31 unchanged sentences
The District Court granted our motion to dismiss with prejudice on August 21, 2023.
−Removed: The relator has filed a notice of appeal to the United States Court of Appeals for the Eleventh Judicial Circuit.
−Removed: We have reached a tentative settlement of this matter.
+Added: The relator filed a notice of appeal to the United States Court of Appeals for the Eleventh Judicial Circuit.
+Added: This matter was settled during the three months ended June 30, 2024.
In addition, on January 11, 2024, we received a CID from the Department of Justice for documents and information relating to a variety of subjects, including practices and procedures related to utilization review, inpatient admissions and inpatient dialysis at our hospitals.
5 unchanged sentences
This breach of contract action is pending in the United States District Court for the Eastern District of Pennsylvania.
−Removed: The plaintiffs allege breaches of an asset purchase
−Removed: agreement in connection with the sale of Pottstown Memorial Medical Center.
+Added: The plaintiffs allege breaches of an asset purchase agreement in connection with the sale of Pottstown Memorial Medical Center.
The alleged breaches regard plaintiffs’ contention that the defendants failed to disclose certain conditions related to the physical plant of the hospital, along with various other alleged breaches of the asset purchase agreement.
23 unchanged sentences
On January 25, 2024, the FTC filed a Complaint for Temporary Restraining Order and Preliminary Injunction in the United States District Court for the Western District of North Carolina seeking to enjoin the consummation of our proposed sale of Lake Norman Regional Medical Center and Davis Regional Medical Center to Novant Health, Inc., or Novant, pursuant to the terms of a definitive agreement dated as of February 28, 2023, as amended, entered into by us with Novant.
−Removed: The FTC alleges, among other things, that the proposed sale of the two hospitals would violate federal antitrust laws.
−Removed: The administrative merits hearing on this matter is scheduled to begin on May 1, 2024.
−Removed: We will vigorously defend this case and plan to consummate this contemplated transaction with Novant in accordance with the terms of the definitive agreement in the event that we and Novant prevail in this litigation.
+Added: The FTC alleged, among other things, that the proposed sale of the two hospitals would violate federal antitrust laws.
+Added: Following a denial by the U.S.
+Added: District Court of the FTC's request for an injunction on June 5, 2024, the FTC appealed such ruling and sought a motion to temporarily enjoin the consummation of such transactions pending this appeal, which motion was granted by the United States Fourth Circuit Court of Appeals on June 18, 2024.
+Added: Following such judicial developments, the aforementioned definitive agreement was terminated effective June 21, 2024.
Risk F actors
−Removed: There have been no material changes with regard to the risk factors previously disclosed in the 2023 Form 10-K.
+Added: The following supplements the Company's risk factors previously disclosed in the 2023 Form 10-K by adding the following risk factor.
+Added: Except as set forth below, there have been no material changes with regard to the risk factors previously disclosed in the 2023 Form 10-K.
+Added: Supreme Court decisions affecting the review of federal agency actions could adversely impact our business and operations.
+Added: In June 2024, the U.S.
+Added: Supreme Court issued decisions affecting judicial review of federal agency-related actions that increase judicial scrutiny of agency authority, shift greater responsibility for statutory interpretation to courts, and expand the timeline in which a plaintiff can sue regulators.
+Added: In particular, in Loper Bright Enterprises v.
+Added: Raimondo, the U.S.
+Added: Supreme Court overruled its prior ruling in Chevron U.S.A., Inc.
+Added: v Natural Resources Defense Council, Inc., which held that when a statute is ambiguous or silent, courts should not substitute their own judgments regarding the actions of those agencies so long as the federal agencies’ interpretation of the enabling federal statute was reasonable (this was commonly known as “Chevron deference”).
+Added: In Loper Bright, the U.S.
+Added: Supreme Court, held that courts must instead exercise their independent judgment when deciding whether an agency has acted within its statutory authority, and that courts may not defer to an agency interpretation simply because a statute is ambiguous.
+Added: The Loper Bright decision, as well as certain other recent decisions of the U.S.
+Added: Supreme Court, could have significant impacts on government agency regulation, particularly within the heavily-regulated healthcare industry, and may have broad implications for our
+Added: As a result of these decisions, there may be an increase in legal challenges to regulations and guidance issued by federal agencies responsible for regulating various aspects of our business, including HHS and certain of its agencies, such as CMS, the Food and Drug Administration, and the Office of Inspector General.
+Added: Certain of these potential legal challenges, if successful, could have a material negative impact on our business, including through impacts on Medicare and Medicaid payment and coverage, the availability of coverage and subsidies to our patients under the Affordable Care Act and other policies affecting the size of the uninsured population, the administration of state Medicaid programs, the enforcement and interpretation of fraud and abuse laws, and other legal matters discussed in the risk factor “If we fail to comply with extensive laws and government regulations, including fraud and abuse laws, we could suffer penalties or be required to make significant changes to our operations” included in Part I, Item 1A of the 2023 Form 10-K.
+Added: In addition to potential changes to regulations and agency guidance as a result of legal challenges, these U.S.
+Added: Supreme Court decisions may result in increased regulatory uncertainty, inconsistent judicial interpretations, and delays in and other impacts to the agency rulemaking process, any of which could also adversely impact our business and operations.
Unregistered Sale of Equi ty Securities and Use of Proceeds
−Removed: The following table contains information about our purchases of common stock during the three months ended March 31, 2024.
+Added: The following table contains information about our purchases of common stock during the three months ended June 30, 2024.
Purchased (a)
−Removed: January 1, 2024 -
−Removed: January 31, 2024
−Removed: February 1, 2024 -
−Removed: February 29, 2024
−Removed: March 1, 2024 -
−Removed: March 31, 2024
+Added: April 1, 2024 -
+Added: April 30, 2024
+Added: May 1, 2024 -
+Added: June 1, 2024 -
+Added: June 30, 2024
(a) 10,754 shares were withheld to satisfy the payment of tax obligations related to the vesting of restricted stock awards.
−Removed: (b) We had no publicly announced repurchase programs for shares of our common stock during the three months ended March 31, 2024.
+Added: (b) We had no publicly announced repurchase programs for shares of our common stock during the three months ended June 30, 2024.
The ABL Facility and the indentures governing each series of our outstanding notes restrict our subsidiaries from, among other matters, paying dividends and making distributions to us, which thereby limits our ability to pay dividends and/or repurchase stock.
−Removed: As of March 31, 2024, under the most restrictive test in these agreements (and subject to certain exceptions), we have approximately $300 million of capacity to pay permitted dividends and/or repurchase shares of stock or make other restricted payments.
+Added: As of June 30, 2024, under the most restrictive test in these agreements (and subject to certain exceptions), we have approximately $300 million of capacity to pay permitted dividends and/or repurchase shares of stock or make other restricted payments.
Defaults Upo n Senior Securities
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.