2020-05-07 PAG FinalPARTNERSHIP ADVISORY GROUP
MAY 7, 2020 MEETING
ASSEMBLY
PAGE 1
The Partnership Advisory Group met to hold a virtual meeting on Thursday, May 7, 2020, at 5:30 p.m. in
Wilmington, North Carolina.
Members present via roll call: Co -Chair Barbara Biehner; Co -Chair Spence Broadhurst; Vice Co -Chair Bill
Cameron; Vice Co -Chair Dr. Joseph Pino; Members: Dr. Virginia Adams; Evelyn Bryant; Robert Campbell; Chris
Coudriet; Cedric Dickerson; Brian Eckel; Jack Fuller; Hannah Gage; John Gizdic; Dr. Sandra Hall; Tony McGhee; Dr.
Michael Papagikos; Dr. Mary Rudyk; Dr. Rob Shakar; Jason Thompson; Meade Van Pelt; and David Williams.
Staff present via roll call: County Attorney Wanda Copley; Clerk to the Board Kymberleigh G. Crowell;
Assistant County Manager Tufanna Bradley; Chief Communications Officer Jessica Loeper; Budget Officer Sheryl
Kelly; Intergovernmental Affairs Coordinator Tim Buckland; New Hanover Regional Medical Center (NHRMC)
Director of Marketing and Public Relations Carolyn Fisher; NHRMC Chief Strategy Officer Kristy Hubard; NHRMC
Executive Vice -President and Chief Financial Officer Ed 011ie; Joseph Kahn, Shareholder with Hall Render and outside
counsel for NHRMC; Robert A. Hamill, Attorney with Hall Render and outside counsel for NHRMC; David Burik,
Managing Director with Navigant; Eb LeMaster, Managing Director with Ponder & Company; and Robert Jaeger, Vice
President with Ponder & Company.
Co -Chair Broadhurst called the meeting to order and thanked everyone for participating in the virtual
format. He further stated that this meeting is being held as a permissible virtual meeting with public access to open
session components in accordance with state law. As with all other meetings, the public can hear the open session
portion of the meetings, but is not participating in the meeting discussion, and there will be no questions from the
public in this forum.
Co -Chair Biehner stated that when PAG moves into closed session, the public access will have a placeholder
slide of "Closed Session Portion" and no audio; this slide will close and audio will be turned back on as the PAG goes
back into the open session portion of the meeting. This will be the public's visual cue to resume listening. It is
anticipated the closed session will last approximately 60 to 90 minutes.
APPROVAL OF MINUTES
Vice Co -Chair Pino MOVED, SECONDED by Member Cameron to approve the April 16, 2020 minutes as
presented. Upon vote, the MOTION CARRIED UNANIMOUSLY.
PAG CHARTER ALIGNMENT (SLIDES 4 — 6)
Co -Chair Broadhurst reviewed slide 5 regarding the responsibilities and deliverables of the PAG as defined
in the PAG charter. The deliverable to be completed during this meeting is for the PAG to vote on the recommended
internal list of two to three responding parties to further research.
Co -Chair Biehner reviewed slide 6 regarding the purpose of tonight's meeting and how the PAG will move
forward on the next five meetings. While no meeting dates have been listed on the slide, there are some timeframe
expectations. She reiterated that the deliverable for this meeting is to vote on two to three parties for further due
diligence. The other parties are not being eliminated altogether, pending further public input. There will also be
virtual site visits that will take two to three weeks depending on which process is selected during this meeting and
there will be finalist presentations. The PAG support team will continue to conduct the due diligence on the potential
partners and a lot of other work that will need to happen during this same timeframe as the meetings.
In response to questions on the industry standard timing, Ms. Gordon and Mr. Kahn both agreed that based
on their experiences given the progressive timeline and the general context of a deal of this size, the timing and
sequencing are consistent with what they would expect in the industry in the market.
CLOSED SESSION
Co -Chair Broadhurst announced that the meeting would move into closed session for confidential
discussion and review of confidential information, pursuant to North Carolina Statute (NCGS) 143-318.11(a)(1)
(protecting privileged and confidential information), NCGS 143-318.11(a)(3) (upholding the attorney-client privilege
with respect to the County, NHRMC and the Work of the PAG), and NCGS 131E-97.3 (protecting competitive
healthcare activities). He asked for a motion to move into Closed Session.
Motion: Member Adams MOVED, SECONDED by Member Thompson to enter into a Closed Session pursuant to
NCGS 143-318.11(a)(1) (protecting privileged and confidential information), NCGS 143-318.11(a)(3) (upholding the
attorney-client privilege with respect to the County, NHRMC and the Work of the PAG), and NCGS 131E-97.3
(protecting competitive healthcare activities). He asked for a motion to move into Closed Session. Upon vote the
MOTION CARRIED UNANIMOUSLY.
