17 Jan Special Meeting Minutes: January 17, 2018
Indian River County Hospital District
Hospital District Conference Room
January 17, 2018
Dr. Michael Weiss
Ann Marie McCrystal
Ann Marie Suriano
Jennifer Peshke, Esq.
Val Larcome, Esq.
James Large, M.D.
David Green- via telephone
Tim Stewart- via telephone
Convene Meeting – Marybeth Cunningham, Chairwoman
Mrs. Cunningham convened the Special Meeting of the IRCHD Board of Trustees at 10:30 AM by welcoming those in attendance. She stated that Mr. David Green and Mr. Tim Stewart are participating in today’s meeting by telephone.
Mrs. Cunningham informed the Board of Trustees that per recommendation from the District’s transactional counsel, she, Mrs. Peshke and Mrs. Suriano have conducted interviews with multiple valuation firms. This firm would work independently to assist the District during the negotiations of the definitive agreement and ensure that the District receives proper consideration in the final deal. She explained that Mr. Boyles and Mr. Burgdorfer provided several recommendations to quality firms across the county and they interviewed five firms in total. There was Trustee discussion concerning this matter and Mrs. Zudans voiced her frustration in not being informed of this process and that the interviews had already begun. Mrs. Peshke stated that the final recommendation will be brought before the board for approval.
Mrs. Cunningham stated that before Trustee discussion a representative from Juniper Advisory would be providing an update concerning the project timeline. She stated that today’s meeting would be focused on information sharing only and she asked that the Trustee refrain from ranking any suitors in order of their preference. Additionally, she thanked the Trustees who attended the due diligence visits, for their time and participation in the process, along with the Trustees who participated via telephone.
Lastly, Mrs. Cunningham stated that the IRMC Board of Directors will be holding a special meeting on January 22, 2018 at 4:00 PM, which will be similar to the meeting the Trustees are holding today. That meeting is open to the public and she encouraged the Trustees to attend.
IRMC Partnership Suitor Discussion-
Mr. Burgdorfer provided a historical review of the partnership process to date. He explained that Juniper will receive the refined proposals on January 22, 2018. Once they received the proposals, they will create of summary of the information, which will be available to the Trustees and public on January 29. Additionally, the Trustees will be given the opportunity to review the full proposals at the District offices on January 28 and 29. Juniper will also be available on those days to answer any questions the Trustees may have concerning the documentation. Further, on January 30, Juniper will provide a presentation of the summary proposals to the District Board of Trustees and the IRMC Board of Directors, which will also be open to the public. Subsequently, both boards will then meet separately to discuss and vote on a final suitor.
Mr. Burgdorfer further explained the process, after the boards agree on a partner. He explained that a Letter of Intent would be sent to the suitor, which is non-binding. This letter gives the suitor exclusive right to negotiate with the District and IRMC, on a set of Definitive Agreements.
There was Trustee discussion concerning this timeline and Mrs. Zudans and Dr. Weiss felt that two days was not enough time to review the refined proposals. However, there were other Trustees who felt they have had ample time to conduct independent research and that they information provided in the refined proposals who not likely change their decision moving forward. It was clarified by legal counsel that if on January 30 during discussions any Trustee felt that they could not make a decision based on lack of time, that Trustee could request a motion to reconvene the meeting for the next day to continue discussions. There was further discussion surrounding the District’s legal obligation to the County Commission, if the District would elect to sell IRMC.
The District Trustees conducted a round table discussion in which each Trustee provided their input concerning each suitor. The Trustees who attended the due diligence visits discussed their findings and impressions of the different health systems that they visited.
Mr. Bob Anwaerter, community member, discussed the complexity of this transaction based on his 30 years of experience in mergers and acquisitions. He feels that the refined proposals should be available to the public on January 22, when they are received by Juniper Advisory.
Mrs. Vicki Soule, CEO of Treasure Coast Community Health, asked that the Trustees consider the best fit for Indian River County that would ensure collaborative and cooperation with the other health agencies in the community.
Ms. Nancy Marx-Erikson, community member stated that she feels the turnaround time of the refined proposals from Juniper to the Trustees, is not enough time for them to review the documents.
Adjourn- The meeting was adjourned at 12:30 PM