Quorum Health Corporation Files Amendment to Form 10 With
Securities and Exchange Commission
FRANKLIN, Tenn.--(BUSINESS WIRE)--Nov. 20, 2015--
Community Health Systems, Inc. (NYSE: CYH) today announced the future
board of directors and additional future executive officers for its
planned spin-off company, Quorum Health Corporation. Also today, Quorum
Health Corporation filed its second amendment to the Form 10 with the
Securities and Exchange Commission in which the Company provides
additional information about the planned spin-off transaction and the
new company.
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Future Quorum Health Corporation Board of
Directors
James T. Breedlove
Adam Feinstein
William
M. Gracey
Joseph A. Hastings, D.M.D.
William S. Hussey
Thomas
D. Miller
Barbara R. Paul, M.D.
R. Lawrence Van Horn, Ph.D.
Previously, Community Health Systems announced that Thomas D. Miller
will serve as chief executive officer, Michael J. Culotta will serve as
chief financial officer, and Martin D. Smith will serve as executive
vice president of operations of Quorum Health Corporation. Three
additional future executive officers of the new company were named today.
Future Quorum Health Corporation Executive
Officers
Thomas D. Miller, Chief Executive Officer
Michael
J. Culotta, Chief Financial Officer
Martin D. Smith, Executive Vice
President
Shaheed Koury, M.D., Quality and Medical Staff Relations
James
M. Hayes, Operations
R. Harold McCard, Jr., General Counsel
Commenting on the board of directors and executive officers, Wayne T.
Smith, chairman and chief executive officer of Community Health Systems,
Inc., said, “Quorum Health Corporation will be established with a highly
committed and knowledgeable board of directors. These directors come
with a broad range of experiences and expertise, including operational,
clinical, financial and academic expertise from the healthcare sector.
Several members have served on the boards of other public and private
companies and they understand the role and importance of corporate
governance. I am extremely pleased with the leadership team we have
assembled for Quorum Health Corporation based on their track record of
success. I am confident in their abilities to lead this new enterprise
forward.”
Thomas D. Miller, who will become the chief executive officer of Quorum
Health Corporation said, “This is another significant milestone as we
prepare for the spin-off in 2016. This talented board of directors and
executive leadership team have the experience, strategic vision and
business acumen to support Quorum’s long-term growth strategies and
success by providing quality healthcare services in our communities,
building a portfolio of exceptional hospitals, and delivering value to
shareholders.”
On August 3, 2015, Community Health Systems announced its plans to form
Quorum Health Corporation by spinning off to its stockholders a group of
38 hospitals and Quorum Health Resources, LLC, a leading hospital and
management consulting business. The spin-off is intended to be tax-free
to Community Health Systems and its stockholders and is expected to be
completed in the first quarter of 2016. Quorum Health Corporation will
be an independent, publicly traded company and intends to have its
common stock authorized for listing on the New York Stock Exchange.
A Form 10 Registration Statement has been filed with the Securities and
Exchange Commission by Quorum Health Corporation. The transaction is
subject to customary conditions, certain legal and valuation opinions,
effectiveness of the Form 10 filing, and final approval and declaration
of the distribution by the Community Health Systems, Inc. Board of
Directors. The transaction is not subject to a stockholder vote. There
can be no assurance regarding the ultimate timing of the spin-off or
that it will be completed. Community Health Systems may, at any time,
and for any reason until the proposed transaction is complete, abandon
the spin-off or modify or change the terms.
A copy of the Form 10 Registration Statement, including subsequent
amendments, is available on the Investor Relations page of Community
Health Systems’ website: www.chs.net.
Future Quorum Health Corporation Board of
Directors
James T. Breedlove, 68, retired in
January 2015 from his positions as Senior Vice President, General
Counsel and Corporate Secretary of Praxair, Inc. He joined Praxair in
2004 as Vice President, General Counsel and Corporate Secretary and
became Senior Vice President in 2006. At Praxair, Mr. Breedlove oversaw
Praxair’s Government Relations, Real Estate and Facilities
Administration teams, led Praxair’s global legal department of over
seventy lawyers and was responsible for managing international
regulatory, compliance, transactional, securities law and corporate
governance issues. Prior to his engagement with Praxair, Mr. Breedlove
served as General Counsel for General Electric Company’s global
Equipment Management business from 2002 to 2004, having previously
served as a Vice President and General Counsel to a division of General
Electric Capital Corporation from 1992 to 2002. Mr. Breedlove was an
assistant to the Attorney General in the U.S. Department of Justice from
1990 to 1992. Prior to that, Mr. Breedlove held several positions with
Philip Morris Capital Corporation from 1978 to 1990, after having begun
his career as an associate at Davis Polk & Wardwell. Mr. Breedlove holds
a B.A. degree from Harvard College, as well as an M.B.A. from Harvard
Business School and J.D. from Harvard Law School.
