The proposed deal for the University of Minnesota to buy back its teaching hospital is entering a key phase, with the U and Fairview Health Services having hired consultants and exchanged data to determine a reasonable price tag for the sprawling medical center in Minneapolis.
What’s a fair price for University of Minnesota Medical Center?
U, Fairview entering key valuation phase in potential deal to sell the teaching hospital in Minneapolis.
The Minnesota Star Tribune
May 10, 2024 at 2:40PM
Within the next six weeks, the U and Fairview hope to get close to a consensus on price. If they can, the two sides will move to the next phase of the transaction, which includes a re-write of their complex affiliation agreement, said Myron Frans, senior advisor on the deal to the U’s interim president.
The U and Fairview signed a letter of intent in February to transfer ownership of University of Minnesota Medical Center (UMMC), which the health system acquired in a financial bailout during the 1990s.
Fairview maintains that the sale price must cover the health system’s debt on the facilities, the document notes. The letter also expressed the university’s position that it should not pay more than fair value for the medical center, irrespective of outstanding debt.
“We have to get to some major threshold issues, to make sure we’re on the right track,” Frans said in an interview. “It’s going to be whatever it’s going to be … but our intent would be to do it in less than six weeks.”
He added: “At this point, obviously, we are on track. We don’t have any warning signs.”
Minneapolis-based Fairview Health Services said in a statement: “Everything is on track with the timeline outlined in the [letter of intent].”
The letter of intent came 15 months after Fairview proposed an ill-fated merger with South Dakota-based Sanford Health. U officials opposed the marriage as it would have transferred control of UMMC to an out-of-state entity.
About 70% of physicians practicing in Minnesota trained at the university, where the U hospital is a primary teaching and training venue. Fairview employs about 34,000 people and runs one of the state’s largest health systems.
On Thursday, documents presented to a subcommittee of the U’s board of regents included a timeline with the impending milestone for whether to proceed.
Fairview and the U have each hired consulting firms to help place a value on the hospital, Keith Ghezzi, managing director of Alvarez & Marsal, said during the subcommittee meeting.
“The next major decision point will be after a preliminary valuation has been performed by [each side’s consultant] and we have an opportunity to see how those valuations may align,” Ghezzi said.
As it now stands, the U and Fairview would have a first closing of the transaction by the end of this year, with the U paying Fairview 51% of the negotiated price at that time. Funds for the health system’s remaining stake would be placed in escrow. A second closing, including transfer of the remaining funds, would happen by the end of 2027.
Ghezzi’s firm is one of three consultants the university has hired to work on the proposed acquisition.
“We’re moving forward and we’re thrilled with the expertise the university administration has brought to bear on this,” Janie Mayeron, the board of regents chair, said Thursday after the subcommittee meeting.
Consultants thus have received about half of the data they need from Fairview in order to develop the valuation, Ghezzi said. That’s not a worrisomely small amount, Frans said, noting that it takes time for Fairview to extract financial data on University of Minnesota Medical Center from the health system’s broader financials.
Frans, who earlier this year retired after serving as the U’s senior vice president for finance and operations, is a Fairview board member.
The university wants to own the teaching hospital to control governance and operations, Frans said, including infrastructure investments that could make it easier for patients to receive unique specialty services at UMMC.
“We have a capacity problem — we’re more than full almost every day,” Frans said. “We want to be able to make sure that we provide the access to the people of Minnesota, to that level of care.”
University of Minnesota Medical Center includes a large hospital for adult patients on the East Bank campus as well as a pediatric hospital and inpatient mental health facility near the U’s West Bank campus. Fairview currently owns all three of these facilities.
UMMC also includes a large outpatient surgery and specialty care center on the East Bank campus that is jointly operated by Fairview and the U in a building that’s owned by the university. The sale would give the U ownership of all four operations.
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