HomeMy WebLinkAbout2020-09-09 PAG FinalPARTNERSHIP ADVISORY GROUP
SEPTEMBER 9, 2020 MEETING PAGE 1
ASSEMBLY
The Partnership Advisory Group met to hold a virtual meeting on Wednesday, September 9, 2020, at 5:00
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; Robert Campbell; Chris Coudriet; Cedric
Dickerson; Brian Eckel; Jack Fuller; Hannah Gage; John Gizdic; Tony McGhee; Dr. Michael Papagikos; Dr. Mary Rudyk;
Dr. Rob Shakar; Meade Van Pelt; and David Williams. Dr. Sandra Hall joined the meeting at 5:30 p.m.
Members absent: Evelyn Bryant and Jason Thompson.
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 Legal Officer Lynn Gordon; 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; Don Munford, Partner with Smith Anderson and
outside counsel for New Hanover County; 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 attending. The 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. it is not participating in the
meeting discussion. There will be no questions from the public in this forum. The public can access the slides that
will be reviewed on ww.w_.i7_hri�n_cfuIur�5_.org. Please note that, when the PAG goes into Closed Session, the public
access will have no audio; audio will be turned back on as the PAG goes back into the open session portion of the
meeting. It is anticipated that the Closed Session will last approximately 30 minutes.
APPROVAL OF MINUTES
Co -Chair Biehner asked for a motion to approve the July 2, 2020 regular session minutes as presented.
Member Adams MOVED, SECONDED by Member Williams to approve the July 2, 2020 regular session
minutes as presented. Upon vote, the MOTION CARRIED UNANIMOUSLY.
PROCEEDS DISCUSSION (SLIDES 5-8)
Co -Chair Biehner asked Member Coudriet to provide the overview on the distribution and use of proceeds
related to the proposed sale given the tremendous opportunity this presents the community. Member Coudriet
reviewed the NHRMC transition stabilization escrow, which is the $100 million liability escrow which is set aside for
trailing liabilities and other unpredictable costs that may arise. The other piece is the team investment and resilience
fund which is at about $200 million. Staff has an appreciation of what the NHRMC team is trying to do and at this
point has endorsed that, and he believes the County Commissioners did when it accepted the proposal in July. He
then stated Member Gizdic would provide further information.
Member Gizdic stated the final plan still needs to be worked through pending moving forward, but the
majority of the team investment and resiliency fund is related to the pension. With the pension currently being
governmental due to NHRMC being a component of the County, that would need to be frozen as part of moving
forward after closing. The NHRMC Board of Trustees (NHRMC BOT) and the County Commissioners have been really
supportive of making sure the staff does not get damaged in the retirement benefits, so first and foremost is to
secure the pension and have it fully funded for the remainder of the distribution and look at the opportunity to
potentially enhance staff's retirement benefits as it relates to the pension after comparing that with the retirement
benefits they would receive through Novant. Other opportunities would also be looked at where benefits may be
different and make sure to shore those up for the staff as well as the opportunity to address resiliency as it relates
to burnout. The healthcare industry has the highest rate of burnout, no matter what the role is. This an opportunity
to really work with the best practices across the country for staff and for providers and have the resources to address
burnout, so that is the concept and context behind the fund.
Member Coudriet continued with the presentation stating that the County revenue stabilization fund is an
equal dollar for dollar commitment set aside for County revenue stabilization. He stated the items shown on slide 6
for the fund are not intended to be the exhausted list. They are examples of where the County could tap into, in the
rare instance, the corpus of the money or more specifically based on interest earning. Similar to the community
foundation, the goal is to preserve it, grow it, and use the interest to offset debt that is predicable or lost revenues
due to COVID-19, as an example. $300 million is proposed for the fund. On an annual basis the Board, informed by
what Chief Financial Officer Lisa Wurtzbacher presents on obligations, opportunities, or revenues deficiencies, would
be presented options and debate to decide what to do, if anything, for the year out of those proceeds. The way it
has been crafted and presented to the Board so it does not become an easy way to address challenges or
responsibilities of the County government, is that it would require a supermajority vote of the Board in order to tap
in and use any of the principal or the interest earnings.
The third fund would be $50 million dedicated for mental and behavioral health issues. It is no secret in this
community that we face serious substance use disorders and associated with that, often co-occurring, are mental
PARTNERSHIP ADVISORY GROUP
SEPTEMBER 9, 2020 MEETING PAGE 2
health issues as well. The Board has tried to make a heavy investment over the last five or six years on both of those
fronts. In listening to the Board and the community, the proposal is for a $50 million fund managed with the idea of
preserving and growing the principal and using the interest earnings on an annual basis to fund treatment programs
in the community. It sets up a range of opportunities and to also have the ability to look at where there are things
the County is not doing that the community needs that either the principal or interest earning could assist on the
mental and/or behavioral health fronts.
