Hospital Authority approves resolutions for Palmyra purchase

Photo by J.D. Sumner

Photo by J.D. Sumner

ALBANY, Ga. -- As first reported on albanyherald.com, the Hospital Authority of Albany-Dougherty County adopted five resolutions to the asset purchase agreement for Palmyra Medical Center at its meeting Tuesday morning.

In so doing, more details were laid out regarding what will take place in the days leading up to the closing. The resolutions were also approved at a Phoebe Putney Memorial Hospital board meeting later that same day.

"The asset purchase agreement has been the subject of a great deal of activity," said Tommy Chambless, senior vice president and general counsel with Phoebe Putney Health System, at the hospital board meeting. "All of these things taking place required that there be a look back."

"While the $200 million is on the authority's books, everything at the hospital is being done on behalf of the authority. It will be reverted back," he explained.

Another one of the resolutions calls for approval of an amendment to the agreement calling for closing to take place on or before March 1, while another calls for Phoebe Putney Memorial Hospital to substitute for Phoebe North Inc. as manager of the purchased assets under the same terms as are in the management agreement approved by the authority late last year.

Also at the authority's meeting, Lin Harris of Draffin & Tucker presented an audit that showed the authority to be at $37,749 in total liabilities and unrestricted net assets. At the same time, the authority was at $33,272 in unrestricted net assets at the end of the year.

The audit also showed that $12.1 million was received by the authority from the Georgia Department of Community Health for the indigent care trust fund in 2010, while $4.2 million was paid to that same fund.

In addition, Phoebe CEO Joel Wernick gave a system update with regards to ongoing acquisitions and agreements. In addition to the Palmyra buyout, construction is still ongoing at Phoebe Sumter Medical Center in Americus, and the partnership with Dorminy Medical Center in Fitzegerald is currently being finalized.

At Phoebe Sumter, a second medical building has just opened with the third expected to follow next month.

"The Americus community is pleased," Wernick said. "We have become the talk of the town in that area."

The hospital itself is slated to open in December.

In regards to Dorminy, the decision has been made to move forward with the lease documents. The next step is to notify the state's attorney general of Phoebe's oversight and then allow for a 90-day review period.

Another issue of note at the hospital's board meeting was a change in leadership and the addition of some new faces to the board. John Culbreath is the new chairman of the board, and Mary Helen Dykes is vice chair. Sally Whatley, former superintendent of the Dougherty County School System, and Tim Dill, brewery vice president for MillerCoors, have been named to the board.

Dill is filling the unexpired term of Gordon Stanley, who passed away last year. Whatley is replacing former chairman John Temp Phillips III, who is moving to the health system board.

The first one, and most lengthy, outlines how the funds for the authority to carry out its obligations and undertakings under the purchase agreement will become available. Under this resolution, the health system will transfer to the authority $100 million as a loan to be repaid by the sale of the authority's tax exempt bonds.

The balance of the funds needed by the authority, up to an additional $100 million, will be transferred from the health system or its subsidiaries -- which includes Phoebe Putney Memorial Hospital -- to the authority as an early reversion of assets under the lease without expiration or termination of the lease.

"It (the first resolution) is more specific on how to conduct the transaction," said Jay Reynolds, the authority's attorney.

Upon the announcement in December 2010 that Phoebe was purchasing Palmyra, officials said that the cost would be a cash transaction of $195 million with an anticipated closing date of Jan. 31.

Chambless stressed that the $200 million is money that belongs to the authority, which is essentially being given back.