Letter: Questions and answers concerning West Georgia Health
Earlier this month I sent Jerry Fulks, CEO West Georgia Health (WGH), some questions about the pending merger with WellStar. Within hours he answered each of them and later sent some additional information. He gave me permission to reprint our exchange.
Question #1: When will the attorney general’s office render a decision?
Jerry’s response: “The Letter of Intent (LOI) calls for a 90-day period of due diligence which ends this week, unless extended by mutual agreement. Our Board is not opposed to extending the period by a week or so, but that would have to come from WellStar as a technicality. The LOI further stipulates that a definitive agreement be reached no later than Oct. 1, 2015, allowing time after completion of due diligence for final wording to be agreed upon. We are on course to have the agreement finalized and given to the AG’s office well in advance of Oct. 1, but most certainly later than conclusion of the due diligence review. WellStar and WGH are aiming for a vote on the agreement in early September. Neither side will be authorized to sign the agreement until the document is approved by the AG’s office, meaning we probably will not be in a position to close on the transaction until early December.”
Question #2: Will there be a public hearing held in conjunction with the attorney general’s office information gathering? If so, when and where?
Jerry’s response: “The law calls for there to be a public hearing conducted by the AG’s office after they receive the definitive agreement. Georgia code covering the change in governance of West Georgia Health and similar organizations requires that the AG’s office conduct the public hearing in our county.”
Question #3: Has the 990 form for year ending 9/30/14 been posted on the IRS site? If not, when does West Georgia Medical Center, Inc. plan to submit it to the IRS?
Jerry’s response: “The I-990 filing has been extended to later in August at the request of our independent audit firm who has had our information for some time now. Extensions are routine, including our previous filings, so this is not at all out of the ordinary.”
Note that several days after Jerry’s response the WGH Board was sent a draft copy of the 990 form for the year ending 9/30/14.
Question #4: Is there anything else pertinent to the proposed merger that is available to the public?
Jerry’s response: “We have drafted a letter to the community that will be run in the LDN after we (WellStar and WGH) both agree to the terms and wording of the definitive agreement. Transactions of this nature necessarily involve many sets of eyes and the accompanying time it takes to gain everyone’s input. We are comfortable that the deal is progressing as expected and that no corners will be cut in the process of a comprehensive review.”
As evidenced by my three opinion columns earlier this year on the subject of the possibility of WGH merging with a larger healthcare provider, several letters to the editor and four hours with Fulks, Paul Perrotti, CFO of WGH, and/or Mike Patton, chairman of the WGH Board, I think this pending merger with WellStar is one of the most important decisions this area has faced in decades.
When less than 15 citizens not employed by WGH showed up at the only public hearing WGH held once WellStar was identified as the potential merger partner, I realized that while many may be concerned, VERY few took the time to learn more.
I hope that when the AG’s office announces the time and place of their public hearing that more of you will attend, feel free to ask questions and become better informed. Meanwhile, it is possible to ask questions online.
Rep. Jeff Brown, retired
Editor’s note: Mr. Brown sent a copy of his letter to West Georgia Health at the same time he submitted it to us. Jan Nichols, director of marketing/public relations at West Georgia Health, gave us the following response:
“It is true that about 15 people showed up for the presentation that night, but this fact does not fully represent the number of people we have reached out to offer information on our proposed partnership with WellStar.
Since we made the announcement on May 19, we have executed an extensive communications plan through which we presented information on our proposed WellStar partnership to several community groups including civic clubs, community organizations and the LaGrange-Troup County Chamber of Commerce Early Bird Breakfast.
In checking the rosters for each of those meetings, we reached more than 500 people total. We also have posted information on our website about our partnership plans, and we have an online address for people to submit any questions they may have on this proposal.
While there are some questions for which we do not yet have answers (as we remain in our due diligence period and no definitive agreement has been determined yet), we have answered every single question that has been posed to us in each of these meetings, as well as questions submitted to us via email.
We also have been upfront about the questions for which there are no answers yet. In addition, we have offered a community feedback email address (firstname.lastname@example.org) that we have promoted through these meetings and on our website. We agree that this strategic partnership is a matter of great interest to our community, and we believe we have made great strides in informing our community members about our reasons for seeking a strategic partner and why we believe WellStar is a good fit not only for our organization, but also for the patients and community we serve.
At this point, there is no news update to report. We are hoping to wrap up our due diligence period soon and working toward a definitive agreement. We will keep your team and our community informed as developments occur in the process.”