Adam Feinstein, 43, is Co-Founder and Managing Partner of Vesey
Street Capital Partners, L.L.C., a healthcare services private equity
fund formed in 2014 and has been a Managing Partner since that time.
From 2012 to 2014, Mr. Feinstein served as the Senior Vice President of
Corporate Development, Strategic Planning and Office of the CEO at
Laboratory Corporation of America Holdings (LabCorp) and prior to that
served as a Managing Director in Equity Research at Barclays Capital
from 2008 to 2012. Since August 2015, Mr. Feinstein has served as a
director of Surgery Partners, Inc., a healthcare services company that
provides surgical and related ancillary care solutions in support of
patients and physicians. He is also a board member at ScribeAmerica, a
leading provider of medical scribes, and Imedex, a leading provider of
accredited medical education. Mr. Feinstein is a CFA charterholder and
has a B.S. in Business from the Smith School at the University of
Maryland at College Park. He also completed the Nashville Healthcare
Council Fellows program. Mr. Feinstein has significant experience with
companies that provide services to hospitals, physicians, payors and
post-acute care.
William M. Gracey, 62, served as President and Chief Executive
Officer of Blue Cross and Blue Shield of Tennessee Inc. (“BCBST”) from
2012 until his retirement in 2015. He joined BCBST in 2010 as President
and Chief Operating Officer. Mr. Gracey served on the board of directors
of BCBST for four years prior to becoming Chief Operating Officer. Prior
to joining BCBST, Mr. Gracey held multiple positions with LifePoint
Hospitals, Inc. (now LifePoint Health, Inc.), including Executive Vice
President from 2008 to 2009, Chief Operating Officer from 2004 to 2008,
and a Division President from 1999 to 2004. While at LifePoint, Mr.
Gracey was responsible for managed care contracting and management of
numerous physician-hospital networks. Mr. Gracey held multiple senior
operating and management positions with Hospital Corporation of America
from 1983 to 1999, including as a division president. Mr. Gracey is a
past chairman of the Tennessee Hospital Association. Mr. Gracey holds a
B.A. in Psychology from the University of Texas and a Master of Science
in Healthcare Administration from Trinity University.
Joseph A. Hastings, D.M.D., 61, is a private practice
orthodontist in Mobile, Alabama. He received a B.A. degree from the
University of Alabama at Birmingham and graduated from the University of
Alabama at Birmingham School of Dentistry. He completed his
post-doctoral training at the Louisiana State University School of
Dentistry in New Orleans.
William S. Hussey, 66, joined Community Health Systems in 2001
where he has held several positions including President, Division IV and
currently President, Division VI Operations. In his current position,
Mr. Hussey manages hospitals in Florida, Georgia and South Carolina and
is responsible for all Corporate and Hospital support for 25 hospitals.
Mr. Hussey and Community Health Systems have announced his retirement,
effective at the end of 2015. Prior to his engagement with Community
Health Systems, Mr. Hussey held multiple senior operating and management
positions with various health care providers, including President and
CEO of Gulfside Medical Development from 1997 to 2001; President of the
Tampa Division of Columbia/HCA Healthcare Corp. from 1992 to 1997;
Senior Vice President of the Hospital Division for Basic American
Medical from 1988 to 1992; CEO of AMI St. Joseph Hospital from 1987 to
1988). Following his retirement from Community Health Systems, it is
anticipated that he will continue to provide certain consulting services
to CHS. Mr. Hussey earned a B.S. degree from Nebraska Wesleyan
University and a Master of Health Administration from Tulane University.
Thomas D. Miller, 57, will serve as the Chief Executive
Officer of Quorum Health. He currently serves as president of Division V
Operations for Community Health Systems and oversees the operations of
affiliated hospitals in Indiana, New Jersey, Ohio and Pennsylvania. He
joined Community Health Systems in connection with the acquisition of
Triad Hospitals, Inc. in July 2007. Mr. Miller has more than 30 years of
experience in hospital operations and executive management. Prior to
joining Community Health Systems, from 1998 through 2007, he served as
the president and chief executive officer of Lutheran Health Network in
northeast Indiana, a system that has grown to include eight hospital
facilities. During the early years of his tenure at Lutheran, the health
system was operated by Quorum Health Group, Inc., a predecessor of
Quorum Health Resources. Mr. Miller holds a bachelor’s degree from
Auburn University and a master’s degree in hospital and health
administration from the University of Alabama. He currently serves on
the Board of Trustees of the American Hospital Association.
