CON Determination Legal Notice

Legal Notice-Manchester, CT 
(Published in the Hartford Courant on June 5, 6 and 7, 2014)

Pursuant to Section 19a-486 of the Connecticut General Statutes (“C.G.S”), as expected to be amended by Public Act 14-168, a nonprofit hospital seeking to transfer a material amount of its assets or operations or change in control of operations to a person that is organized or operated for profit will be required to hold a hearing for the public on the contents of the certificate of need determination letter submitted to the Attorney General and the Office of Health Care Access (“OHCA”) not later than thirty days after receipt of the letter.

Applicants 
Eastern Connecticut Health Network, Inc.
Tenet Healthcare Corporation 
Yale-New Haven Health Services Corporation 
 
Town 
Manchester, Connecticut 
 
Proposal 
Proposed Transfer of Assets of Eastern Connecticut Health Network, Inc. and Affiliates to VHS Eastern Connecticut Health System, LLC, a Joint Venture to be formed between Tenet Healthcare Corporation and Yale-New Haven Health Services Corporation 
 
Date 
Monday, June 23, 2014 
 
Time
6:00 p.m. 
 
Place 
H. Louise Ruddell Auditorium 
Manchester Memorial Hospital 
71 Haynes Street, Manchester, Connecticut 06040 

PLEASE NOTE:
A second public hearing will be held on Tuesday, June 24, 2014 beginning at 6:00 p.m. at the Vernon Senior Center located at 26 Park Place in Vernon, Connecticut 06066. Formal notice for this hearing has been published simultaneously in the Journal Inquirer.

PROPOSAL DESCRIPTION
Eastern Connecticut Health Network, Inc., including its affiliates (collectively, “ECHN”) is seeking approval from the Office of Health Care Access (“OHCA”) and the Office of the Attorney General, for the proposed transfer of certain of the assets of ECHN, including certain assets of ECHN’s two hospitals, Manchester Memorial Hospital and Rockville General Hospital, and ECHN’s ownership interests in affiliated entities, to VHS Eastern Connecticut Health System, LLC (“VHS”), a to-be-formed, for-profit entity and joint venture between Tenet Healthcare Corporation (“Tenet”) and Yale-New Haven Health Services Corporation (“YNHHSC”). Tenet will own 80% of the membership interests of VHS and YNHHSC will own 20%. The estimated total project cost is $105,000,000, which is subject to certain adjustments, including substantial reductions for items such as outstanding indebtedness, liabilities relating to pension, retiree health, captive insurer, capital leases and asbestos abatement, and any joint venture interests that do not transfer.

The transfer will include the operating and other assets of ECHN (other than restricted charitable funds), including the properties, assets and businesses of, or ownership interests of ECHN and its affiliates in the following entities:
  • Manchester Memorial Hospital, a licensed general hospital
  • Rockville General Hospital, a licensed general hospital
  • ECHN Eldercare Services, Inc. (d/b/a Woodlake at Tolland Rehabilitation & Nursing Center), a licensed chronic and convalescent nursing home
  • Visiting Nurse and Health Services of Connecticut, Inc., a licensed home health care agency, and its direct subsidiary, A Caring Hand, LLC, a licensed homemaker-companion agency
  • Clinically Integrated Network of Eastern Connecticut, LLC
  • Connecticut Healthcare Insurance Company, Inc.
  • ECHN Corporate Services, Inc. and its direct subsidiary, Medical Practice Partners, LLC
  • ECHN Enterprises, Inc.
  • Haynes Street Property Management, LLC
The transfer is proposed to also include the purchase of ECHN’s (or an affiliate’s) ownership interests in the following joint ventures, subject to approval by other members of the joint ventures as may be required by law or by the applicable joint venture governing documents:
  • Aetna Ambulance Service, Inc., a licensed EMS organization
  • Metro Wheelchair Service, Inc., a licensed EMS organization
  • Ambulance Service of Manchester, LLC, a licensed EMS organization · Evergreen Endoscopy Center, LLC, a licensed ambulatory surgical center
  • WBC Connecticut East, LLC, a licensed mental health day treatment provider and psychiatric outpatient clinic
  • Northeast Regional Radiation Oncology Network, Inc., a licensed outpatient clinic
  • Connecticut Occupational Medicine Partners, LLC
  • Eastern Connecticut Physician Hospital Organization, Inc.
  • Pathology Laboratory Services, LLC
  • Tolland Imaging Center, LLC
  • Haynes Street Medical Associates, LLC
  • Haynes Street Medical Associates II, LLC
  • Evergreen Medical Associates, LLC
  • Evergreen Medical Associates II, LLC
Finally, the parties will work to restructure ECHN’s medical foundation, Eastern Connecticut Medical Professionals Foundation, Inc. (the “ECHN Medical Foundation”). Consistent with Connecticut law, this restructuring will take the form of either (i) a member substitution, pursuant to which Tenet or an affiliate of Tenet will become the sole member of ECHN Medical Foundation; or (ii) a transfer of the assets and liabilities of ECHN Medical Foundation to a new medical foundation, the sole member of which will be Tenet or an affiliate of Tenet.

