To provide context and history, what follows are significant milestones related to the Mission Health-HCA transaction and the appointment of the Independent Monitor.
AUGUST 31st, 2018: HCA ANNOUNCES AGREEMENT TO ACQUIRE MISSION HEALTH
HCA Healthcare announced a definitive agreement with Mission Health, a nonprofit North Carolina health system. Under the agreement, HCA will acquire substantially all the assets of Mission Health, for approximately $1.5 billion. The proceeds will be contributed to the nonprofit Dogwood Health Trust, whose purpose is to use those funds to improve the health and well-being of the people and communities of western North Carolina.
Under the agreement, HCA will acquire 763-bed Mission Hospital in Asheville; 80-bed CarePartners Rehabilitation Hospital in Asheville; 49-bed Mission Hospital McDowell in Marion; 25-bed Angel Medical Center in Franklin; 25-bed Transylvania Regional Hospital in Brevard; 25-bed Blue Ridge Regional Hospital in Spruce Pine; and 24-bed Highlands-Cashiers Hospital in Highlands.
“Mission Health is the premier healthcare system in western North Carolina, with a 130-year tradition of high quality patient care,” said Milton Johnson, HCA Healthcare’s chairman and chief executive officer. “We look forward to continuing Mission Health’s focus on excellence, and investing in western North Carolina to improve the health of the region.”
This transaction is subject to the terms and conditions of the Asset Purchase Agreement between the parties, as well as review by the North Carolina Attorney General’s Office.
JANUARY 16th, 2019: STATE ATTORNEY GENERAL APPROVES SALE
State Attorney General Josh Stein said Wednesday he will allow HCA Healthcare's purchase of Mission Health to go through without a legal challenge after negotiating changes to the deal designed to protect the public.
A review by the state Department of Justice, which Stein heads, is the biggest regulatory hurdle the sale must clear to take effect. His announcement could mean the nearly $1.5 billion deal will take place soon.
The changes double the period HCA will be required to provide certain services at Mission's rural hospitals, and they create an outside "independent monitor" to help ensure HCA lives up to terms of the deal. The additions also set rules for the composition of a board that will spend proceeds from the sale, and they require that the board's operations be more open to the public.
Stein said his department had made a major effort to review the deal's terms to see if the purchase price was fair, whether it provides for adequate protections for health care services and whether the board was properly constituted.
"On each of those key objectives, we have good news to share today," he said.
FEBRUARY 1st, 2019: HCA’s PURCHASE OF MISSION HOSPITALS
HCA announced it has completed the purchase of Mission Health, a six-hospital system in Asheville and western North Carolina, for approximately $1.5 billion.
“The team at Mission Health has been nationally recognized for providing high-quality patient care, and we’re excited that they’ve joined HCA Healthcare,” said Sam Hazen, CEO of HCA Healthcare. “We’re looking forward to investing in western North Carolina and helping ensure Mission Health’s 133-year tradition of caring for communities throughout the region continues for many years.”
Mission Health, recognized as one of the nation’s top 15 health systems by IBM Watson Health in six of the past seven years, is now a new operating division of HCA Healthcare.
“We are very pleased that this transaction has now closed so that Mission Health can continue to focus on caring for the people of western North Carolina,” said Ronald A. Paulus, MD, Mission Health’s President and CEO. “This is a tremendous win for the people and communities that we serve, and one that may be judged by history as a positive inflection point for the communities we serve. We’ve not only provided for the long-term sustainability of high-quality healthcare and secured special protections for our rural communities, we’ve also created the largest per capita foundation in the nation to address the social determinants of health. I believe the Dogwood Health Trust has the potential to impact health status in a way never before imagined in America. I look forward to seeing results, both for western North Carolina, and as a model of what might be for many similar communities.”
Benefits and highlights of the transaction include the following commitments:
HCA Healthcare will build a 120-bed inpatient behavioral health hospital in Asheville.
HCA Healthcare will build a new replacement hospital for Angel Medical Center in Franklin, N.C.