Barbara R. Paul, M.D., 61, is a Senior Medical Advisor to
Community Health Systems. Prior to her current consulting position, she
was Senior Vice President and Chief Medical Officer from 2007 through
2014 at Community Health Systems, providing leadership for several
hospital acquisitions and integrations and being responsible for
maintaining and enhancing the company’s relationship with affiliated
physicians, developing physician leaders, and providing strategic
direction. Dr. Paul previously served as Senior Vice President and Chief
Medical Officer for Beverly Enterprises, Inc. (now Golden Living, Inc.)
from 2004 to 2006, and held various positions with CMS – Centers for
Medicare & Medicaid Services from 1999 to 2004, most recently as the
Director, Quality Measurement and Health Assessment Group. Before that,
Dr. Paul practiced as a trained internist for 12 years in Northern
California. Dr. Paul currently serves as a member of the Board of
Directors of the Institute for Medical Quality, a non-profit
organization devoted to improving the quality of care delivered to
patients in California, and PearlPoint Cancer Support (formerly The
Minnie Pearl Cancer Foundation), a nonprofit cancer support
organization. Dr. Paul holds a B.S. degree in biochemistry from the
University of Wisconsin, Madison, and an M.D. from Stanford University
School of Medicine.
R. Lawrence Van Horn, Ph.D., 48, is an associate professor
of management and faculty director at Vanderbilt University’s Owen
School of Management. He is a leading expert and researcher on
healthcare management and economics. His current research interests
include nonprofit conduct, governance and objectives in healthcare
markets and the measurement of healthcare outcomes and productivity. His
research on healthcare organizations, managerial incentives in nonprofit
hospitals and the conduct of managed care firms has appeared in leading
publications. Professor Van Horn consults for national consulting firms,
providers, managed care organizations, and pharmaceutical firms.
Professor Van Horn also holds faculty appointments in the Vanderbilt
University School of Medicine and Law School. Prior to his tenure at
Owen, from 1996 to 2006, Professor Van Horn served as an associate
professor of economics and management at the William E. Simon Graduate
School of Business at the University of Rochester where he was
responsible for their graduate programs in health administration. He
currently serves on the board of Community Healthcare Trust Inc. and
co-founded Health Systems Innovation Network in 1998 where he serves as
Principal. Professor Van Horn holds a Ph.D. from the University of
Pennsylvania’s Wharton School and an M.B.A., a Master’s in Public Health
and a B.A. from the University of Rochester. Professor Van Horn has
extensive knowledge and research into healthcare industry economics and
governance and unique experience with healthcare decision makers and
business executives nationwide regarding healthcare policy.
Future Quorum Health Corporation Executive
Officers
Thomas D. Miller, 57, will serve as
Chief Executive Officer of Quorum Health.
Michael J. Culotta, 60, will serve as the Chief Financial Officer
of Quorum Health. He currently serves as vice president of Investor
Relations for Community Health Systems. Mr. Culotta joined Community
Health Systems in 2013. He is an experienced healthcare finance
executive who has served as chief financial officer at two publicly
traded companies, both of which were successful spin-offs. From 2007 to
2013, Mr. Culotta was chief financial officer of PharMerica Corporation.
He held the same role at LifePoint Hospitals from 2001 to 2007. Prior to
that, Mr. Culotta was a partner with Ernst & Young where he worked for
24 years. He earned his bachelor’s degree from Louisiana State
University and is a Certified Public Accountant, licensed in Tennessee,
Texas and Florida.
Martin D. Smith, 47, will serve as the Executive Vice President
of Operations of Quorum Health. He currently serves as Division
President—Division III Operations for Community Health Systems. Mr. M.
Smith joined Community Health Systems in 1998 as a hospital chief
executive officer. In 2005, he was named a vice president of group
operations. In 2008, he was promoted to Division President. Mr. M. Smith
currently oversees the management of Community Health Systems’
affiliated hospitals in Illinois, Kentucky, Tennessee and West Virginia.
Prior to joining Community Health Systems, Mr. M. Smith worked in
various administrative positions for Health Management Associates, Inc.
He has a master’s degree in business administration from the University
of Tennessee.
Shaheed Koury, M.D., 49, will serve as a senior executive of
Quality and Medical Staff Relations for Quorum Health. He currently
serves as Vice President for Quality and Clinical Transformation at
Community Health Systems, a position he has held since October 2013. In
this position, he oversees emergency revenues, list vulnerabilities and
value-based care. From January 2002 until October 2013, he worked as an
emergency physician at Emergency Medicine of Indiana, P.C., where he
worked clinically in the emergency department and served as owner and
board member. Dr. Koury graduated from the University of Kentucky with a
B.A. in Chemistry, from the University of Kentucky College of Medicine
with an M.D., completed his Emergency Medical Residency at East Carolina
University Brody School of Medicine, and completed an M.B.A. in Health
Care Management from the Indiana Wesleyan University.
