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EXHIBIT 2.7
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"),
dated as of March 5, 2001, between JLL Healthcare, LLC, a Delaware limited
liability company ("JLL Healthcare"), and IASIS Healthcare Corporation, a
Delaware corporation ("IASIS" and together with JLL Healthcare, the "Parties").
WHEREAS, JLL Healthcare is the majority stockholder of IASIS;
WHEREAS, JLL Healthcare, prior to the Reorganization (as
hereinafter defined), has been classified since its date of formation as an
association taxable as a corporation for U.S. federal income tax purposes;
WHEREAS, the Parties, in anticipation of the initial public
offering of common stock of IASIS (the "IPO"), intend to undertake the
Reorganization pursuant to this Agreement so as to provide for a more flexible
capital structure of IASIS and its affiliates, to provide a greater likelihood
of increasing the public "float" of IASIS Common Stock (as hereinafter defined)
over time, to achieve a more efficient tax structure for the Parties and their
stockholders or members, and to allow for certain administrative cost savings;
WHEREAS, the Board of Managers of JLL Healthcare and the Board
of Directors of IASIS have approved this Agreement and the transactions
contemplated hereby; and
WHEREAS, for U.S. federal income tax purposes, it is intended
that the Reorganization (as hereinafter defined) shall qualify as a
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986 (the "Code"), as amended; and that this Agreement shall be, and is hereby
adopted as, a plan of reorganization for purposes of Section 368 of the Code;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein the Parties hereby agree as follows:
1. Exchange. Subject to the terms and conditions hereof, JLL
Healthcare shall transfer to IASIS all of its assets, other than its rights
under the Stockholders Agreement among IASIS and its stockholders, dated as of
October 8, 1999 (the "Rights"), in exchange for 27,974,625 shares of newly
issued common stock, par value $.01 per share ("IASIS Common Stock"), of IASIS
(the
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"Exchange"). The Exchange shall become effective immediately after the filing
with the Secretary of State of the State of Delaware of the Amended and Restated
Certificate of Incorporation of IASIS to be filed in connection with the IPO.
Each share of IASIS Common Stock issued in the Exchange will be validly issued,
fully paid and nonassessable, and free of preemptive rights.
2. Reclassification. Pursuant to this Agreement and as a part of
the Reorganization, JLL Healthcare will elect to be classified as a partnership
for U.S. federal income tax purposes as provided for in Treasury Regulation
Section 301.7701-3 (the "Reclassification") effective on the date immediately
after the date of the Exchange.
3. Tax Treatment. For U.S. federal income tax purposes, the
Parties agree that the Exchange and Reclassification shall be characterized as
follows: (i) JLL Healthcare exchanges all of its assets, other than the Rights,
for IASIS Common Stock, (ii) at the start of the day immediately after the date
of the Exchange, JLL Healthcare distributes pro rata the shares of IASIS Common
Stock received in the Exchange and the Rights to its members in liquidation of
JLL Healthcare and, (iii) immediately thereafter, such members contribute all of
such shares and Rights to JLL Healthcare, classified as a newly-formed partner
ship. Unless otherwise required by applicable law, the Parties will (i) report
the Exchange together with the Reclassification (the "Reorganization") as a
reorganization within the meaning of Section 368 of the Code and will comply in
all material respects with all applicable tax reporting requirements and (ii)
not knowingly take any action that would reasonably be likely to cause the
Reorganization to fail to qualify as such a reorganization.
4. Further Assurances. From time to time, as and when required by
the Parties or by their successors and assigns, there shall be executed and
delivered on behalf of the Parties such deeds and other instruments, and there
shall be taken or caused to be taken by them all such further and other action
as shall be appropriate or necessary in order to carry out the purposes of this
Agreement, and the officers of JLL Healthcare and IASIS are fully authorized in
the name and on behalf of JLL Healthcare and IASIS, respectively, to take any
and all such action to execute and deliver any and all such deeds and other
instruments.
5. Amendment and Modification. This Agreement may be amended or
modified at any time by the Parties, but only pursuant to an instrument in
writing signed by the Parties and only in accordance with applicable provisions
of Delaware law.
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6. Entire Agreement. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the Parties with respect to the subject matter hereof.
7. Validity. The invalidity or unenforceability of any term or
provision of this Agreement in any situation or jurisdiction shall not affect
the validity or enforceability of the other terms or provisions in any other
situation or in any other jurisdiction.
8. Governing Law. This Agreement shall be governed by, enforced
under and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule
thereof.
9. Descriptive Headings. The descriptive headings herein are
inserted for convenience of reference only and shall in no way be construed to
define, limit, describe, explain, modify, amplify or add to the interpretation,
construction or meaning of any provision of, or scope or intent of, this
Agreement or in any way affect this Agreement.
10. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, JLL Healthcare and IASIS have caused this
Agreement to be signed by their respective duly authorized persons as of the
date first above written.
IASIS HEALTHCARE CORPORATION
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: General Counsel and Secretary
JLL HEALTHCARE, LLC
By:/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Director
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