The document discusses best practices for communication and stakeholder involvement during hospital merger and acquisition deals. It recommends forming a coordinated team that includes experts from various areas like management, finance, legal, accounting, public relations, benefits, real estate, and banking. It also emphasizes the importance of open communication with all stakeholders throughout the entire process, from early discussions through integration, to manage expectations, address concerns and avoid costly mistakes.

19. • Seen inspired hospital leaders accomplish
dramatic results
• Seen fumbled communications and tone-deaf
political thinking imperil the hard, smart, difficult
work invested to save or advance a hospital
• Seen poor planning and lack of coordinated
processes delay or destroy a transaction that
was in all parties’ best interests
• Seen lack of agreement on transaction goals
hinder forward progress and increase cost to
buyer and seller

20. • To avoid costly political and communication
mistakes
• To use political thinking to win
• To put in place a strategic well thought-out
process
• To coordinate the team approach
So that...
• Your hospital deals occur
• The hospital itself is positioned for a successful
future
• The clients are happy

22. • Limit who is included in the team
due to traditional titles
• Cover only the basics like
finance, operations and legal

23. But…
• The deal is more complicated than that
• Experts from various backgrounds are
needed to execute a successful deal

24. So…
Include a seat at the table for the following:
• Management
• Financial Advisors
• Legal Counsel
• Accountants
• PR Consultants /
Strategists
• Benefits Experts
• Real Estate Experts
• Bankers
• Others?

25. • Limit information flow to departments
with a seat at the negotiation table
• Forget about integration process; how
this will really work in the end

26. But…
• The devil is in the details
• The numbers are important – but so
are people, physicians, culture

27. So… Focus on:
• Due diligence process
• What to include
• Who reviews
• Issues to cover
• Work product
• Who receives / how to communicate
• What filings and approvals are required

28. All bets are off if there are
any points of differentiation

29. But… remember the bigger picture

30. So…
• Start with the template
• Adjust for specific transaction
• Focus on what is important to the client
• Do not fall on every sword
• Rely on prior transactions for guidance
• Involve Board of Directors

31. • Communicate in silos
• Forget about even those closest to
you – your own team
• Leave the dealmakers (and
breakers) in the dark

32. But… Communication is often
missed at the simplest level

33. So… Communicate with
• All team members
• Client
• Target and its counsel
• All applicable government agencies
• Certain payors

34. • Assume they know the answers
• Overcommit on deadlines and
hurdles

35. But…
• There is no “regular”
process
• Expect the unexpected

36. So… Let them know about:
• Timing on diligence
• Licensure and certification
• Uncovering a reportable
event
• Financing needs
• Securities laws (if applicable)
• Faith-based entities

37. • Assume you can keep it secret
• It’ll keep panic and lobbying to a
minimum
• We'll talk when we can answer every
question

38. But…
• This news is too juicy
• Nobody likes change
• Nobody like surprises

39. So…
• Have messages and
communications materials prepared
early
• Bring them along
• Build context over time
• Build trust

40. • It erases the debt
• It'll pay off the pension liability
• It’ll make us a tax-paying business

41. But…
• This is a political, emotional event.
Speak to it.
• Logic loses to emotions;
spreadsheets are deadly.

42. So…
• Use political language
• Stability so we are here to care for your
grandparents
• Security for our caregivers
• Quality care through new equipment,
shared services, affiliations

43. • Use the broker, the accountant,
the lawyer, the PR agent to
deliver the news
• Use the CEO nobody trusts

44. But… the messenger IS a
message

45. So..
• Find and use the credible
voice
• Someone invested, trusted

46. But…
• Faceless buyers are demonized
• Easy for naysayers to distort
reality
• Why won’t they talk to us? What
are they hiding?

47. I don't want them messing in "my"
hospital with "my" people

48. So…
• Get them on the ground, in the halls
as early as possible
• Promote personal interaction with
physicians & staff
• Have them share their story; it's a
team effort

49. • Communicate only at
- The LOI
- The definitive agreement
- The close

50. But…
• Social media exists
• Conversations and rumors mill
churning every day, every hour

51. So…
• Communicate constantly.
Weekly. Daily. Build a website.
Open a hotline.
• Create & engage in dialogue

52. • Develop the campaign message
• Identify and train the voice
• Target the "votes" you need to need to
win

53. • Mini-campaigns for each key audience
• Who's the right person to speak to our
physicians, the AG, the Mayor, our nurses,
the newspaper? What do they need to hear?
• Anticipate opposition and prepare for it
• How will we take questions / squelch
rumors?

54. Early on, develop a communications campaign
team with:
• Communications / Government relations
• Legal
• Operations
• Broker / Financial advisor
Work together to build and manage the
campaign.

55. QUESTIONS?
? ? ???
? ? ? ?

56. David Jarrard
djarrard@jarrardinc.com
www.JarrardInc.com
Cynthia Y. Reisz
creisz@bassberry.com
www.bassberry.com