Co -Chair Broadhurst excused the public participants and convened to Closed Session at 5:43 p.m.
CONVENE TO OPEN SESSION AND VOTE TO IDENTIFY TWOTO THREE RESPONDENTS FOR FURTHER DUE DILIGENCE
Co -Chair Broadhurst called the meeting back to order at 8:00 p.m. and thanked the members for their
discussion and work during the closed session and expressed appreciation to public who remained on the line during
that time. He further stated the next portion of the meeting is the vote by the PAG to identify two to three
respondents for further due diligence. The PAG has been moving towards this since September/October of last year.
Over the last number of meetings, the PAG members have broken up into small groups with assignments to go
PARTNERSHIP ADVISORY GROUP
MAY 7, 2020 MEETING PAGE 2
through all the proposals in detail, score them in a very objective manner, and report back to each other with the
results. There has also been a lot of subjective conversation. There were 18 key performance elements (KPEs) the
PAG was focused on and there were three respondents that consistently ranked higher in the KPEs, which has
allowed the members to come to the point where they are comfortable making a motion to identify the two or three
responses forward. As a reminder the narrowing vote tonight does not formally eliminate any respondent, since
public input is ongoing and it does not commit to moving forward with any partnership, but rather directs the
support team to do further due diligence and start the letter of intent negotiations with a focused list.
Hearing no further discussion, Co -Chair Broadhurst asked for direction from the PAG on identifying two to
three respondents for further due diligence.
Motion: Member Gage MOVED, SECONDED by Member Eckel, for the PAG to recommend focusing further due
diligence on Atrium Health, Duke Health, and Novant Health as these respondents have been identified by the PAG
to be most suited to help advance its goals and objectives. All respondents will remain as potential options for a
strategic partnership.
Hearing no further discussion, Co -Chair Broadhurst called for a vote on the motion on the floor. Upon vote,
the MOTION CARRIED UNANIMOUSLY.
NEXT STEPS AND SITE VISITS (SLIDES 8-9)
Co -Chair Biehner stated it is exciting to give the direction to the support team to do further due diligence
and start the negotiations on a more focused list. The next item to be discussed are the site visits. Typically, a
standard approach during a process like this is for site visits to the prospects of potential partners. They often include
a one -day visit to the headquarters, a discussion with stakeholders including those from recently acquired
organizations, and provider -to -provider conversation. New Hanover County and the New Hanover Regional Medical
Center (NHRMC) have suggested adding workgroup specific site visits in addition to the standard approach.
However, with the current challenges of COVID-19, including North Carolina statewide restrictions, and the new
practices related to visitors at hospital and healthcare facilities, the PAG's participation in site visits will be virtual.
The anticipated timeline for the site visits is over the next three weeks of May 18th, May 25th and June 1St. An overview
was given of two options and the logistics of each option:
Option A allows the PAG work groups to conduct a virtual site visit in addition to the standard site visit.
This results in a request of each respondent for eight total meetings scheduled over a three-week
period.
Option B allows all work group members, or representatives of the work groups, to participate in a
virtual site visit that addresses their goal and objectives along with other goals and objectives. This
results in a request of each respondent for four total meetings scheduled over a three-week period.
Co -Chair Biehner stated she would recommend to the PAG that option B is a more manageable approach
that provides what the members need and the members can listen in on all of the different discussions of the goals
and objectives. She asked for feedback from members as to whether there should be a consideration of anything
other than option B.
After a brief discussion, the general consensus of the PAG was to move forward with option B. Co -Chair
Biehner stated that more details will be given along the way in moving forward with option B. Co -Chair Broadhurst
reiterated that the next steps per the PAG charter will be to (i) narrow to one recommended partnership (or
combination of partnership), (ii) further assess that refined partnership option against the status quo or internal
restructuring, and (iii) vote on which of these three options the PAG supports, communicating that to the County
Commissioners and NHRMC Board of Trustees.
CLOSING REMARKS AND ADJOURNMENT
Co -Chair Biehner stated that a lot of great work has been done by the PAG members, support team,
consultants, and there has been a lot of great input. This evening there were 65 people participating from the public.
She expressed appreciation for the public's interest in this very important matter and comments that have been
sent to the PAG. As a reminder, the proposal revisions and follow-up inquiry responses will be posted later this
evening for the public at https://nhrmcfuture.org/. The next meeting is May 21" at 5:30 p.m. and there being no
further business, Co -Chair Biehner adjourned the meeting at 8:13 p.m.
Respectfully submitted,
/Kymberleigh G. Crowell/
Kymberleigh G. Crowell
Clerk to the Board
Please note the above minutes are not a verbatim record of the Partnership Advisory Group meeting. Meeting
materials associated with this meeting are included as attachments to these minutes for reference.
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