Asset Purchase Agreement

If one person in America understands both the promise and pitfalls of hospital sales like the one proposed between Mission Health and HCA, it is former Missouri Attorney General and Governor Jeremiah “Jay” Nixon.

The good news for Western North Carolina is that Nixon will share his insights with the officials responsible for overseeing the sale of Mission to HCA, the nation’s largest for-profit hospital chain. While attorney general, he created not one but two strong, independent health foundations for the people of Missouri – one out of a transaction involving HCA, the other involving Blue Cross Blue Shield.

Nixon will start by listening to people affected by the sale and spreading the message that their opinions count with the decisionmakers in Raleigh who must approve the sale. Both the media and the public are invited to attend a roundtable at which representatives of affected communities share their hopes and fears about the future of their healthcare.

On Friday, Oct. 26, Nixon will be in Raleigh, where he will confer with staff in the office of the Attorney General – the people evaluating whether the sale truly serves the public interest, as the law says it must.

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A number of community groups and local officials in rural areas have voiced alarm over certain aspects of the sales contract submitted by Mission and HCA. They include:

• That promised protections for the hospitals and key medical services are flimsy and riddled with loopholes;

• That Mission is selling its assets too cheaply, and the public will have no knowledge of how the final figure was reached;

• That the foundation charged with making HCA live up to its promises will hesitate to do so, because its proposed board is full of Mission holdovers;

• That members of the foundation board are drawn primarily from Buncombe County and not representative of the people across the region whom they are supposed to serve. 

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These are issues Nixon knows first-hand from two transactions he oversaw as Missouri attorney general. In one, HCA bought a nonprofit hospital system, Health Midwest. Nixon personally appointed the board of the foundation that received the proceeds, insisting that board members have no ties to either HCA or Health Midwest. That foundation later sued HCA for breaching the sales agreement, winning hundreds of millions of dollars and proving why it’s vital to have an independent board.

In the second transaction, Blue Cross Blue Shield of Missouri shifted from nonprofit to for-profit status. The giant insurer argued that it had no obligation to establish a charitable foundation in the process, and the state insurance department went along. But Nixon sued Blue Cross and won, creating a foundation that today has assets of well over $1 billion.

Nixon’s goal, he said, is to help those involved in the sale create a win for all the people of the western region. “This is a tremendous opportunity,” he said. “I look forward to listening and learning as well as sharing whatever is of value from my own experience.”

Nixon is coming to North Carolina at the invitation of groups and individuals located across the region. They include SEARCH (Sustaining Essential and Rural Community Healthcare), based in Yancey and Mitchell Counties; the mayor of Highlands; COAH (Communities for Older Adult Health), based in Asheville; and Elder Law Carolina, based in Asheville.