James Matthew Hayes, 45, will serve as a senior executive of
Operations for Quorum Health. He currently serves as Vice President of
Operations at Community Health Systems, a position he has held since
January 2011. In this position, he is responsible for Hospital
Operations within one of Community Health Systems’ divisions. From
October 2003 until December 2010, he held the position of Chief
Executive Officer for a hospital owned by Health Management Associates,
Inc. Mr. Hayes graduated from Auburn University with a BSBA in
Accounting, from the University of Alabama at Birmingham with an M.B.A.
from Medical University of South Carolina with a Master in Health
Administration. He also acquired the FACHE certification from American
Colleges of Healthcare Executives.
R. Harold McCard, Jr., 54, will serve as General Counsel for
Quorum Health. He currently serves as Vice President and Deputy General
Counsel at Community Health Systems, a position he has held since April
2013. In this position, he is responsible for legal advice and expertise
regarding health system and hospital legal and business operations. From
November 2007 to April 2013, he served as Vice President and Associate
General Counsel for two of Community Health Systems’ divisions. From
December 2001 until November 2007, he practiced with Chaffe McCall, LLP
where he directed the health law practice for the firm. From April 1993
until December 2001, he worked as General Counsel for Ridgeview
Institute in Atlanta, Georgia. Mr. McCard graduated from Princeton
University with an A.B. in Psychology, and from the Walter F. George
School of Law at Mercer University with a J.D.
Advisors
Credit Suisse is serving as Community Health
Systems’ financial advisor, and Bass, Berry & Sims PLC and Bradley Arant
Boult Cummings LLP are serving as legal advisors to Community Health
Systems in connection with the proposed spin-off.
About Community Health Systems, Inc.
Community Health
Systems, Inc. is one of the largest publicly-traded hospital companies
in the United States and a leading operator of general acute care
hospitals in communities across the country. Through its subsidiaries,
the Company currently owns, leases or operates 198 affiliated hospitals
in 29 states with an aggregate of approximately 30,000 licensed beds.
The Company has announced plans for a spin-off transaction to create a
new, publicly-traded company, Quorum Health Corporation, with 38
affiliated hospitals and related outpatient services in 16 states,
together with Quorum Health Resources, LLC, a subsidiary providing
management and consulting services to non-affiliated hospitals. The
transaction is expected to close during the first quarter of 2016. The
Company’s headquarters are located in Franklin, Tennessee, a suburb
south of Nashville. Shares in Community Health Systems, Inc. are traded
on the New York Stock Exchange under the symbol “CYH.” More information
about the Company can be found on its website at www.chs.net.
Forward Looking Statements
Certain statements contained in
this communication may constitute “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.
These statements include, but are not limited to, statements regarding
the expected timing of the completion of the spin-off transaction, the
benefits of the spin-off transaction to either Community Health Systems
or Quorum Health Corporation, the tax-free treatment of the spin-off
transaction, the anticipated management of the business to be spun off,
the market position of the business to be spun off and other statements
that are not historical facts. Such statements are based on the views
and assumptions of the management of the Company and are subject to
significant risks and uncertainties. There can be no assurance that the
proposed transaction or these future events will occur as anticipated,
if at all, or that actual results will be as expected. Actual future
events or results may differ materially from these statements. Such
differences may result from a number of factors, including but not
limited to: the timing and completion of the proposed transaction; a
failure to obtain necessary regulatory approvals; a failure to obtain
assurances of anticipated tax treatment; a deterioration in the business
or prospects of the Company or Quorum Health Corporation; adverse
developments in the Company’s or Quorum Health Corporation’s markets;
adverse developments in the U.S. or global capital markets, credit
markets or economies generally; the risk that the benefits of the
proposed transaction may not be fully realized or may take longer to
realize than expected; the impact of the proposed transaction on the
Company’s third-party relationships; the Company’s ability following
completion of the spin-off to identify and acquire additional hospitals
in larger and more urbanized markets with terms that are attractive to
the Company and to integrate such acquired hospitals; and changes in
regulatory, social and political conditions. Additional risks and
factors that may affect results are set forth in the Company’s filings
with the Securities and Exchange Commission, including the Company’s
most recent Annual Report on Form 10-K. The forward-looking statements
speak only as of the date of this communication. The Company does not
undertake any obligation to update these statements.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151120005998/en/
Source: Community Health Systems, Inc.
Community Health Systems, Inc.
Investor Contact:
W. Larry
Cash, 615-465-7000
President of Financial Services and Chief Financial Officer
or
Media Contact:
Tomi Galin, 615-628-6607
Senior
Vice President, Corporate Communications, Marketing and Public Affairs