There are a number of features of the proposed transaction that will benefit the current employees and communities served by ECHN. Although not an exhaustive list, these features will include:
  • Operation of ECHN’s assets by VHS, a unique partnership between an established for-profit national hospital company and one of the nation’s leading academic medical centers.
  • Establishment of a local advisory board of trustees (“local board”) that will serve as a resource on topics such as capital investment , maintenance and implementation of the strategic business plans, medical staff credentialing, and quality assurance oversight. Approximately half of the governing board members will be physicians who provide the input for clinical quality and clinical programmatic planning. The balance of the local board will be comprised of individuals drawn from the local community, ensuring a mechanism for input regarding community needs and expectations.
  • A commitment to maintain and adhere to ECHN’s current policies regarding charity care, indigent care, community volunteer services and community outreach services or to adopt other policies that are at least as favorable to the community as ECHN’s current policies.
  • Offers of employment to substantially all ECHN employees with comparable salaries and benefits packages consistent with benefits packages offered to similarly situated employees at other hospitals operated by Tenet in similar markets. Existing bargaining agreements will be assumed and honored for existing terms.
  • Maintenance of ownership interest in ECHN’s continuum of care network.
  • Continued participation in graduate medical education programs and the University of New England health professions teaching programs. · Affiliation with the Yale New Haven Health System, which will provide clinical expertise and aid in comprehensive service line development.
  • A commitment to invest $75 million, beyond the estimated project cost, in routine and non-routine facility improvements, general upgrades and renovations, deferred maintenance items, and initiatives to develop, expand or acquire new programs or services, and to support the recruitment of medical staff.
No service changes are currently anticipated in connection with the proposed transaction. VHS will continue to provide care to the residents in the service area towns that have historically been served by ECHN including, Andover, Ashford, Bolton, Columbia, Coventry, East Hartford, East Windsor, Ellington, Glastonbury, Hebron, Manchester, Mansfield, Somers, South Windsor, Stafford, Tolland, Vernon, Willington, and Union.

Legal Notice-Vernon, CT 
(Published in the Journal Inquirer on June 4, 5 and 6, 2014)

Pursuant to Section 19a-486 of the Connecticut General Statutes (“C.G.S”), as expected to be amended by Public Act 14-168, a nonprofit hospital seeking to transfer a material amount of its assets or operations or change in control of operations to a person that is organized or operated for profit will be required to hold a hearing for the public on the contents of the certificate of need determination letter submitted to the Attorney General and the Office of Health Care Access (“OHCA”) not later than thirty days after receipt of the letter.

Applicants 
Eastern Connecticut Health Network, Inc. 
Tenet Healthcare Corporation 
Yale-New Haven Health Services Corporation 
 
Town 
Vernon, Connecticut 
 
Proposal 
Proposed Transfer of Assets of Eastern Connecticut Health Network, Inc. and Affiliates to VHS Eastern Connecticut Health System, LLC, a Joint Venture to be formed between Tenet Healthcare Corporation and Yale-New Haven Health Services Corporation 
 
Date 
Tuesday, June 24, 2014 
 
Time
6:00 p.m. 
 
Place 
Vernon Senior Center 
26 Park Place, Vernon, Connecticut 06066 
 
PLEASE NOTE:
A second public hearing will be held on Monday, June 23, 2014 beginning at 6:00 p.m. at the Manchester Memorial Hospital H. Louise Ruddell Auditorium located at 71 Haynes Street, Manchester, Connecticut 06040. Formal notice for this hearing has been published simultaneously in the Hartford Courant.

PROPOSAL DESCRIPTION
Eastern Connecticut Health Network, Inc., including its affiliates (collectively, “ECHN”) is seeking approval from the Office of Health Care Access (“OHCA”) and the Office of the Attorney General, for the proposed transfer of certain of the assets of ECHN, including certain assets of ECHN’s two hospitals, Manchester Memorial Hospital and Rockville General Hospital, and ECHN’s ownership interests in affiliated entities, to VHS Eastern Connecticut Health System, LLC (“VHS”), a to-be-formed, for-profit entity and joint venture between Tenet Healthcare Corporation (“Tenet”) and Yale-New Haven Health Services Corporation (“YNHHSC”). Tenet will own 80% of the membership interests of VHS and YNHHSC will own 20%. The estimated total project cost is $105,000,000, which is subject to certain adjustments, including substantial reductions for items such as outstanding indebtedness, liabilities relating to pension, retiree health, captive insurer, capital leases and asbestos abatement, and any joint venture interests that do not transfer.

