Written by Peter H. Lewis, Asheville Watchdog.
The question posed by Asheville Watchdog to the former Mission Health board members who voted for the deal five years ago was: Did the sale of nonprofit Mission to for-profit HCA Healthcare turn out the way you hoped it would?
“Well, obviously not,” said Janice W. Brumit, a former Mission board chair who became the inaugural chair of the Dogwood Health Trust, the successor nonprofit created with proceeds from the sale.
“Obviously we had hoped that HCA would be a better corporate citizen,” Brumit said, “and we had hoped that they would maintain the quality and the quality standards that Mission was so proud of. They had assured us that they would. That was one of our guiding principles on looking for a partner.”
Asked if she thinks the sale to HCA was in the best interests of the community, Kristy Elliott, a former system executive of the Memorial Hermann healthcare system in Houston, was blunt.
“No. Absolutely not.”
“I was disappointed in the choice of HCA as a buyer for Mission and wish a more thorough search for an appropriate buyer had been conducted by an outside consultant,” said Elliott, who was listed as a board member on Mission’s 2018 tax return, but who said she was only on the board’s audit committee and did not vote on the deal.
“I think the board all voted their honest conscience,” Elliott said. “But it’s the information they were fed — hand-fed, spoon-fed, however way you say it — was selective.”
The Watchdog recently queried all members of the board about how they now feel about the deal. Only Brumit and Elliott would talk, and their comments to The Watchdog are the first by any former Mission official or board member to break the official silence surrounding the $1.5 billion sale, which occurred five years ago.
As first reported by The Watchdog, the Mission board entrusted then Mission CEO and president Ronald A. Paulus and his outside strategic advisor, Philip D. Green, with identifying potential partners for Mission. Only two healthcare companies — HCA and Novant — were invited to make formal presentations to Mission’s board.
Novant’s offer was equal to or superior to HCA’s, according to former Mission chief financial officer Charles F. Ayscue, who later worked for Novant.
Attorney General Josh Stein’s office investigated the proposed sale and determined that it was “rigged from the beginning” in HCA’s favor. On Jan. 16, 2019, Stein issued a “letter of non-objection” to the deal after the Mission board reiterated its determination to sell to HCA.
Profits over patients
As a long-time philanthropist and community leader, Brumit was one of the most vocal and influential advocates for the sale at the time. She volunteered to appear with Paulus, board chairman John R. Ball, vice-chair Dr. John W. Garrett, Mission Hospital president Jill Hoggard Green, and other Mission executives praising the deal in public sessions.
“Only after careful review and discussion did the board unanimously decide that joining HCA would best continue the quality, accessibility, and affordability of care that our people and communities have come to know and expect,” Dr. Ball, a physician and lawyer who was then serving as Mission’s board chairman, wrote at the time.
Brumit’s and Elliott’s comments five years later suggest that the promises and assurances made to Mission’s board of directors — that HCA would bring higher quality of care, technological innovations, new services, more doctors, greater efficiency, and lower healthcare costs to western North Carolina — were accepted under the belief that HCA would place patient care ahead of profits.
That belief has been tested.
Instead, five years of HCA management has resulted in documented chronic understaffing; hundreds of physician and nurse departures; higher healthcare prices; plunging employee morale that led to the formation of a nurses’ labor union; multiple lawsuits against HCA-Mission by local citizens, the cities of Asheville and Brevard, Buncombe County, and the state’s attorney general; heartbreaking stories by patients and family members of substandard care — all culminating with the determination in December by state inspectors that patients seeking care at the once-proud Mission Hospital were in “immediate jeopardy” of serious injury, harm, impairment, or death.
HCA, a $60 billion corporation that operates more than 180 hospitals and more than 2,000 other healthcare facilities, reported $5.6 billion in income for 2022. At last year’s shareholder’s meeting in Nashville, HCA’s board rejected a proposal to tie executive compensation more directly to quality of care, not just hitting financial targets.
The company will report its fourth-quarter 2023 and year-end earnings at the end of this month. In its 2022 fiscal year, HCA spent $7 billion to repurchase its shares and increased dividends to shareholders by 17 percent.
