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California AG conditionally approves $350M sale of nonprofit to Prime Healthcare

Prime will acquire St. Francis for a net of $350 million, with a $200 million base cash price and $60 million for accounts receivable.

Jeff Lagasse, Associate Editor

California Attorney General Xavier Becerra has conditionally approved Verity Health's application to transfer ownership of St. Francis Medical Center to Prime Healthcare. The Attorney General's decision follows an earlier decision by the U.S. Bankruptcy Court of the Central District of California granting Verity's request to reject the existing collective bargaining agreements which impose legacy cost structures that it said contributed to bankruptcy.

Becerra noted that his approval of the sale of St. Francis to Prime Healthcare "protect(s) access to care for the Los Angeles communities served" by St. Francis.

"The COVID-19 public health crisis has brought home the importance of having access to lifesaving hospital care nearby in our communities," he said. "St. Francis Medical Center is not just an asset, it is an indispensable neighbor, it is the workers who serve the patients, and the doctors who save lives. We conditionally approve this sale to keep it that way."

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Prime Healthcare has built a reputation for saving financially distressed hospitals across the U.S., touting improved clinical quality. Healthgrades said Prime had hospitals named among the nation's 100 best 53 times, and has been the recipient of several Patient Safety Excellence Awards.

The Attorney General's office conducted an exhaustive review of the transaction for the past several months and carefully considered public input on the proposed transaction. The Attorney General's approval includes conditions for the sale which Prime is currently reviewing. Pending a final ruling by the Bankruptcy Court, the transaction is expected to be completed this summer.

THE LARGER TREND

In early April, the U.S. Bankruptcy Court approved the Asset Purchase Agreement for the sale of St. Francis Medical Center to Prime. Under the agreement, Prime will acquire St. Francis for a net consideration of over $350 million, including a $200 million base cash price and $60 million for accounts receivable. In addition, Prime has committed to invest $47 million in capital improvements and extend offers of employment to nearly all staff. 

The court also recently granted Verity's request to reject the existing collective bargaining agreements with two unions that represent associates at St. Francis Medical Center, SEIU and UNAC. The court noted that Prime Healthcare was the only party to submit a qualifying bid for St. Francis and that without rejecting the existing CBAs, "St. Francis would not continue to operate as a going concern, and all of the UNAC (and SEIU) represented employees would lose their jobs."

The court also noted that Prime and Verity had made multiple efforts to negotiate in good faith with the unions, and the parties devoted "hundreds of hours to negotiations," but ultimately were unable to agree on new CBAs. Further, the court determined that one of the reasons for the hospital's bankruptcy was the "legacy cost structure imposed by the existing CBAs." 

It then staid that the proposals were rejected "without good cause" by the unions. Prime said it negotiated in good faith and proposed increasingly generous offers to UNAC and SEIU with wages far above its existing agreements at its Los Angeles-area hospitals. Prime's latest offer to SEIU maintained existing wages for roughly 90% of SEIU members, and increased wages for some of them. Prime said these wages would be substantially higher than those recently voted by SEIU members at three of Prime's Los Angeles hospitals.

ON THE RECORD

"Receiving conditional approval is an important step in ensuring Prime is able to preserve the St. Francis mission for the benefit of associates, members of the medical staff and most importantly the patients and Southeast Los Angeles community that has relied on St. Francis for 75 years," said Rich Adcock, CEO of Verity Health.

"We are honored to be selected to continue the St. Francis legacy and are working to review the conditions and finalize the sale as quickly as possible," said Dr. Sunny Bhatia, CEO, Region I and chief medical officer of Prime Healthcare. "St. Francis' mission is especially critical during this pandemic and we honor the service of all caregivers. Prime has already started investments at St. Francis that will enhance patient care as we commit to continue every service line, community benefit program, charity care and expand new services to the community."
 

Twitter: @JELagasse
Email the writer: jeff.lagasse@himssmedia.com