HCA Approves $1.9-Billion Plan to Reorganize

The directors of Hospital Corp. of America have approved a $1.9-billion restructuring that includes selling more than 100 acute care hospitals to an independent, employee-owned company, its chairman said Sunday.

“Today’s competitive, market-driven health-care environment creates a tremendous opportunity to restructure HCA into two health-care companies,” said Thomas F. Frist Jr.

HCA is the world’s largest publicly held hospital management company, founded with a single hospital in Nashville in 1968 by Frist, his father, Thomas F. Frist Sr., and Nashville entrepreneur Jack Massey.

The company had revenue last year of $5 billion, said Meta Gaertnier, HCA spokeswoman.

The restructuring plan, first announced May 15, awaited financing commitments, which were announced jointly with the directors’ vote.

Drexel Burnham Lambert Inc. provided a financing commitment to the new company of up to $956 million, and Wells Fargo Bank will provide financing of up to $940 million, said Victor L. Campbell, vice president of investor relations for HCA.

The restructuring, which does not require approval of HCA stockholders, should be completed during the third quarter, Campbell said.

Under the plan, the company will sell more than 100 hospitals in the United States to a Nashville-based company held under an employee stock ownership plan, Frist said.

HCA will retain control of about 75 acute care hospitals and 50 psychiatric hospitals.

R. Clayton McWhorter, president of HCA, will be chairman and chief executive officer of the new company.

“Our company will begin with an excellent financial base. In 1986, these 100 hospitals had strong operating margins and net revenues totaling approximately $1.5 billion,” McWhorter said.

“The selection of an ESOP (employee stock option plan) to be the purchaser of the 100 hospitals is consistent with HCA’s longstanding policy of employee involvement,” said Frist.