Securities equaled
the difference between the sum of the cash HCAII received plus
the debt HealthTrust assumed and $2,099,970,000.
The record, however, reveals that there was no agreement
among the parties as to the fair market value of the Securities,
of the stock of the Subsidiaries, or of the Facilities. To the
contrary, the record supports petitioners' contention that the
$2,099,970,000 purchase price as originally formulated was
"backed into" so that HealthTrust's balance sheet would reflect
equity equal to 15 percent of the cash that petitioners expected
to derive from the transaction. No HealthTrust Management
representative participated in negotiations with the lenders or
with HCA Management representatives in determining the terms of
the Acquisition. At trial, petitioners presented evidence,
uncontroverted by respondent, that no HCA Management
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