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Subsequent Events
6 Months Ended
Jun. 30, 2013
Subsequent Events [Abstract]  
Subsequent Events Disclosure

17.  SUBSEQUENT EVENTS   

 

The Company evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements.   

 

On July 29, 2013, the Company, FWCT-2 Acquisition Corporation, an indirect, wholly-owned subsidiary of the Company, and Health Management Associates, Inc. (“HMA”) entered into an Agreement and Plan of Merger, pursuant to which the Company has agreed to acquire all the outstanding shares of Class A common stock of HMA (the “HMA Common Stock”) for approximately $7.6 billion, including the assumption of approximately $3.7 billion of indebtedness, consisting of a combination of cash and Company common stock valued at $13.78 per share of HMA Common Stock, based on the Company’s closing stock price as of July 29, 2013, with each share of HMA Common Stock issued and outstanding immediately prior to the effective time of the merger becoming converted into the right to receive $10.50 in cash and 0.06942 of a share of the Company’s common stock.  In addition to the cash and stock consideration, HMA shareholders would receive one contingent value right (“CVR”) for each share of HMA Common Stock issued and outstanding immediately prior to the effective time of the merger, which would entitle the holder of each CVR to receive a cash payment of $1.00 per share, following and conditioned upon the final resolution of certain legal matters involving HMA, subject to downward adjustments relating to the amount of certain losses arising out of or relating to such legal matters.  The CVR does not have a finite payment date.  The combined company would own or operate approximately 206 hospitals in 29 states, with a total bed count of more than 31,000.

 

The transaction is expected to close by the end of the first quarter of 2014 and is subject to closing conditions, including approval by HMA’s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the receipt of certain healthcare regulatory approvals, the absence of certain governmental adverse events occurring with respect to HMA, the absence of a “material adverse effect” with respect to HMA or the Company, no acceleration of a material amount of HMA’s debt having occurred, and other customary conditions.

 

Bank of America and Credit Suisse have committed to provide debt financing for the transaction.  The obligation of Bank of America and Credit Suisse to provide this debt financing is subject to a number of customary conditions.  The obligation of the Company to consummate the merger is not subject to a financing condition.