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Acquisitions and Divestitures | 9 Months Ended
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Sep. 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 nine months ended September 30, 2025, one or more subsidiaries of the Company paid approximately $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 nine months ended September 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 nine months ended September 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 was 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 were approved as of June 30, 2025, and a third party was engaged during the three months ended September 30, 2025 to calculate the additional consideration due to the Company. In connection therewith, the Company received additional cash consideration of approximately $91 million in October 2025 under the terms of the asset purchase agreement. Such amount did not qualify for recognition during the three months ended September 30, 2025, and is expected to be recognized during the three months ending December 31, 2025, as more specifically described in Note 14 - Subsequent Events. On July 22, 2025, the Company entered into a definitive agreement with Laboratory Corporation of America Holdings (“Labcorp”), pursuant to which Labcorp has agreed to acquire select assets and assume certain leases of the ambulatory outreach business of the Company’s subsidiaries in 13 states, including certain patient service centers and in-office phlebotomy locations. The total purchase price payable to the Company at the closing of this transaction is $195 million, less certain purchase price adjustments.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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