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Acquisitions and Divestitures
6 Months Ended
Jun. 30, 2025
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.

The Company accounts for asset acquisitions pursuant to a cost accumulation model. Direct transaction costs are recognized as part of the cost of an acquisition. The Company also evaluates which elements of a transaction should be accounted for as part of an asset acquisition and which should be accounted for separately. The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition.

During the six months ended June 30, 2025, one or more subsidiaries of the Company paid less than $1 million to acquire the operating assets and related businesses of certain physician practices and clinics that operate within the communities served by the Company’s affiliated hospitals. The purchase price for these transactions was primarily allocated to working capital and property and equipment.

Divestitures

There were six hospital divestitures completed during the three and six months ended June 30, 2025. The following table provides a summary of hospitals that the Company divested (or, in the cases of Merit Health Biloxi and Merit Health Madison, in which the
Company sold its
50% ownership interest, and in the case of Cedar Park Regional Medical Center, in which the Company sold its 80%
ownership interest) during the
six months ended June 30, 2025 and the year ended December 31, 2024:

 

 

 

 

 

 

 

Licensed

 

 

Hospital

 

Buyer

 

City, State

 

Beds

 

Effective Date

2025 Divestitures:

 

 

 

 

 

 

 

 

Merit Health Biloxi

 

Memorial Health System

 

Biloxi, Mississippi

 

153

 

February 1, 2025

ShorePoint Health - Port Charlotte

 

AdventHealth

 

Port Charlotte, Florida

 

254

 

March 1, 2025

ShorePoint Health - Punta Gorda

 

AdventHealth

 

Punta Gorda, Florida

 

208

 

March 1, 2025

Lake Norman Regional Medical Center

 

Duke University Health System, Inc.

 

Mooresville, North Carolina

 

123

 

April 1, 2025

Merit Health Madison

 

University of Mississippi Medical Center

 

Canton, Mississippi

 

67

 

May 1, 2025

Cedar Park Regional Medical Center

 

Ascension Health

 

Cedar Park, Texas

 

126

 

June 30, 2025

 

 

 

 

 

 

 

 

 

2024 Divestitures:

 

 

 

 

 

 

 

 

Tennova Healthcare - Cleveland

 

Hamilton Health Care Systems, Inc.

 

Cleveland, TN

 

351

 

August 1, 2024

Davis Regional Medical Center

 

Iredell Memorial Hospital

 

Statesville, NC

 

144

 

October 1, 2024

 

In connection with the Company’s divestiture of Tennova Healthcare - Cleveland to Hamilton Health Care Systems, Inc. completed effective August 1, 2024, in addition to the base purchase price of approximately $160 million received by the Company at a preliminary closing on July 31, 2024, the Company is entitled to receive additional cash consideration contingent upon approval of the then-potential modifications to applicable supplemental reimbursement programs as more specifically provided in the asset purchase agreement underlying the transaction. Modifications to the applicable supplemental reimbursement programs have been approved as of June 30, 2025, but an estimate of the additional consideration that may be received by the Company under the terms of the asset purchase agreement, which is dependent upon the determination of a third party, is not yet available. Accordingly, no additional consideration has been recognized by the Company as of June 30, 2025.