Member Coudriet stated it is important to note that the County and NHRMC staff have listened for more
than a year now about what is important to the County Commissioners, the NHRMC BOT, the PAG, and the
community. What was heard over the course of time is what drove and created the direction for the
recommendation of $650 million total to fund these areas. This is the orientation of what the policy direction of the
Board was in July and that is what is being continued to work towards since then.
Regarding the mental and behavioral health fund and who would be in charge of that, Member Coudriet
stated in the case of the revenue stabilization fund and the mental and behavioral health fund, he believes it would
be in the control of the County Commissioners based on demonstrated need. Where the two funds differ is that the
revenue stabilization fund would require a supermajority vote to pass into that while the mental and behavioral
health fund, as it stands now, would require a simple majority in terms of how to invest those dollars. He would also
think the Health and Human Services Board would have a lot to say on an annual basis and have thoughts on how to
invest the mental and behavioral health fund.
Regarding clarity on the revenue stabilization fund and whether there is a relationship with the bond debt
that was on the hospital, Member Coudriet confirmed it is not hospital debt. As it was presented, it was not being
imagined that it was debt already issued but rather when looking forward, when the Board could use these revenues
as opposed to issuing new debt. In response to questions about if the final number is not the $1.9 billion how the
funds would be allotted in the areas on slide 6, including the community foundation, and what the effects will be,
Member Coudriet stated that County staff has not thought through that perspective yet. He doesn't know what the
NHRMC BOT, PAG, or the Board would say if there is less money, and should it be equally diminished to the funds.
He does not have an opinion on that. Member Gizdic stated the likelihood that it rounds to $1.9 billion evenly is near
zero, so there will be some odd amount of money. The $400 million cash on hand was a conservative estimate to
make sure not to come in under and be looking a safe number, but as long as the market doesn't go too crazy, that
should be a fairly safe estimate.
In review of slide 7, Member Coudriet stated that the $1.25 billion to setup the community foundation
(foundation) is estimated from the transaction following "initial allocations." The Letter of Intent (LOI) specifies that
out, but it will be predicated on what the final net proceeds are. It will be an eleven -member board, five of which
will be appointed by the County Commissioners and six appointed by the local hospital board, which is the successor
to the NHRMC BOT, and it will not self -perpetuate. This has been the policy directive from the Board. It is different
as the local hospital board will be self-perpetuating. There is a two year cooling off period for both the NHRMC BOT
members and elected officials so effectively when those terms end, there will have to be a two-year period before
those individuals would be able to serve on the foundation board. The foundation, while being created by the
County, is going to be fully independent of the County and the hospital. It will be its own non-profit with its own
rules, bylaws, set its own schedule, and make its own decisions about what to do, so long as the decisions are in
keeping with what has been adopted as the strategic plan of the County Commissioners. Once the definitive
agreement is taken to the Board that is the point that the Board would approve, if it chooses to go forward, filing
the paperwork and approving the bylaws that define the details of how the foundation will work. Member Gizdic
reiterated that the community foundation, its bylaws and framework, is not part of any negotiations with Novant.
Novant has no control, authority, and no say in it. It would be completely separate from the hospital and the County.
Regarding clarity on the process of drafting the bylaws, Member Coudriet stated the bylaws would be voted
on by the Board and would have to be shared for public inspection. The drafting process is still being done and the
document will be shared with the Board and then will be available for public inspection. Regarding the foundation
meetings being open to the public, Member Coudriet stated he is not advocating it but as an example, the
requirement to subject itself to the open meetings law of North Carolina could be a bylaw. Legally, because it is not
a public body in the sense the statute envisions it, it would not have to do that. Again, while not legally required, it
could be accomplished through the adoption of the bylaws. In response to questions about the benefits to the region
at large and the County, Member Coudriet stated it is built around the notion of helping this community first, but
there are always residual benefits to the region at large. For example, if TIDES wanted to expand its services beyond
the boundaries of New Hanover County, maybe the foundation board would look favorably upon what is happening
locally to effect in a positive way to make it possible for mothers with children in surrounding communities to access
the service.
