Frequently Asked Questions (FAQ) regarding Proposed Sale of St. Joseph Mercy - Port Huron to Prime

This page answers frequently asked questions regarding the Attorney General's review of the proposed sale of St. Joseph Mercy – Port Huron to Prime Healthcare Services. Trinity Health and Prime signed a definitive agreement in November 2014 and, subject to the Attorney General’s review, expect to close the transaction in the next 4 to 6 months.

  1. Where can I find documents related to this transaction?

To promote transparency and inform the public, documents are available on the Attorney General website.

  1. Why is Trinity Health selling St. Joseph Mercy – Port Huron to Prime?

Trinity Health has represented to the Attorney General that it is selling due to the challenges of operating St. Joseph Mercy – Port Huron, which is geographically remote from its other hospitals in the St. Joseph Mercy Health System. As part of the review, the Attorney General will review the reasons for the sale.

  1. How was a buyer chosen? Why Prime?

The Attorney General will review these questions to ensure a fair process and to verify that St. Joseph Mercy Port Huron receives fair market value for its charitable assets.

  1. Who is Prime?

Prime Healthcare Services is a privately-owned company from California. It operates 29 hospitals in 9 different states; this would be its second hospital in Michigan. In June 2014, the Attorney General approved Prime’s purchase of Garden City Hospital. More information on Prime is available on their website.

  1. What happens to the proceeds from the sale?

Michigan law requires that charitable assets be used for charitable purposes. The Attorney General will review to ensure that the hospital receives fair market value for its assets and that any proceeds are used appropriately for charitable purposes.

  1. What happens to St. Joseph Mercy – Port Huron after the sale?

St. Joseph Mercy – Port Huron will continue to serve the medical needs of the local community, albeit with a new owner—Prime Healthcare Services. Under the definitive agreement, Prime has agreed to various post-closing covenants, which the Attorney General will consider during the course of his review.

  1. Why is the Department of Attorney General involved?

In general, the Attorney General protects charitable assets in Michigan under broad common law and statutory authority. This authority extends over the merger or sale of charitable nonprofit corporations, which includes most of Michigan’s hospitals. Primarily, the Attorney General reviews these transactions to protect the charitable assets and to ensure that they are not diverted for private benefit. The Attorney General also protects restricted charitable assets, i.e., those assets that were donated for a specific purpose, to prevent these assets from being misused. For a guideline of the Attorney General’s review process, see here.

  1. How is the Attorney General involved in this specific transaction?

More specifically, the Attorney General is reviewing this transaction because the parties have conditioned the sale on receiving the Attorney General’s consent or lack of objection. In other words, the parties recognize the Attorney General’s authority in this area, are cooperating with the Attorney General’s review process, and recognize that his objection would stop the sale.

  1. What does the Attorney General review?

The Attorney General’s Review Process provides guidelines for the issues the Attorney General considers, but here are some of the main areas:

  • Valuation – What is the fair market value of the charitable assets? Is the buyer receiving sufficient consideration, i.e., money or value, in exchange for the assets being sold? In some instances, the Attorney General asks the parties to fund independent experts to assist in answering these questions.
  • Financial evaluation of buyer – Does the buyer have the financial resources to meet its promises? For example, if the buyer proposes capital improvements or expansion of services, can it meet those promises?
  • Process review – What process and events led the seller to propose a sale? Was the process fair? Were there conflicts of interests for board members and/or management? Did the seller diligently exercise its duties of loyalty and care to the organization?
  • Restricted charitable assets – Do any restricted charitable assets exist, i.e., assets donated for a specific purpose? Will these assets be adequately protected during the sale?
  • Post-transaction enforcement – How will the buyer be held to its promises? In recent transactions, the Attorney General has required the buyer to sign a corporate monitoring agreement whereby an independent monitor reviews the buyer’s compliance with the post-closing covenants and annually reports on that compliance.
  1. Will the Attorney General report the results of his review to the public?

Yes. When the Attorney General’s review is complete, he will publish a report on this website.

  1. Will there be a way for the general public to offer their views regarding the proposed sale?

Yes. The Attorney General is hosting a public forum on Thursday, April 16, so that the public can comment and submit questions regarding the sale.

Date & Time:  April 16, 2015, 5:00 - 7:00 p.m.

Location:      

Double Tree by Hilton (Ballroom 1)
800 Harker Street
Port Huron, MI 48060

The public can also comment on the proposed sale by email or by mail to:

Michigan Department of Attorney General
Attn: St. Joseph Mercy – Port Huron Review
Corporate Oversight Division
Charitable Trust Attorney
6th Floor, G. Mennen Williams Building
525 W. Ottawa St.
Lansing, MI 48913

Last updated: March 5, 2015