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facility, or more than one such enterprise,7 and HealthTrust
wanted to acquire all of the subsidiary's assets. In those
instances, prior to the sale to HealthTrust, HCA transferred the
subsidiary's stock to HCAII in exchange for stock of HCAII.
Hereinafter, we sometimes will refer to those subsidiaries as
Category A Corporations.
In other instances, a subsidiary owned and operated more
than one hospital, office building, or medical facility, but
HealthTrust did not want to acquire all of the subsidiary's
assets. In those instances, the subsidiary (New Parent)
contributed to a newly formed subsidiary (New Subsidiary) the
hospitals, office buildings, or medical facilities (hereinafter
collectively referred to as the Facilities) that HealthTrust
wanted. The New Parent immediately thereafter transferred the
stock of the New Subsidiary to HCAII in exchange for stock of
HCAII. HCAII then sold the stock of the New Subsidiaries to
HealthTrust. Hereinafter, we sometimes will refer to the New
Subsidiaries as Category B Corporations. Each Category B
Corporation was a separate enterprise with a separate trade or
7 At the outset of its organization, HCA generally placed all
newly constructed or acquired hospitals in separate corporations.
In later years, in some cases, HCA placed all newly acquired or
newly constructed hospitals located in a particular State in a
separate corporation rather than having a separate corporation
for each hospital in that State. In a few instances, HCA
acquired a group of hospitals that, for various business reasons,
were placed in a single corporation or were allowed to remain in
the acquired corporation.
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Last modified: May 25, 2011