The definitions section and parts of the agreement, including page 43, refer to McDowell and Transylvania waivers. At first glance, it appears that McDowell County has some sort of encumbrance on property where the McDowell hospital is located and Transylvania County has one where Mission has medical offices in Brevard, but we have yet to wade through all the legal language and deeds. What can you tell me about why the waivers are needed and what they apply to? Do you anticipate any problems getting county governments to agree to them? If HCA plans to continue to operate these facilities as planned, why are the waivers needed?

The definitions section and parts of the agreement, including page 43, refer to McDowell and Transylvania waivers. At first glance, it appears that McDowell County has some sort of encumbrance on property where the McDowell hospital is located and Transylvania County has one where Mission has medical offices in Brevard, but we have yet to wade through all the legal language and deeds. What can you tell me about why the waivers are needed and what they apply to? Do you anticipate any problems getting county governments to agree to them? If HCA plans to continue to operate these facilities as planned, why are the waivers needed?

Broadly, there are an enormous number of issues that need to be addressed between signing and closing (contracts, regulatory approvals, etc.) and that there is need to review and ensure that all land/real estate has clear title at this point as a routine part of any asset transaction.  With respect to your question, McDowell County does have a reversion provision that in the event of a “sale of the hospital,” the land would revert to the County.  We have previously managed a similar situation when we constructed the new Mission Hospital McDowell and the new medical office building. The Transylvania situation relates to another use restriction that is minor and does not involve the county, but needs to be resolved.  We don’t anticipate problems with either situation.