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medical cases for some time. “We figured that it was a matter of time before HCA came into this area and we would rather they come in as a strategic partner than as competition,” Calhoun observed.
“It was the biggest driver in picking HCA as a strategic partner,” Kent said of the network of HCA health care centers in this area. “We will have the opportunity to share resources and plan regional strategy,” Kent explained.
Kent noted that HCA has agreed to assume the hospital’s existing HUD debt of $52.8 million in its entirety. Net proceeds after the assumption of the debt are expected to be $30 million. These funds will be managed by a newly-created Meadows Foundation, a not-for-profit organization that will directly benefit the community. Kent said that $10.3 million will be placed in escrow against potential future liabilities. In addition to the purchase price, HCA has committed to capital expenditures of at least $10 million over the five-year period following closing.
Some of Meadows assets are not included in the acquisition: the Thompson property adjacent to Meadows Park, 22 acres east of the hospital currently under option to the Toombs County Development Authority, and the Sweet Onion Hospitality House.
As a for-profit stock corporation whose shares are traded on the New York Stock Exchange, HCA will pay income, sales and local property taxes, which was not the case with the tax-exempt, not-for-profit MRMC, Kent pointed out. “HCA is expected to generate significant tax revenue which will benefit the local governments and schools,” Kent emphasized.
HCA will establish an advisory board whose purpose is to fulfill any governance accreditation requirement of the hospital such as reviewing annual budgets, capital plans, provider credentialing, and overseeing HCA’s covenants relating to community benefit provided in the purchase agreements. The advisory board will initially be composed of three individuals from the community appointed by Meadows and three individuals appointed by HCA.
HCA has agreed to maintain core services for a period of 10 years (with some conditions) and has guaranteed to preserve and enhance high-quality healthcare services in Toombs County and the surrounding areas. Meadows Cancer Center, the Interventional Cardiology Program and the Obstetrics Program will be continued by HCA, Kent said.
HCA has a policy to serve Medicaid and indigent patient populations that includes providing free, non-elective care for uninsured patients whose income is less than 200% of the Federal Poverty Level (FPL), with a tiered approach up to 400% of the FPL. This policy is more extensive than MRMC’s, Kent said.
Kent explained that HCA will offer employment to all Meadows employees who are in good standing as of the closing of the proposed transaction at current salary levels and with similar job titles and responsibilities. HCA will not terminate employees without cause for one year following the closing except in the event of a further COVID-related resurgence. HCA has the ability to flex the number of hours worked by hourly paid employees.
Kent said this point is meant to guarantee the stability of the staff. “They will be in the same or similar jobs at the same salary. It’s just a way of saying, ‘Everybody relax. We’ve got a hospital to run.’” He added that being an HCA employee offers employees the opportunity for upward mobility and growth within the HCA organization.
Meadows employees will transition to HCA benefit plans with recognition and credit for tenure at Meadows and participation in all plans on day one without regard to any preexisting health conditions with respect to the health and disability plans. Contracts for all physicians now under contract at Meadows will be immediately extended by HCA.
HCA and Meadows use the same clinical platform (Meditech) which is beneficial because HCA has a depth of knowledge and experience with Meditech and the clinical staff will not need to learn a new clinical platform, Kent advised. Additionally, Meadows will be integrated into all other HCA systems and industry-leading technologies.
Kent said it is likely that HCA will modify the name of the Vidalia medical facility, but there are hopes that “Meadows” will be retained and incorporated into the new HCA title. “We have been Meadows since 1963. It would be a shame to have that go away,” Kent said. HCA has demonstrated a tendency to honor communities and to incorporate the legacy names of medical facilities where it has purchased properties. A case in point is the hospital in Waycross where the facility’s historic name, “Memorial,” was used in the new HCA title.
In commenting on the future of the current boards serving MRMC, Kent said these entities will have continuing responsibility to wind down the operation of MRMC over the next few years. “We still have to do final audits, income tax returns and cost reports to the federal government. These cost reports take three years or more for the government to audit and settle.” Kent said going forward it is likely that some of the boards will eventually be modified or merged. He said it is yet to be determined who will be serving on the new HCA board.
The inaugural board of the new Meadows Foundation will be made up of the five current members of the executive committee from the MRMC and the MHA boards. It will be the job of the Foundation board to manage the $30 million in proceeds from the sale of MRMC and to establish a foundation to serve the community. The operations of this self-perpetuating board will be defined and published.
“This foundation will be a grant-making foundation. It will not make grants to individuals and it is not for indigent care since HCA will provide that. It is being established for the community’s benefit and possible uses might be for health education and community wellness,” Kent said. This Foundation is expected to be put into place quickly, perhaps in the next 60 days.
Calhoun elaborated, “It will be a supporting entity and probably have an executive director at some point.” The Foundation will not create programs on its own but will receive grant applications from organizations and groups within the community.
Calhoun, who has been on the MRMC board since the 1990s, said the alliance with HCA seems like a natural fit. He thinks the relationship between the Vidalia facility and Memorial Hospital in Savannah will strengthen because both facilities will be within the HCA organization. He said of HCA, “They have financial capital; they can buy in bulk and get discounts we can’t. They can negotiate contracts with insurance companies, Medicaid and Medicare from a leverage standpoint that we don’t have. Their financial power allows them to be profitable where independent rural hospitals cannot.”
He added, “Back in 2018 I was losing sleep about the future of our hospital. Since we linked up with HCA, I don’t lose sleep. I feel as good about this decision as any.” He said about the impending changes, “HCA is sending a representative here next week to help begin the transition. They are committed to it.” Wayne Williams, M.D., who is a member of the holding board for MRMC and who has maintained a local ENT practice for 14 years, said the community already has an impressive range and level of medical specialties rare for a community the size of Vidalia. “HCA can insure the continuation of a high quality of care we are enjoying in this area. HCA will increase local access and purchasing power and open doors to other systems we don’t have right now. HCA will allow us to advance. I would worry about the viability of our hospital without the help of a partner like HCA.”