The Attorney General provides Consumer Alerts to inform the public of unfair, misleading, or deceptive business practices, and to provide information and guidance on other issues of concern. Consumer Alerts are not legal advice, legal authority, or a binding legal opinion from the Department of Attorney General.
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In formulating your response, organize, and refer to responsive materials by paragraph numbers.
1.1. The Purchase and Sale Agreement, including all referenced Schedules.
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 proposed transaction.
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.
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 meeting packages.
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.
2.10. Documents related to the creation of the Renaissance Zone.
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 acquirers, etc.).
2.13. Any bona fide offers to purchase the system, or individual Hospitals, within the last three years including bid packages.
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 information.
2.16. Outline of proposed organizational structure under VHS.
2.17. Strategy and agreements to retain existing management team.
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.).
3.12. DMC charitable care policy and procedures.
3.13. Charity care gross charges and costs by service and location.
3.14. Outline of all operational programs.
3.15. Outline of planned physician changes, growth and reductions.
3.17. Financial information related to GME or other educational agreements.
3.18. Any current appraisals or valuations of real estate or other assets.
3.19. Operating statistics for the last five years (i.e., payor mix, utilization statistics).
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 entities.
4.1. Audited financial statements and consolidating schedules for the last five years for Detroit Medical Center on a consolidated basis.
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 consolidating basis.
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 deferred compensation.
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 Health Systems.
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 identified managers.
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 specific person.
5.8. Proposed method(s) for monitoring levels and types of service, charity care levels, and any other contemplated commitments.
5.9. Financial projections and feasibility studies regarding the operation of VHS/DMC.
5.10. Summary of future capital commitments by location, by service line.
5.11. Sources and uses of funds analysis.
5.12. Any pro forma analyses prepared in connection with the proposed transaction.
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.