Regarding clarity of the parties of the asset purchase agreement (APA) and of the negotiation group,
Member Coudriet stated when the LOI was being put together by PAG, it was never envisioned to include the
element of what to do with the residual benefit, whatever it may be, and as it became clearer maybe this was going
to be the recommendation, the demand was do not say one thing and then do something different. The mechanism
used was to layout the framework and the priorities of the foundation in the LOI, because it is the intent of the
County to do these things being discussed due to the gain/benefit from the sale of the asset. It will not be part of
the APA, which is why he thinks there is a fair question coming forward now that while they may both be considered
at the same time they should not be co -mingled to approve. The definitive agreement should be one separate vote,
PARTNERSHIP ADVISORY GROUP
SEPTEMBER 9, 2020 MEETING PAGE 3
then another would be formalizing the elements that are standalone about the foundation. The LOI was the vehicle
that was directed, and he thinks demanded by the Board and the community, to make sure from a staff perspective
one thing was not said and then there be commitments different from what was said and promised.
Mr. Kahn stated there were many questions about what would happen with the proceeds. As the County
began formalizing the community foundation approach it was the sort of situation where they voluntarily asked to
bind themselves to this type of approach. While the LOI is not binding, it will roughly be the same kind of framework
referenced in the APA and again, on the part of the County saying this is the approach it is committing itself to.
Novant is a neutral in that. It is going to be a part or reference in a binding agreement to which Novant, the County,
and NHRMC will be parties, but it is a term that is almost unilaterally applicable to the County by its own voluntary
position on that. To Member Coudriet's point, it became important for the County to put a marker on that, so the
APA will not get into the mechanics, details, or direction of the foundation. It will simply reflect the intent of the
County to use the proceeds for those purposes.
In review of slide 8, Member Coudriet stated what is shown is not an exhaustive list of what could be done.
He thinks he can say with a high degree of confidence that it would not be the foundation's intent when it makes
decisions to invest, or the Board's as it rests today, that it would begin to supplant what is otherwise a public sector
function. Using the Social Services Department as an example, this would not be the County getting in line with other
outside agencies to say, "Let's deal with increased foster care payments by asking the foundation to give us money
for foster families." That is clearly a duty and responsibility by statute and by policy of the County to do. Again, the
dollars are not intended to be an indirect or direct way to supplant for functions of county government.
Regarding other community -oriented services, such as access to the arts for the underserved community,
that are not supported by the County but by private donations which is a public benefit and what the considerations
are about these type services, Member Coudriet stated he thinks the broad categories are relatively firm and the
ones listed on the slide are not an exhaustive list, but just a possible way forward. It is not the County's intention to
steer specifically what can and cannot be done. It needs to at the outset be consistent with the four features on slide
8 and then add the strategic plan and as the community needs change, the foundation should follow along with it.
Member Adams stated she agrees with Member Coudriet and what would be important is how a request for
proposal (RFP) would be constructed and how the goals would be looked at. This is a frame and everything else
would follow after the bylaws. The RFP would be critical at that point to review and evaluate and what will be the
outcomes that the community is looking for.
Member Williams stated he has been involved in strategic plans and the plans change and update. What
will be interesting is to see what will be relevant five years from now as things will change. This gives some leeway
moving forward to make those decisions and focus on where it needs to be focused. Member Coudriet stated from
a public administrator perspective, what is nice about the Board adopting language like this is that it sets up best
practices for future boards that they need to do the strategic planning and to stay relevant and timely to the issues
and challenges in the community. Co -Chair Biehner stated she feels confident that the proceeds distribution does
benefit the community, the County, and the citizens going forward.
ASSET PURCHASE AGREEMENT (SLIDES 9-15)
Co -Chair Biehner stated the LOI was executed by the County, Novant and NHRMC on July 13`" and was
posted publicly soon thereafter. The LOI can be found at w.ww.a7hrrn_c.fut.ur2 org. This LOI is very robust and covers
the vast majority of LOI inclusions received from stakeholder input. Based on the detailed nature of the LOI, the
process of moving from the LOI to the Asset Purchase Agreement is playing out to be a very smooth one. Each PAG
member was asked to provide any feedback on anything missing in terms of key terms and conditions for the
definitive agreement based on the detail schedules of the LOI, and other than some clarifying process questions,
there was no indication of anything missing. Next will be an update on how these translated into key terms and
conditions of the definitive agreement from legal counsel and finalize the PAG recommended key terms and
conditions. She asked Mr. Kahn to provide the overview.
Mr. Kahn stated the intent in this portion of the meeting is to bring the PAG up to speed, particularly as it
relates to the follow through relative to the core considerations that were reflected in the LOI. He reviewed slide 10
of the presentation noting it is a depiction between the largely non-binding nature of the LOI versus what will be in
the binding definitive agreement (recognized as the APA). The vast majority of deal specific terms in the LOI are non-
binding. He then reviewed the deal specific terms that would be binding. All of the terms once included in the APA
and if the respective boards approve to move in that direction, upon execution would be binding.