The Watchdog requested comment for this article from HCA’s North Carolina Division, which oversees six hospitals and other facilities. It had not responded by deadline.
Knocking on doors
Unable to reach the former board members by telephone or email, Watchdog reporters fanned out one day recently to knock on the doors of every one of them who still lives in the area. Some were not home, some who were home did not answer their doors, some live in gated communities that block uninvited visitors.
In these cases the Watchdog reporter left business cards along with a letter asking three questions:
Knowing what you know now, five years later, do you still feel the sale of nonprofit Mission to for-profit HCA was in the best interests of the community?
Do you still feel that HCA was the best possible partner or buyer?
Do you feel that the quality of care at Mission since the sale is equal to or superior to the care that local residents enjoyed under nonprofit Mission Health?
Several former board members told The Watchdog that they were legally prevented from publicly talking about anything related to the sale, because of a nondisclosure agreement (NDA) they were obligated to sign — an agreement that a Dogwood Health official told The Watchdog is effective “in perpetuity.”
The NDA, along with various clauses in the Asset Purchase Agreement that bound Mission Health to sell itself to HCA, also discourages anyone involved with the deal to disparage HCA, Mission, or Dogwood.
Even though the NDA seems restricted to details about the sale, and not about the aftermath five years later, several board members balked.
Even on his deathbed, former Mission Health board member Wyatt Stevens, an attorney, declined to speak with a Watchdog reporter, citing the NDA. Stevens died Jan. 10.
Others seemed angry at being approached at their homes.
“No, no. I have nothing to say to you. This is a private home. We have nothing to say to you. This is private property. You’re a member of the press and you’re not welcome here,” former Mission board member Daniel Casse said to a Watchdog reporter who knocked on his door.
“I want you to leave, now,” Casse said. (To his wife) “No, no, no, no, he’s not welcome here. He’s with the press. He’s not welcome here.” (Back to the reporter:) “This is private property. I want you to go away.”
The reporter retreated.
[After this story was published, Casse responded, calling the three questions The Watchdog asked in the letter “loaded,” “all premised on the idea that the HCA acquisition was a failure. I don’t believe the HCA acquisition has met the expectations of those of us who served on the Mission Board.” He also said the Watchdog reporter “made no attempt to contact me by phone or email, as he claims in this piece,” and accused the reporter of “ambush” and “TMZ-style” reporting tactics. The reporter apologized to Casse for not contacting him before knocking on his door.]
Ball, who later served on the board of the Dogwood Health Trust, did not respond to multiple requests from The Watchdog to discuss the aftermath of the Mission board’s decision.
At former Mission board member Bridget Eckerd’s residence, a Watchdog reporter “rang the bell twice, with no answer, though there were lights on in the house. So, I left the letter in the mailbox. After I crossed the street and was getting into my car, I saw a woman come out of the door and retrieve the letter from the mailbox. I was too far away to shout at her. About an hour later, I called the phone number and left a message, asking to speak with her.”
There has been no response since then.
The home of Winston Leon Elliston, a former Mission board member, “looked very empty with no lights on at all,” a Watchdog reporter recounted. “I rang the bell anyway, and no one came. I put the letter in the mailbox … I phoned about an hour later and left a message, asking to speak with him.”
There has been no response.
Dr. Christopher Flanders is on the Mission Board of Trustees and voted for the sale to HCA in 2018.
“The door was answered by a woman whose name I did not get, likely his wife,” a Watchdog reporter said. “She said she was on a Zoom call. I asked if Dr. Flanders was home. She said no and went to shut the door. I asked if she would take the letter. She said I could leave it outside the door, which I did.”
There has been no response.
Dr. John William Garrett, now retired, but then vice chairman of the Mission board of directors and one of the strongest proponents of the sale to HCA, was not home when a Watchdog reporter knocked.
The reporter left a letter and business card in his mailbox. No response has yet been received.
Former board member William S. Hickman lives in a gated community, and the reporter left a letter and business card at the gate. No response has been received.
