Quorum Health Corporation Files Amendment to
Form 10 With Securities and Exchange Commission
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 DirectorsJames T. BreedloveAdam FeinsteinWilliam M.
GraceyJoseph A. Hastings, D.M.D.William S. HusseyThomas D.
MillerBarbara 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 OfficersThomas D. Miller, Chief Executive
OfficerMichael J. Culotta, Chief Financial OfficerMartin D. Smith,
Executive Vice PresidentShaheed Koury, M.D., Quality and Medical
Staff RelationsJames M. Hayes, OperationsR. 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 DirectorsJames 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 OfficersThomas 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.
AdvisorsCredit 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 StatementsCertain 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.
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Community Health Systems, Inc.Investor Contact:W. Larry Cash,
615-465-7000Executive Vice President and Chief Financial
OfficerorMedia Contact:Tomi Galin, 615-628-6607Senior Vice
President, Corporate Communications, Marketing and Public
Affairs
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