| | Effective as of 12:01 A.M. on August 1, 2010, Vanguard Health Systems, Inc. (the “Company”), through its subsidiaries VHS Acquisition Subsidiary Number 4, Inc., VHS Westlake Hospital, Inc., VHS West Suburban Medical Center, Inc., Midwest Pharmacies, Inc. and MacNeal Physicians Group, Inc. (collectively, the “Buyer”), acquired substantially all of the assets used in the operations of Westlake Hospital in Melrose Park, Illinois and West Suburban Medical Center in Oak Park, Illinois, (collectively, the “Hospitals”) from the following not-for-profit affiliates of Resurrection Health Care of Chicago, Illinois: West Suburban Medical Center, Westlake Community Hospital, Resurrection Services and Resurrection Ambulatory Services (collectively, the “Seller”). The purchase price for the acquired assets was approximately $45.4 million, which included approximately $5.4 million related to net working capital amounts in excess of $15.0 million. The purchase price was paid by Buyer all in cash, and will be adjusted (as to net working capital amounts paid) once the July 31, 2010 balance sheets for the Hospitals become available. The Hospitals reported unaudited revenues of approximately $282 million for the year ended June 30, 2009. Pursuant to the terms of the Asset Purchase Agreement, dated as of March 17, 2010, as amended by the First Amendment to Asset Purchase Agreement, dated as of July 31, 2010, among Seller and Buyer (collectively, the “Purchase Agreement”), Buyer acquired substantially all of the assets of the Hospitals. These assets included the two general acute care hospital facilities with 459 licensed beds, the real property on which each facility is located, their respective current assets (except cash and certain prepaid expenses and certain other receivables) and outpatient facilities and other healthcare assets related to each such hospital, such as outpatient facilities located in River Forest, Illinois and three physician clinics located in Oak Park and Melrose Park, Illinois. |