HCA Healthcare will complete the new state-of-the-art Mission Hospital for Advanced Medicine in Asheville.
In addition to the new behavioral health hospital, replacement hospital and new tower, HCA Healthcare will invest $232 million in capital in Mission Health facilities.
HCA Healthcare will create a $25 million Innovation Fund focused on improving healthcare service delivery and spurring economic development.
Mission Health will adopt HCA Healthcare’s more expansive charity care policy.
HCA Healthcare is providing assurances that certain healthcare services will be maintained.
“From early on, we were confident that HCA Healthcare shares Mission Health’s focus on high-quality, patient-centered care and is the right and best choice to help ensure our continued success,” said Mission Health Board Chair John R. Ball, MD, JD. “We are excited to see how the resources, scale and expertise of HCA Healthcare can help enhance Mission Health’s rich legacy.”
“The Mission Health team of physicians, clinicians and support services are deeply committed to providing access to high-quality, compassionate care, which is part of what makes this alignment a good cultural fit,” said John W. Garrett, MD, Vice Chair of the Mission Health Board.
“We look forward to seeing how Mission’s nationally recognized quality and safety practices benefit from HCA’s national scale.”
HCA Healthcare and Mission Health entered into exclusive discussions March 21, 2018 and signed a definitive agreement August 31, 2018. The North Carolina Attorney General’s Office approved the transaction January 16, 2019. Today’s acquisition brings HCA Healthcare’s total number of hospitals to 185.
OCTOBER 31st, 2019: GIBBINS ADVISORS NAMED INDEPENDENT MONITOR
Press release from Dogwood Health Trust:
Dogwood Health Trust announced today that Gibbins Advisors will be the Independent Monitor that will help ensure HCA Healthcare’s compliance with its commitment to provide quality healthcare across Western North Carolina.
Gibbins Advisors is a health care consulting firm that has substantial experience in hospital administration. The firm was selected after a thorough search and interview process conducted by members of the board of directors of ANC Healthcare (formerly Mission Health) and Dogwood Health Trust, as well as interviews with the Attorney General of North Carolina and HCA. Gibbins’ selection has been approved by both the Attorney General and HCA.
“We are pleased that Gibbins Advisors has been selected,” said Janice Brumit, Chair of the Board of Directors for Dogwood Health Trust. “Gibbins is a highly qualified firm that we believe will take a proactive approach to evaluating community needs.”
As Independent Monitor, Gibbins will review HCA’s annual reports, inspect hospital facilities and evaluate HCA’s compliance with its ongoing obligations under its purchase agreement with Mission Health. The firm will regularly advise Dogwood Health Trust and five regional advisory boards on HCA’s compliance, and will further serve rural communities by sharing responsibility with regional advisory boards to approve or deny changes to HCA’s commitments to local hospitals.
Dogwood, a nonprofit foundation whose sole purpose is to dramatically improve the health and well-being of people and communities across Western North Carolina, will oversee Gibbins’ performance as Independent Monitor and in helping to ensure HCA continues Mission’s legacy of providing world-class patient care.
Press release from N.C. Attorney General Josh Stein:
Attorney General Josh Stein today consented to Dogwood Health Trust and ANC Healthcare’s (formerly Mission Hospital) pick for an independent monitor. The monitor will ensure compliance with the consumer protections Attorney General Stein negotiated in relation to the Mission/HCA transaction. Attorney General Stein released the following statement about this news:
“Reviewing the choice for independent monitor was one I took seriously. My office thoroughly reviewed the selection and discussed it with the new CEO of Dogwood Health Trust before consenting to this choice.
“To be successful, the monitor must take the time to engage with communities in western North Carolina. Specifically, I am looking forward to hearing about town hall meetings and other opportunities for the monitor to hear directly from the people who are impacted by HCA’s health care decisions.
“That commitment to engaging with local communities, along with the monitor’s qualifications, led me to direct my office to consent to the selection of this monitor.”