Williamson Health trustees unanimously recommend sale to Ascension Saint Thomas; county commission to review terms

Beau Butler, chairman of the Williamson Health Board of Trustees, told the Williamson County Board of Commissioners at a special meeting that the trustees "unanimously voted for a change of ownership to Ascension Saint Thomas," and presented the board's review of a multi-round request-for-proposal process that produced three finalists: Ascension Saint Thomas, HCA and Optum.

The board and its advisers said Ascension and HCA each offered a $700 million upfront purchase price. Kaufman Hall reported that Ascension Saint Thomas proposed $235 million in capital commitments over 10 years (plus an estimated $15 million in electronic health-record investments), yielding an approximate combined consideration of $950 million when commitments are included; HCA proposed $200 million in capital commitments (plus an estimated $10 million in EHR) for an approximate combined figure of $910 million. Optum's proposal was described as a managed-services arrangement and did not include an upfront purchase price.

Phil Mazuca, Williamson Health chief executive officer, and Ed LeMaster of Kaufman Hall laid out other financial details: Ascension proposed an escrow or holdback in the range of $70 million and a deposit/break fee of about $7 million; HCA proposed a $100 million community foundation/escrow structure and up to $5 million for documented regulatory expenses. Kaufman Hall said approximately $100 million of current cash on the balance sheet would be retained by the system, and that roughly $225 million in bonds tied to the hospital would likely need to be defeased at closing, reducing net proceeds available to the county.

The advisers also quantified local tax implications: Kaufman Hall reported estimates that a for-profit purchaser could generate about $1.2 million annually in Williamson County property taxes and roughly $700,000 in local option sales/use tax; Ascension, as a nonprofit, proposed an alternative $4 million-per-year payment for five years as a partial substitute for tax receipts (with a reported net present value in the advisers' summary of roughly $15 million for that commitment).

Board members and physician trustees repeatedly emphasized nonfinancial priorities. Dr. Heather Root, a physician trustee and Williamson Health chief of staff, said physician trustees had pressed for protections for staff, the medical staff and the system's culture and said the board believed Ascension's proposal best aligned with those priorities: "We have found that partner in Ascension," she said.

Public commenters raised concerns about the pace of the process, potential conflicts of interest and the disposition of proceeds. Carrie Scott said some commissioners also sit on the hospital board and said the public might perceive a conflict even if trustees found none. Steve Hickey, chairman of the Williamson County Republican Party, urged that net proceeds after debts be returned transparently to the Williamson County general fund and said employee and community protections must be stronger and longer-term than the one-year employment guarantees reported in the bidders' terms.

Beau Butler said the presentation was informational and described next steps: commissioners would receive a packet containing the presentation, the independent committee and financial reports, the RFP documents and the three final proposals; Foley & Lardner, retained as transaction counsel for the county, will work with trustees and Ascension to draft a nonbinding letter of intent that the commission would be asked to approve before any definitive agreement or closing. County outside counsel Jess Veil reminded commissioners that authority to approve a sale rests with the elected county commission and that the attorney general's review will examine fair market value, process and documentation supporting the transaction.

Commissioners asked for additional detail and time to review the materials. Commissioners and counsel said they expected multiple rounds of negotiation on the letter of intent and that the attorney general's statutory review period (45 days) would apply once the appropriate materials were submitted. Staff and counsel said the materials used in the evaluation process would be made available to commissioners and, subject to legal review, to the public, with preference for electronic copies to aid searches.

No county commission vote occurred at the meeting; trustees' unanimous recommendation begins a sequence of review steps that the commission said it would follow. Commissioners were told to expect more education and document access as Foley & Lardner and the trustees refine the letter of intent and move toward a future special meeting where commissioners would consider formal action.