Hospital Sale A Bit Troubling

July 28, 2016 at 4:25 p.m.

By GARY GERARD, Times-Union Managing Editor-

I'm troubled by the way the sale of Kosciusko Community Hospital was handled.

Please understand. I do not wish to personally assail any member of the KCH board.

I know many of the board members. I believe they are attempting to do the best they can for the community. That's why they decided to serve on the board in the first place - to give something back to the community.

But it's easy to get caught up in an issue. And it's easy to follow along when someone is taking a strong lead. At the same time, it's difficult to put yourself in the position of being a roadblock to what everyone around you is calling progress. That makes it hard to vote no in a situation like this, although a couple of them did

For a not-for-profit hospital to be sold to a for-profit hospital is a complex, multi-faceted issue.

That is precisely why I am disappointed in the way it was handled locally.

It was handled in secret.

Hospital board members were required to sign non-disclosure agreements, vowing not to divulge any of the details until the sale was final.

It begs the question: Why?

As of this moment, this community still does not know the selling price, although my best guess would be in the neighborhood of $50 to $60 million. The money will be placed in the newly created Kosciusko 21st Century Foundation.

KCH was built with community money. It was built by local donations and bond sales as a not-for-profit charitable community asset. Surely, the community should have openly been involved with its sale.

Working for a newspaper puts the public's right to know at the top of my list of professional priorities. As an editor, I have directed reporters to chastise public officials in print for calling illegal meetings or refusing to release public documents.

But in the case of the hospital board, the newspaper had no recourse.

There were no laws to force public disclosure of the board's activities regarding this sale. There are public disclosure laws governing the conversion of county hospitals, but not community hospitals like ours.

Laws have been passed in other states in response to an increasing number of not-for-profit hospital conversions and public concern regarding the fairness of the transactions and the potential loss of community benefits.

Those laws vary from state to state, but most contain specific provisions that require advance notice, state review and approval, and public disclosure and/or hearing when a not-for-profit hospital is sold to a for-profit company.

It's too late for Kosciusko County, but isn't it comforting to know that the state attorney general's office is considering using our experience as the catalyst for introducing public disclosure legislation in Indiana? And isn't it kind of ironic to know that what our local hospital did would have been against the law in a number of states?

The lack of public disclosure isn't the only concern I have regarding the sale of KCH.

Also bothersome is the way the Health Net board of directors was disbanded. Health Net is a subsidiary of KCH and serves as the holding company for all KCH and health-related properties. The Health Net board of directors was asked to ratify the sale of KCH. Some of those board members were hesitant to do so after they were given an incomplete copy of a letter of intent and purchase agreement. Since papers provided to them didn't include the sale price, and required a promise of no public disclosure, Health Net board members took no action on the transaction.

Willis Alt, president of the KCH board, told us that three members of the Health Net board asked to be removed. The KCH board then approved a new Health Net board headed by Alt on Monday.

But the three board members all deny asking to be removed. One, in fact, told us that "we didn't request to be removed and we didn't resign. We simply refused to sign over the assets of Health Net until we had complete information on the sale."

That doesn't sound healthy. Somebody isn't telling the truth.

Following are some other concerns and questions relating to the KCH sale. The Times-Union will happily provide the space necessary for hospital officials to respond, if they so desire.

Conversions of not-for-profit hospitals represent a redeployment of millions of dollars in charitable assets and signal a fundamental change in the traditional not-for-profit structure of our local health care delivery system.

What does this mean for the community?

Local hospital officials have stated that the net effect of for-profit takeovers is increased efficiency and expanded services.

But not-for-profits traditionally provide a disproportionate share of of low-volume, high-cost services. Will a for-profit hospital be as committed to providing these potentially money-losing services?

Uninsured people rely on hospitals for access to health care services.

Will for-profit hospitals cater to these individuals?

Generally, when a big company takes over a small company does the big company pour lots of money into its new acquisition? Does it expand it?

Does it increase the number of local employees? Does it make a commitment to honor contracts or agreements with existing employees?

In my experience, quite the contrary has been true.

Perhaps the health care industry is different. Perhaps the new owners of KCH will invest lots of money in this community. But how would we know?

And why weren't we allowed to ask before the sale was complete?

KCH officials have stated that converting the hospital to for-profit status will inject lots of property tax dollars into local taxing units.

True. The hospital currently enjoys tax exemptions. But aren't property taxes an operating expense for a business? Who pays those expenses?

And won't any money gained in property taxes be far outstripped by hospital profits leaving the community that are currently staying here?

When a national chain buys a local hospital, control of the facility is taken away from a local board of trustees and given to a board of directors of a corporation in another state. I would assume that any corporation able to afford the price tag for KCH is operating under the same basic philosophy as GM, IBM or Microsoft - increase shareholder wealth. What will happen when the needs of the community collide with the interests of the investors?

I recently attended the KCH Founders Ball at Tippecanoe Country Club. It was a delightful evening and it raised a substantial amount of money.

I know at least a couple KCH Foundation board members who feel a bit slapped in the face by this sale.

They were good enough to donate their time in the community to raise funds for the hospital, but were kept completely in the dark about the sale.

Why?

What will happen to the money raised by the KCH Foundation?

What will happen to the KCH Foundation?

Will KCH Foundation board members be asked to join the board and help guide the 21st Century Foundation?

Who will invest the $50 or $60 million in proceeds that will be directed into the 21st Century Foundation?

My understanding is that local financial types asked KCH about being included in the investment opportunities created by the KCH sale. They were turned down.

Does this mean the plan to invest proceeds from the sale has already been completed with no input from the community?