In review of slide 11, Mr. Kahn stated that the APA is intended to robustly address the concepts that were
outline in the LOI, set forth the terms by which Novant will acquire the assets of NHRMC and enter into/agree to the
various commitments that were reflected in the LOI. The covenants and commitments were taken out that were
reflected in the Section 4 Schedule, which corresponded with each sub -section of Section 4 of the LOI, and
incorporated those into the APA. The amount of effort that went into the LOI has really paid off in terms of creating
a relatively smooth transition of those terms into the APA, because so much time was spent particularly by the PAG
in charting a course and providing the marker in a way that the attorneys were able to capitalize on all of the work
that went into the LOI. The APA will also include other terms that are customary for transactions of this nature. There
will be a robust set of representations and warranties as to what each is agreeing to and submitting to represent
that they are offering and providing to the other side as well as various other terms around pre-closing
PARTNERSHIP ADVISORY GROUP
SEPTEMBER 9, 2020 MEETING PAGE 4
commitments, post -closing terms and conditions, government approvals, etc. The LOI was about 30-40 pages and
the APA is currently about 120-125 pages. It is all customary and consistent with a transaction of this size and scope.
In review of slide 12, Mr. Kahn stated it is a timeline of the PAG core considerations through the process. It
was requested to have the core considerations included in the LOI and those were built off the guiding principles
that the PAG came up with at the beginning of this process. Over the course of the last month, additional feedback
was received from the PAG and those terms are now being incorporated into the APA. The request today is that the
PAG confirm if they were incorporated correctly in the LOI as the PAG's fifth deliverable. Mr. Kahn stated slides 13-
15 cover the summary of the core considerations and the drill down points that the support team attempted to
capture with respect to the LOI and then carried forward into the drafting of the APA. He reviewed the highlights on
the core considerations.
CLOSED SESSION
Co -Chair Broadhurst announced that the meeting would move into Closed Session for the PAG's
confidential discussion and review of confidential information, pursuant to North Carolina Statute (NCGS) 143-
318.11(x)(1); NCGS 143-318.11(a)(3); and NCGS 131E-97.3. These protect competitive healthcare activities and
attorney-client matters. He asked for a motion to move into Closed Session.
Motion: Member Fuller MOVED, SECONDED by Member McGhee to enter into a Closed Session pursuant to NCGS
143-318.11(a)(1); NCGS 143-318.11(a)(3); and NCGS 131E-97.3. These protect competitive healthcare activities and
attorney-client matters. Upon vote the MOTION CARRIED UNANIMOUSLY.
Co -Chair Broadhurst excused the public participants and convened to Closed Session at 6:00 p.m.
CONVENE TO OPEN SESSION
Co -Chair Broadhurst called the meeting back to order at 6:41 p.m. and thanked the members for a good
discussion and expressed appreciation to public who remained on the line during that time.
CHARTER DELIVERABLE #5 DISCUSSION AND VOTE (SLIDE 16)
Co -Chair Broadhurst stated the proposed motion for the fifth deliverable is that the PAG approve the core
considerations reflected in the Letter of Intent and its corresponding detailed schedules as the key terms and
conditions of the APA, and will recommend these as the key terms and conditions for inclusion in the APA that will
be presented to the New Hanover Regional Medical Center Board of Trustees and the New Hanover County Board
of Commissioners for consideration. He asked for direction from the PAG.
Motion: Member Rudyk MOVED, SECONDED by Member McGhee that the PAG approve the core considerations
reflected in the Letter of Intent and its corresponding detailed schedules as the key terms and conditions of the APA,
and will recommend these as the key terms and conditions for inclusion in the APA that will be presented to the
New Hanover Regional Medical Center Board of Trustees and the New Hanover County Board of Commissioners for
consideration. Upon vote, the MOTION CARRIED UNANIMOUSLY.
NEXT STEPS (SLIDES 17-18)
Co -Chair Biehner reviewed slide 18 and stated the next step per the PAG charter will be to vote either in
support of, or not in support of the final definitive agreement, which is the final deliverable of the PAG. The PAG will
meet on either September 291" or 301". Prior to the PAC's vote, the definitive agreement will be shared publicly and
the County will hold a public hearing. PAG members are encouraged to attend the public hearing. By early October,
the NHRMC BOT and County Commissioners, respectively, will review and vote on approval of the APA. To date, the
PAG has done great work in attending community forums on the partnership. She thanked everyone, including the
public, who have participated in these and stated that she looks forward to the four upcoming community forums.
She noted that for this meeting there are 17 lines in from the public and she thanked everyone for the interest in
this important matter.
CLOSING REMARKS AND ADJOURNMENT
There being no further business, Co -Chair Broadhurst adjourned the meeting at 6:45 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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