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premised on the existence of comparable transactions.
Nonetheless, in the instant case the record does not establish
that the pay-in-kind preferred stock issued by a relatively few
publicly held corporations, all involved in fields unrelated to
the health care industry, that J.C. Bradford and by Goldman Sachs
identified were comparable to the pay-in-kind Preferred Stock
that HealthTrust issued to HCAII. Under the circumstances, we
are not convinced that the comparable sales approach used by J.C.
Bradford for valuing the Preferred Stock was more appropriate or
that the valuation method utilized by Goldman Sachs was
unreasonable. Moreover, we are not convinced that the
assumptions used by J.C. Bradford for valuing the Securities were
more reasonable than those employed by Goldman Sachs.
Accordingly, we think the conclusions reached by Goldman
Sachs are reasonable; i.e., that the fair market value of the
class A preferred stock in the aggregate is between $152 million
and $168 million, that the fair market value of the class B
preferred stock in the aggregate is between $97 million and $108
million, and that the fair market of the Common Stock Warrants in
the aggregate is between $22 million and $52 million.
Based on the record as a whole, however, we do not agree
that the midpoint of those valuation ranges accurately represents
the fair market value of the Securities. Rather, we are
convinced that a willing buyer would have paid the high point of
the ranges advanced by Goldman Sachs. Although the Acquisition
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