What happens if we find

potential non-compliance?

If the Independent Monitor were to find evidence of potential non-compliance with

HCA’s 15 Commitments under the asset purchase agreement, we would advise the “Seller Representative” (Dogwood Health Trust (“DHT”), which is the party holding responsibility for enforcing the Buyer’s (i.e., HCA)

compliance with the asset purchase agreement.

While the asset purchase agreement prescribes the required process in great detail, a simplified summary is as follows:

  1. Seller Representative would notify the Buyer of the potential non-compliance;

  2. Buyer and Seller Representative would have an opportunity to resolve the dispute by agreement, and if that fails, invoke the dispute resolution process:

    • If the Seller Representative raised an objection related to the Cap Ex Report, the dispute would be resolved by an independent Accounting Firm;

    • The dispute resolution process for other matters involves the North Carolina Business Court or an arbitration process administered by the American Arbitration Association.

 

A different process and set of standards applies if the Buyer seeks relief from, or modifications to its obligations. In such circumstance, depending on the subject matter, approval may be required from the relevant

Advisory Board or Local Advisory Board and potentially the Independent Monitor.

 

If you have any questions in relation to this process, please Contact Us and we will do our best to help.

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