A dispute arose following the sale of Crozer/Keystone Health System, an integrated health care delivery system in Delaware County, PA that included: two multi-campus hospitals, multiple outpatient centers, an integrated network of employed primary care and specialist physicians and other providers, and other facilities and interest in various other organizations and joint ventures in furtherance of its mission of providing health care services.

Business Challenge

The terms of the sale agreement provided for a net working capital “true-up” within 90 days of the closing date of the transaction. The buyer subsequently rendered its calculation of the final net working capital, with which the seller disagreed. As a consequence of the dispute, provisions within the purchase agreement triggered the appointment of an accounting arbitrator to resolve the dispute.

The Baker Tilly Approach

Baker Tilly’s team

• Established and administered the parameters of the arbitration process
• Performed detailed analyses of submissions from both parties
• Performed detailed analyses of items in dispute, including healthcare specific issues that  required technical accounting expertise from Baker Tilly’s healthcare industry experts
• Conducted a two-day arbitration hearing to hear the positions of the parties
• Prepared a reasoned decision letter setting forth the conclusions with respect to the final net working capital, and related adjustment

Business Impact

Through our work, the parties were able to resolve the dispute, clearing the way for the completion of the final steps of the transaction.