The transfer will include the operating and other assets of ECHN (other than restricted charitable funds), including the properties, assets and businesses of, or ownership interests of ECHN and its affiliates in the following entities:
  • Manchester Memorial Hospital, a licensed general hospital
  • Rockville General Hospital, a licensed general hospital
  • ECHN Eldercare Services, Inc. (d/b/a Woodlake at Tolland Rehabilitation & Nursing Center), a licensed chronic and convalescent nursing home
  • Visiting Nurse and Health Services of Connecticut, Inc., a licensed home health care agency, and its direct subsidiary, A Caring Hand, LLC, a licensed homemaker-companion agency
  • Clinically Integrated Network of Eastern Connecticut, LLC
  • Connecticut Healthcare Insurance Company, Inc.
  • ECHN Corporate Services, Inc. and its direct subsidiary, Medical Practice Partners, LLC
  • ECHN Enterprises, Inc.
  • Haynes Street Property Management, LLC
The transfer is proposed to also include the purchase of ECHN’s (or an affiliate’s) ownership interests in the following joint ventures, subject to approval by other members of the joint ventures as may be required by law or by the applicable joint venture governing documents:
  • Aetna Ambulance Service, Inc., a licensed EMS organization
  • Metro Wheelchair Service, Inc., a licensed EMS organization
  • Ambulance Service of Manchester, LLC, a licensed EMS organization
  • Evergreen Endoscopy Center, LLC, a licensed ambulatory surgical center
  • WBC Connecticut East, LLC, a licensed mental health day treatment provider and psychiatric outpatient clinic
  • Northeast Regional Radiation Oncology Network, Inc., a licensed outpatient clinic
  • Connecticut Occupational Medicine Partners, LLC
  • Eastern Connecticut Physician Hospital Organization, Inc.
  • Pathology Laboratory Services, LLC
  • Tolland Imaging Center, LLC
  • Haynes Street Medical Associates, LLC
  • Haynes Street Medical Associates II, LLC
  • Evergreen Medical Associates, LLC
  • Evergreen Medical Associates II, LLC
Finally, the parties will work to restructure ECHN’s medical foundation, Eastern Connecticut Medical Professionals Foundation, Inc. (the “ECHN Medical Foundation”). Consistent with Connecticut law, this restructuring will take the form of either (i) a member substitution, pursuant to which Tenet or an affiliate of Tenet will become the sole member of ECHN Medical Foundation; or (ii) a transfer of the assets and liabilities of ECHN Medical Foundation to a new medical foundation, the sole member of which will be Tenet or an affiliate of Tenet.

There are a number of features of the proposed transaction that will benefit the current employees and communities served by ECHN. Although not an exhaustive list, these features will include:
  • Operation of ECHN’s assets by VHS, a unique partnership between an established for-profit national hospital company and one of the nation’s leading academic medical centers.
  • Establishment of a local advisory board of trustees (“local board”) that will serve as a resource on topics such as capital investment , maintenance and implementation of the strategic business plans, medical staff credentialing, and quality assurance oversight. Approximately half of the governing board members will be physicians who provide the input for clinical quality and clinical programmatic planning. The balance of the local board will be comprised of individuals drawn from the local community, ensuring a mechanism for input regarding community needs and expectations.
  • A commitment to maintain and adhere to ECHN’s current policies regarding charity care, indigent care, community volunteer services and community outreach services or to adopt other policies that are at least as favorable to the community as ECHN’s current policies.
  • Offers of employment to substantially all ECHN employees with comparable salaries and benefits packages consistent with benefits packages offered to similarly situated employees at other hospitals operated by Tenet in similar markets. Existing bargaining agreements will be assumed and honored for existing terms.
  • Maintenance of ownership interest in ECHN’s continuum of care network.
  • Continued participation in graduate medical education programs and the University of New England health professions teaching programs.
  • Affiliation with the Yale New Haven Health System, which will provide clinical expertise and aid in comprehensive service line development.
  • A commitment to invest $75 million, beyond the estimated project cost, in routine and non-routine facility improvements, general upgrades and renovations, deferred maintenance items, and initiatives to develop, expand or acquire new programs or services, and to support the recruitment of medical staff.
No service changes are currently anticipated in connection with the proposed transaction. VHS will continue to provide care to the residents in the service area towns that have historically been served by ECHN including, Andover, Ashford, Bolton, Columbia, Coventry, East Hartford, East Windsor, Ellington, Glastonbury, Hebron, Manchester, Mansfield, Somers, South Windsor, Stafford, Tolland, Vernon, Willington, and Union.


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