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Acquisitions and Divestitures
3 Months Ended
Mar. 31, 2023
Acquisitions And Divestitures [Abstract]  
ACQUISITIONS AND DIVESTITURES

3.  ACQUISITIONS AND DIVESTITURES

Acquisitions 

The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for

reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. 

During the three months ended March 31, 2023, one or more subsidiaries of the Company paid approximately $8 million to acquire the operating assets and related businesses of certain physician practices, clinics, ambulatory surgery centers and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. In connection with these acquisitions, the Company allocated the purchase price to property and equipment, working capital and goodwill.

Divestitures

 

The following table provides a summary of hospitals that the Company divested during the three months ended March 31, 2023 and the year ended December 31, 2022:

 

 

 

 

 

 

 

Licensed

 

 

Hospital

 

Buyer

 

City, State

 

Beds

 

Effective Date

2023 Divestiture:

 

 

 

 

 

 

 

 

Greenbrier Valley Medical Center

 

Vandalia Health, Inc.

 

Ronceverte, WV

 

122

 

January 1, 2023

 

 

 

 

 

 

 

 

 

2022 Divestiture:

 

 

 

 

 

 

 

 

AllianceHealth Seminole

 

SSM HealthCare of Oklahoma, Inc.

 

Seminole, OK

 

32

 

July 1, 2022

 

On December 30, 2022, the Company entered into a definitive agreement for the sale of substantially all of the assets of Plateau Medical Center (25 licensed beds) in Oak Hill, West Virginia, to a subsidiary of Vandalia Health, Inc. This hospital was classified as held-for-sale as of March 31, 2023. This disposition was completed on April 1, 2023, as further described in Note 13.

On February 28, 2023, the Company entered into a definitive agreement for the sale of substantially all of the assets of Lake Norman Regional Medical Center (123 licensed beds) in Mooresville, North Carolina, and Davis Regional Medical Center (144 licensed beds) in Statesville, North Carolina, to Novant Health, Inc. These hospitals were classified as held-for-sale as of March 31, 2023.

On March 2, 2023, the Company entered into a contribution and membership purchase agreement for the sale of a majority interest in Lutheran Rehabilitation Hospital (36 licensed beds) in Fort Wayne, Indiana, to Select Medical Corporation. This hospital was classified as held-for-sale as of March 31, 2023.

 

The following table discloses amounts included in the condensed consolidated balance sheets for the hospitals classified as held-for-sale as of March 31, 2023 and December 31, 2022 (in millions). Other assets, net, primarily includes the net property and equipment and goodwill for the hospitals held-for-sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation as of March 31, 2023 or December 31, 2022.

 

 

 

March 31,

2023

 

 

December 31,

2022

 

Other current assets

 

$

9

 

 

$

6

 

Other assets, net

 

 

312

 

 

 

132

 

Accrued liabilities

 

 

(18

)

 

 

(4

)