In formulating your response, organize and refer to responsive materials by paragraph numbers.
1.0. Purchase and Sale Agreement and Related Agreements.
1.2. All proposed written agreements, letters of intent,
memoranda of understanding, or other agreements
entered into or to be entered into by the transacting
parties which relate to or effectuate any part of the
1.3. All documents referenced in the agreement as being
exchanged between the parties including but not limited
to business agreements, cost reports, plans of corrections,
etc. referred to in sections 3.16, 3.17, and 3.18.
2.0. Process Review Outline of the process which determined the
sale and selection of VHS including:
2.1. Due diligence documentation.
2.2. All third party reports including any fairness opinions
rendered in the transaction and corresponding work papers.
2.3. Board minutes, committee minutes, correspondence, and
2.4. Minutes and meeting packages of DMC's Finance
Committee and any other committees or task force
formed to study the proposed transaction or any similar
transaction contemplated in the past three years.
2.5. Financial proformas.
2.6. Financial projections.
2.7. Actual historical weekly cash flows.
2.8. Conflicts reviews, including the name, phone number, and
occupation of all officers, members of the board of directors,
trustees, executive and senior level management of the
transacting parties, including for each position, current
persons and person holding the position during the last year.
2.9. Presentations made by DMC to any third party that relate
to the transaction.
2.11. Listing of all parties interested in acquiring DMC and a
summary of information received on the sale opportunity.
2.12. Documents related to alternatives considered by Detroit
Medical Center (e.g., offering memoranda or other
documents sent to potential acquirers, list of potential
2.13. Any bona fide offers to purchase the system, or individual
Hospitals, within the last three years including bid
2.14. Any consulting studies prepared in the last three years
related to the financial performance of Detroit Medical
Center and/or the proposed transaction.
2.15. DMC's current organizational chart and contact
2.17. Strategy and agreements to retain existing management
3.0. Transaction Review
3.1. Sources and uses of sale proceeds from DMC perspective.
3.2. Weekly cash flow statements: 26-weeks of actual weekly
cash flows and 13-weeks of forecast weekly cash flows.
3.3. Budgets for current year by location and by department.
3.4. Complete listings of corporate entities, operating units and
locations with notations on which will be acquired,
transferred, disposed, retained or otherwise arranged for.
3.5. The following historical statistical information for Detroit
Medical Center by location, by department; monthly,
three-year historical, and current year-to-date.
3.5.1. Census, ED visits, discharges, ALOS,
surgeries and other procedures, clinic
encounters, imaging procedures by type,
any other statistical information (e.g.
births, ICU census).
3.5.2. Detailed staffing levels.
3.5.3. Gross charges and net revenue by payor.
3.6. Listing of services offered by each hospital. Include
services offered that are shared with any other entity,
community or civic group, or governmental unit.
3.7. List of all DMC assets and identification of any not
contemplated as being part of the sale. Detail any
plans for disposition or continued operation and
maintenance of all assets.
3.8. Documentation regarding any currently existing foundations
related to DMC including financials, operations, originating
documents, bylaws, Board of Trustees, and the sources
and uses of funds.
3.9. All assumed contracts and agreements related to the
proposed transaction including but not limited to physician
agreements, research programs, benefit plans, all contracts
contemplated in agreement section 3.18, etc.
3.10. Agreements with Wayne State or other educational
programs regarding GME or other training.
3.11. Any significant existing contracts (employment agreements,
covenants not to compete, agreements with physician
groups, supplier agreements, loan or lease agreements,
labor contracts etc.).
3.13. Charity care gross charges and costs by service and
3.14. Outline of all operational programs.
3.15. Outline of planned physician changes, growth and
3.17. Financial information related to GME or other educational
3.18. Any current appraisals or valuations of real estate or other
3.19. Operating statistics for the last five years (i.e., payor mix,
3.20. Latest interim operating statistics and interim operating
statistics for the comparable period for the prior year.
3.21. Post-closing plan and information on any surviving DMC
4.0. DMC Financial Information and Valuation
4.1. Audited financial statements and consolidating schedules for
the last five years for Detroit Medical Center on a consolidated
4.2. Financial statements for the last five years by month for
each of the Hospitals and Hospital Businesses as defined
in the Purchase and Sale Agreement, by location, by
department on an individual and consolidating basis.
4.3. Latest interim financial statements and interim financial
statements for the comparable period for the prior year
by month for each of the Hospitals and Hospital Businesses
by location, by department on an individual and
4.4. Current budgets and/or projections for each of the Hospitals
and Hospital Businesses by location, by department.
4.5. List of subsidiaries or financial interests in other companies
or joint ventures and corresponding financial statements for
the last three years.
4.6. Listing of any contingent or off-balance sheet liabilities.
4.7. Listing of any non-operating assets or liabilities.
4.8. Identify all financial relationships with for-profit entities
where DMC serves as a source of funds or is allocated
a share of profit/loss. Include financial statements for
three years for any identified entity.
4.9. Accounts payable agings by vendor for the current month
and previous three fiscal year ends.
4.10. Accounts receivable agings by payor for the current month
and previous three fiscal year ends.
4.11. Background and operating performance information on
captive insurance company.
4.12. Details on the defined benefit plan to include historical
payments and current actuarial estimates.
4.13. Information on other employee benefit programs including
retirement plans, 401K plans, insurance, PTO and any
5.1. Monthly income statements, balance sheets, and cash flow
statements for the current year and the past three years.
5.2. Current budgets and financial projections for Vanguard
5.3. Detailed capital expenditure budgets and projections.
5.4. Summary of debt obligations and related financial
covenants, maturities, etc.
5.5. List of all prior non-profit acquisitions.
5.6. Corporate and personnel organizational structure for the
proposed VHS/DMC operation including any proposed
organizational charts, location changes and currently
5.7. Proposed roles for DMC senior management personnel
including any current senior management whose distinct
role has not been identified, any senior management roles
that are being filled by non-DMC personnel, and any roles
that are necessary that have not been allocated to a
5.8. Proposed method(s) for monitoring levels and types of
service, charity care levels, and any other contemplated
5.9. Financial projections and feasibility studies regarding the
operation of VHS/DMC.
5.10. Summary of future capital commitments by location, by
5.11. Sources and uses of funds analysis.
5.12. Any pro forma analyses prepared in connection with the
5.13. Credit analyst reports on Vanguard.
5.14. Ratings agency reports on Vanguard.
5.15. Any recent consulting studies rendered on the financial
performance of Vanguard.
5.16. Any strategic plans for Vanguard Health Systems.
5.17. List of other proposed or contemplated acquisitions in the
next five years.
6.2. Investment policies.
6.3. Grant mandates.
6.5. Accountings for all restricted and board designated
charitable assets for the three years preceding the
Purchase and Sale Agreement including, but not
limited to, endowments, restricted, unrestricted,
and specific purpose funds as each relates to the
Purchase and Sale Agreement, whether held by DMC,
an affiliated foundation, or any independently held trusts.
6.6. Governance and Board of Trustees outline.
6.7. Plan for transferring or disposing of charitable assets.