No one was home at the residence of Lynn Kieffer, a retired pharmacist and former Mission board member. A reporter left a letter and business card, and still awaits a response.
“I rang the bell twice” at the home of former board member Thomas Maher, a Watchdog reporter said, “and he came to the door. I said I was from Asheville Watchdog and wanted to speak with him. He said he was in a meeting, and I asked if there was another time, and he said no. I said I have a letter for you, and he opened the door a pinch and I inserted the letter and he closed the door.”
So far, no response has been received.
The Watchdog was unable to locate Robert M. Moore Jr., a former Mission board member who was present for some discussions about the sale but was not on the board at the time of the vote. A letter mailed to an address in Georgia has not been acknowledged.
Thomas Oreck, who championed the sale as a Mission board member, lives in a gated community. A Watchdog reporter left a letter for him at the community’s gatehouse but has received no reply.
Margaret E. “Peggy” O’Kane was also on the Mission board during 2017, when then-Mission CEO Ron Paulus and his advisor, Phillip Green, solicited offers from HCA to partner with or buy Mission outright. She was not on the board for the final vote to sell Mission to HCA.
By email to a Watchdog reporter, O’Kane cited her departure from the board ahead of the vote and said The Watchdog’squestions were not applicable to her. She did not respond to subsequent emails, but last month wrote to the reporter, “On reflection, I don’t think I have anything to add to what I told you.”
Anne Ponder, chancellor emerita of the University of North Carolina Asheville, was not at home when a Watchdog editor came to call. A voicemail left later for Dr. Ponder was not returned.
A message left for former board member Kenneth G. Racht was not returned.
Jeffrey “Jed” E. Rankin, a former Mission Health board member who is currently chairman of the board of trustees of Mission Hospital McDowell in Marion, said he remains “very much a supporter” of HCA five years after the sale.
“They just did a $20 million improvement for our hospital,” Rankin said.
Asked by a Watchdog reporter about well-publicized problems at Mission, Rankin ended the interview. “I’ve said all I’m going to say,” he said.
Robert C. Roberts, past chairman of the board of Mission Health, was not on the board for the final vote, but sat on it in the early days of discussion about the search for a possible buyer.
A Watchdog reporter knocked on the door but no one appeared to be home. “Left letter,” the reporter reported.
Former Mission board member Robby Russell’s home was dark. A Watchdog reporter left a letter and card. No response.
Lavoy Spooner Jr. was a Mission board member who voted for the sale.
“After several knocks on the front door, a woman resembling Spooner’s wife answered and said he wasn’t home,” a Watchdog reporter said.
“I identified myself, and she said, ‘No, he won’t be talking to you.’”
“We just wanted to talk to Mission board members on the five-year anniversary,” the reporter said.
“He’s not going to talk to you.”
“May I ask why?”
“No, thank you.”
In her comments, Brumit stressed that the all-volunteer board made the difficult decision based on the best information it had at the time, and in the sincere belief that the sale to HCA — which would fund the Dogwood Health Trust — was in the long-term best interests of the people of western North Carolina.
“We thought they would make their cuts in the back office, in the supply chain, all of those things you already know about,” Brumit said. “We didn’t think that they would make draconian cuts.”
“But I will say, that’s the way of the modern healthcare world,” Brumit added. “Mission might have had to make some of those cuts too. So…”
Asked why the board chose HCA instead of Novant, Brumit spoke for the first time publicly about the board’s decision.
“Okay, well, Novant made a very nice presentation. That wasn’t the problem. Based on the discussion, we thought HCA could bring more cutting-edge technology, could bring their power of purchasing, all of those things to western North Carolina, and they told us they would.”
For example, Brumit said, “They [HCA] have this Sarah Cannon Cancer Center. We had hoped that they would bring some cutting-edge cancer research and cancer services to …. Anyway, we had hoped that that would come to fruition.”
In the end, “We just felt that [HCA] would be a longer-term potential partner,” Brumit said. “We also got that Novant, while they gave a strong presentation, that perhaps at some point they would be ripe for a takeover. You know, conglomeration is the name of the game with health service systems, so there was no guarantee that Novant wouldn’t be, you know, gobbled up shortly thereafter.”
