$10M CDC deal raises questions

[Guest guest]

This good ole boy colusion, just NEVER stops!

Here's more. , who recommended the no bid company the CDC used, is

connected

to Bill Frist. was one of 11 independent directors to share nearly

$12.4 million in the

buyout of the hospital First father started.

" The road that led to the CDC's hiring of Celerant began with an

introduction made by Atlanta businessman Kent " Oz " , who at

the time was board chairman of the CDC Foundation, a nonprofit that

supports the agency "

" Founded by Congress, the CDC Foundation is an independent, non-profit

enterprise that

forges effective partnerships between CDC and others to fight threats to

health and safety. "

" Bill Frist is a heart surgeon and currently one of Tennessee's two U.S.

Senators

(the other being Lamar ). He is a Nashvillian by birth. His father,

Dr.

Frist Sr., was a very well known doctor in Nashville and one of the founders

of a hospital

company called Hospital Corporation of America. Frist graduated from

Princeton

University, then from the Harvard Medical School. "

Friday, 08/11/06

Outside directors at HCA to get $12.4M

Those who reviewed deal paid extra

By TODD PACK

Staff Writer

HCA Inc.'s 11 independent directors will share nearly $12.4 million upon

the sale of the hospital company to private equity firms and management in

a proposed leveraged buyout.

That's the total value of their unvested restricted shares, restricted share

units

and options that the merger agreement allows to be vested and cashed out,

according to a preliminary proxy filed with the Securities and Exchange

Commission on Wednesday.

An extra $100,000 plus expenses will go to Frederick W. Gluck, the director

who was chairman of the special board committee that reviewed the buyout

offer. Gluck, 71, is a former managing partner of McKinsey & Co. Inc.

Each of the four other members on the board's special committee will get

an extra $60,000, plus expenses, for serving on the committee, according to

regulatory filing.

The special committee was created June 30 to evaluate and negotiate

possible offers. Less than a month later on July 23, the committee

recommended to the full board that it approve the deal.

The other four directors on the special committee were: Glenda A. Hatchett,

55, a former Georgia judge who hosts the TV show " Judge Hatchett " ;

O. Holliday Jr., 58, the chairman and chief executive of DuPont; T.

Long, 63, a partner with Brown Brothers Harriman & Co., a private banking

firm; and Kent C. , 68, the former chairman and chief executive of

United Parcel Service, according to the filing.

The special committee originally included board member C. Armstrong,

the former chief executive officer of AT & T, but he later resigned from the

committee to avoid the appearance of a conflict of interest. He is also on

the

board of Citigroup Inc., which had been identified as a potential financing

source by the buyers. Hatchett was appointed to replace Armstrong.

HCA said on July 24 that its board had agreed to sell the company in a

leveraged buyout to private equity firms Bain Capital, Merrill Lynch Global

Private Equity and Kohlberg Kravis & Co. and co-founder

Frist Jr. and members of his family.

The buyout group will pay about $21 billion to shareholders of HCA, plus

assume $11.7 billion of HCA's current debt, making the deal the largest

leveraged buyout in U.S. history at about $33 billion.

Because the bulk of money to buy the company will be borrowed, some

analysts have said that the deal will double HCA's debt load and could force

sell-offs or cost-cutting later. The buyers, however, have said they plan to

expand the company, not shrink it.

Under terms of the deal, the three private equity firms would put up $1.5

billion in cash each, while the Frist family would contribute almost 15.7

million shares of stock valued at about $800 million, according to the

preliminary proxy.

The buyers would borrow $16.8 billion of senior secured credit facilities

and $5.7 billion of senior secured second lien loans under a bridge facility

from Bank of America N.A., Banc of America Bridge LLC, Banc of America

Securities LLC, JP Chase Bank N.A., J.P. Securities Inc.,

Citigroup Global Markets Inc., Merrill Lynch Capital Corp. and Merrill

Lynch,

Pierce, Fenner & Inc.

The proxy didn't say when shareholders would vote on whether to accept the

buyers' offer, which is worth $51 a share, but supplemental materials filed

with the SEC on Wednesday suggested that the closing could come in early

to mid-December. •