Catholic Medical Center & HCA Healthcare, Inc. Proposed Transaction
On June 28, 2024, pursuant to RSA 7:19-b, Catholic Medical Center, and its affiliates, submitted to the Director of Charitable Trusts notice of a proposed transaction involving HCA Healthcare, Inc.. Under the terms of the statute, the Director of Charitable Trusts has 180 days to review the proposed transaction.
Pursuant to RSA 7:19-b, the Director of the Charitable Trusts Unit will engage in a comprehensive review of HCA’s proposed acquisition of Catholic Medical Center to determine whether it complies with statute, including whether the communities served have received an analysis of how proposed transaction will meet the community’s need for access to quality and affordable physical and mental health care services. The Director’s review will include receiving public comment as to the proposed transaction as well as seeking input and advice from the New Hampshire Departments of Health and Human Services and Insurance.
Documents Received:
- Filing Letter - CMC Joint Notice of Change of Control (2024.06.28)
- CMC Joint Notice of Change of Control
- Exhibit 1 - Parties to the Transaction
- Exhibit 2 - Catholic Medical Center - Articles of Agreement
- Exhibit 3 - Catholic Medical Center - Amended and Restated Bylaws
- Exhibit 4 - Audited Consolidated Financial Statements for Fiscal Year Ending September 30 2023 - CMC Healthcare System and Affiliat~ 4857-9352-5452 v.1
- Exhibit 5 - Unaudited Quarterly Report for Quarter Ending March 31 2024 - CMC Healthcare System and Affiliates
- Exhibit 6 - Alliance Ambulatory Services - Articles of Agreement
- Exhibit 7 - Alliance Ambulatory Services - Bylaws
- Exhibit 8 - Catholic Medical Center Physician Practice Associates - Articles of Agreement
- Exhibit 9 - Catholic Medical Center Physician Practice Associates - Bylaws
- Exhibit 10 - CMC Healthcare System - Articles of Agreement
- Exhibit 11 - CMC Healthcare System - Bylaws
- Exhibit 12 - HCA Healthcare Inc. Consolidated Income Statements (2023 2022 & 2021)
- Exhibit 13 - Executive Summary of Key Terms of the Transaction (redacted)
- Exhibit 14 - Asset Purchase Agreement (redacted)
- Exhibit 15 - Catholic Medical Center - Secretary's Certificate attesting to Resolutions at a Meeting of the Board of Trustees on June 4 2024
- Exhibit 16 - Alliance Ambulatory Services - Secretary's Certificate attesting to Resolutions at a Meeting of the Board of Trustees on June 4 2024
- Exhibit 17 - Catholic Medical Center Physician Practice Associates - Secretary's Certificate attesting to Resolutions at a Meeting of the Board of Dire~
- Exhibit 18 - CMC Healthcare System - Unanimous Written Consent of the Board of Governors dated June 4 2024
- Exhibit 19 - CONFIDENTIAL CMC BOT Meeting Minutes 5.26.2022 (Redacted)
- Exhibit 20- CONFIDENTIAL CMC Strategic Planning Meeting Minutes 6.6.2022 (Redacted)
- Exhibit 21 - CONFIDENTIAL CMC Strategic Planning Meeting Minutes 7.18.2022 (Redacted)
- Exhibit 22 - CONFIDENTIAL CMC Strategic Planning Meeting Minutes 8.01.2022 (Redacted)
- Exhibit 23 - CONFIDENTIAL CMC BOT Meeting Minutes 6.30.2022 (Redacted)
- Exhibit 24 - CONFIDENTIAL CMC BOT Meeting Minutes 8.25.2022 (Redacted)
- Exhibit 25 - Community Needs Assessment Report for Greater Manchester (2022)
- Exhibit 26 - Community Benefits Report (July 31 2023) - CMC
- Exhibit 27 - CONFIDENTIAL - Board Presentation 'Partnership Selection & Future of GraniteOne'
- Exhibit 28 - CONFIDENTIAL CMC Strategic Planning Meeting Minutes 11.07.2022 (Redacted)
- Exhibit 29 - CONFIDENTIAL CMC BOT Meeting Minutes 11.17.2022 (Redacted)
- Exhibit 30 - CONFIDENTIAL CMC BOT Meeting Minutes 1.26.2023 (Redacted)
- Exhibit 31 - Form of Catholic Identity Commitment Agreement
- Exhibit 32 - Summary Slide of Mercy Hospital
- Exhibit 33 - CONFIDENTIAL CMC BOT Meeting Minutes 3.30.2023 (Redacted)
- Exhibit 34 - CONFIDENTIAL CMC BOT Meeting Minutes 2.23.2023 (Redacted)
- Exhibit 35 - CONFIDENTIAL CMC BOT Meeting Minutes 4.27.2023 (Redacted)
- Exhibit 36 - Presentation on the ERDs by Peter Cataldo
- Exhibit 37 - Presentation on Board Fiduciary Duties in Transactions by Michael Peregrine
- Exhibit 38 - CONFIDENTIAL Board Presentation Entitled 'Partnership Selection HCA dated September 25 2023'
- Exhibit 39 - CONFIDENTIAL CMC BOT Meeting Minutes 9.25.2023 (Redacted)
- Exhibit 40 - Description of how the Transaction will Meet the Community's Need
- Exhibit 41 - Statement of MHS Regarding Fulfillment of Charitable Objects
- Exhibit 42 - CONFIDENTIAL Fairness Opinion Report & Exhibits dated June 17 2024 prepared by VMG Health
- Exhibit 43 - All User Email sent by Alexander J. Walker on September 27 2023 informing employees and medical staff of execution of letter of intent wit~
- Exhibit 44 - Press Release Announcing Execution of Letter of Intent with HCA
- Exhibit 45 - Presentation at CMC Legislative Breakfast on April 19 2024
- Exhibit 46 - Sample Public Notice to Listening Session as published in the Union Leader on May 22 2024
- Exhibit 47 - Presentation provided at May 29 2024 Public Listening Session
- Exhibit 48 - Bishop's Statement
- Exhibit 49 - Executed Certification of the Board of Trustees (June 28 2024) - Catholic Medical Center
- Exhibit 50 - Executed Certification of the Board of Directors (June 28 2024) - Alliance Ambulatory Services.pdf
- Exhibit 51 - Executed Certification of the Board of Directors (June 28 2024) - Catholic Medical Center Physician Practice Associates.pdf