I realize there are a lot of question marks in this column, but I believe the community that built KCH deserves the answers. [[In-content Ad]]

I'm troubled by the way the sale of Kosciusko Community Hospital was handled.

Please understand. I do not wish to personally assail any member of the KCH board.

I know many of the board members. I believe they are attempting to do the best they can for the community. That's why they decided to serve on the board in the first place - to give something back to the community.

But it's easy to get caught up in an issue. And it's easy to follow along when someone is taking a strong lead. At the same time, it's difficult to put yourself in the position of being a roadblock to what everyone around you is calling progress. That makes it hard to vote no in a situation like this, although a couple of them did

For a not-for-profit hospital to be sold to a for-profit hospital is a complex, multi-faceted issue.

That is precisely why I am disappointed in the way it was handled locally.

It was handled in secret.

Hospital board members were required to sign non-disclosure agreements, vowing not to divulge any of the details until the sale was final.

It begs the question: Why?

As of this moment, this community still does not know the selling price, although my best guess would be in the neighborhood of $50 to $60 million. The money will be placed in the newly created Kosciusko 21st Century Foundation.

KCH was built with community money. It was built by local donations and bond sales as a not-for-profit charitable community asset. Surely, the community should have openly been involved with its sale.

Working for a newspaper puts the public's right to know at the top of my list of professional priorities. As an editor, I have directed reporters to chastise public officials in print for calling illegal meetings or refusing to release public documents.

But in the case of the hospital board, the newspaper had no recourse.

There were no laws to force public disclosure of the board's activities regarding this sale. There are public disclosure laws governing the conversion of county hospitals, but not community hospitals like ours.

Laws have been passed in other states in response to an increasing number of not-for-profit hospital conversions and public concern regarding the fairness of the transactions and the potential loss of community benefits.

Those laws vary from state to state, but most contain specific provisions that require advance notice, state review and approval, and public disclosure and/or hearing when a not-for-profit hospital is sold to a for-profit company.

It's too late for Kosciusko County, but isn't it comforting to know that the state attorney general's office is considering using our experience as the catalyst for introducing public disclosure legislation in Indiana? And isn't it kind of ironic to know that what our local hospital did would have been against the law in a number of states?

The lack of public disclosure isn't the only concern I have regarding the sale of KCH.

Also bothersome is the way the Health Net board of directors was disbanded. Health Net is a subsidiary of KCH and serves as the holding company for all KCH and health-related properties. The Health Net board of directors was asked to ratify the sale of KCH. Some of those board members were hesitant to do so after they were given an incomplete copy of a letter of intent and purchase agreement. Since papers provided to them didn't include the sale price, and required a promise of no public disclosure, Health Net board members took no action on the transaction.

Willis Alt, president of the KCH board, told us that three members of the Health Net board asked to be removed. The KCH board then approved a new Health Net board headed by Alt on Monday.

But the three board members all deny asking to be removed. One, in fact, told us that "we didn't request to be removed and we didn't resign. We simply refused to sign over the assets of Health Net until we had complete information on the sale."

That doesn't sound healthy. Somebody isn't telling the truth.

Following are some other concerns and questions relating to the KCH sale. The Times-Union will happily provide the space necessary for hospital officials to respond, if they so desire.

Conversions of not-for-profit hospitals represent a redeployment of millions of dollars in charitable assets and signal a fundamental change in the traditional not-for-profit structure of our local health care delivery system.

What does this mean for the community?

Local hospital officials have stated that the net effect of for-profit takeovers is increased efficiency and expanded services.

But not-for-profits traditionally provide a disproportionate share of of low-volume, high-cost services. Will a for-profit hospital be as committed to providing these potentially money-losing services?

Uninsured people rely on hospitals for access to health care services.

Will for-profit hospitals cater to these individuals?

Generally, when a big company takes over a small company does the big company pour lots of money into its new acquisition? Does it expand it?

Does it increase the number of local employees? Does it make a commitment to honor contracts or agreements with existing employees?

In my experience, quite the contrary has been true.

Perhaps the health care industry is different. Perhaps the new owners of KCH will invest lots of money in this community. But how would we know?

And why weren't we allowed to ask before the sale was complete?

KCH officials have stated that converting the hospital to for-profit status will inject lots of property tax dollars into local taxing units.

True. The hospital currently enjoys tax exemptions. But aren't property taxes an operating expense for a business? Who pays those expenses?

And won't any money gained in property taxes be far outstripped by hospital profits leaving the community that are currently staying here?

When a national chain buys a local hospital, control of the facility is taken away from a local board of trustees and given to a board of directors of a corporation in another state. I would assume that any corporation able to afford the price tag for KCH is operating under the same basic philosophy as GM, IBM or Microsoft - increase shareholder wealth. What will happen when the needs of the community collide with the interests of the investors?

I recently attended the KCH Founders Ball at Tippecanoe Country Club. It was a delightful evening and it raised a substantial amount of money.

I know at least a couple KCH Foundation board members who feel a bit slapped in the face by this sale.

They were good enough to donate their time in the community to raise funds for the hospital, but were kept completely in the dark about the sale.

Why?

What will happen to the money raised by the KCH Foundation?

What will happen to the KCH Foundation?

Will KCH Foundation board members be asked to join the board and help guide the 21st Century Foundation?

Who will invest the $50 or $60 million in proceeds that will be directed into the 21st Century Foundation?

My understanding is that local financial types asked KCH about being included in the investment opportunities created by the KCH sale. They were turned down.

Does this mean the plan to invest proceeds from the sale has already been completed with no input from the community?

I realize there are a lot of question marks in this column, but I believe the community that built KCH deserves the answers. [[In-content Ad]]

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