What can be done?
Brumit, who stepped down as chair of the Dogwood board at the end of 2022, remains an active board member. She was asked what Dogwood could do to address the many complaints about HCA’s management of the Mission system.
“Well, that’s a good question,” Brumit said. “From Dogwood’s perspective, nothing. We don’t hire doctors, we don’t negotiate contracts, we can’t step in. We can try to work with the asset purchase agreement, but from our perspective, that’s between HCA and the physicians’ groups. The attorney general could try to put some pressure on HCA to do some more lucrative contracts with the physicians, and create a nicer environment for the physicians to work in. But, you know, that’s between them.”
“And unfortunately,” Brumit said, “the general public can only give some outcries, which you have done in your articles, and can give some outcries to HCA … why are you not, you know, playing well with the physicians and the nurses and all that.”
Right of first refusal
“Some people think that Dogwood has the power to go in and take [Mission] back over,” Brumit continued. “We have the first right of refusal to buy Mission Health, but as you know, we don’t have the expertise to run the hospitals. That would be a different ball of wax for us.”
“I will tell you this, from a different perspective,” Brumit said. [Until HCA fulfills its promises] “the best we can do is … we are trying at Dogwood, trying to set up systems and policies and work in communities to start upstream. What makes individuals unhealthy to begin with, we’re trying to help people, earn, learn, thrive in western North Carolina, be healthy, have a safe home, [get] educated, and all of those things that prevent you from needing hospital services to begin with.”
“If [Dogwood] can be upstream and help prevent emergency room care or all of that, than that will be huge in changing the whole dynamic of the healthcare community in western North Carolina.”
“It’s a shame that we have lost some very good physicians [since the HCA sale],” Brumit said. “You hear the horror stories. But then again, then you’ll hear a good story.”
Wanted: 800-pound gorillas
Elliott, now the dealer-operator at family-owned Sunshine Chevrolet in Asheville, was a healthcare executive before she joined the Mission board.
“I worked for Memorial Hermann Health System, and I don’t know how familiar you are with healthcare in Houston, but Texas Medical Center is located there, which has some of the most amazing providers in the world, all of which are not for profit,” Elliott told a Watchdog reporter. “And then you have for-profit providers, including HCA, in the community.”
“If people asked me if it was okay to go to different hospitals in the community, if they ever asked me about HCA, I said I would maybe go there for an appendectomy or to have a very normal baby delivery with no predicted complications,” Elliott said. “For any kind of more complicated (issue), I would maybe choose something else.”
Now that HCA owns Mission, Elliott was asked, what’s the best thing that could happen for the community?
“I guess the best thing for the community is for the other not for profits in the area to continue their efforts in recruiting the specialist physicians and for hiring more nurses to provide more care to more patients, and then to continue to build bigger facilities, in hopes that one day they can just rival the size.”
“It’d be great to have one of the other 800-pound gorillas like a UNC system or a Duke system come into this area with a hope that Duke partners with one of the other systems around here. That, or UNC does. One of them.”
“And, you know, hey, HCA has been known to sell off hospitals that have not been profitable for them,” Elliott said. “So fingers crossed that one day, maybe they do that. The system I worked for in Houston bought several HCA facilities that were failing, and made them not only profitable or have a positive margin, but also really increased the quality of care.”
Brumit, the former Mission board chair, concluded her comments by saying, “I’m sincerely hoping that [Dogwood] can get their [HCA’s] attention, and that they understand that this community is … was … proud of their health system, and that we’d like to see some steadiness coming from them. And it’s not all about the stockholders, it’s about humans. Healthcare is a human business. We’re not making widgets.”
Watchdog journalists John Boyle, Keith Campbell, Barbara Durr, Andrew R. Jones, Sally Kestin, and John Reinan contributed to this story.
Asheville Watchdog is a nonprofit news team producing stories that matter to Asheville and Buncombe County. Peter H. Lewis is The Watchdog’s executive editor and a former senior writer and editor at The New York Times. Contact him at [email protected].