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Restructuring from a governmental hospital to a private, not-for-profit 501(c)(3) positions Erlanger Health System for financial and operational success

In 2021, Erlanger Health System’s Board of Trustees began to evaluate its options to best position the health system for the future. One of the largest governmental hospital systems in the country, the Board considered their corporate structure and its strategic options, approving a plan to restructure the hospital from a governmental entity to a private, not-for-profit 501(c)(3). State law was required to change in order to execute on the restructuring plan ultimately adopted.

Waller was hired to help the Board evaluate its corporate structure, prepare its strategic options, and ultimately guide them through a transaction process. The firm engaged with state, local and federal officials to communicate the Board’s strategic vision to the public and policymakers. Based on these efforts, the legislation passed the House and the Senate unanimously, and Tennessee Governor Bill Lee signed it into law in May of 2022. Once authorized by state law to pursue the restructuring, the firm negotiated a comprehensive Mission Agreement with community stakeholders to memorialize the transfer of all operations, assets and liabilities of the multi-state system to a newly-formed private, not-for-profit 501(c)(3). The Mission Agreement also incorporates certain operating covenants, commitments, and reporting structures that were negotiated with a wide range of public and private stakeholders. The County Commission and Erlanger’s Board of Trustees considered and approved the Mission Agreement, and all parties executed the documents in August of 2022. The firm continues to represent the health system in the restructuring process and related operational matters.

For more information, see media coverage here.

KEY CONTACTS

Berkley Crain
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Jon Gaston
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Jay E.S. Greathouse
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Michael Cottone
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Robb Harvey
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Kerry Henson
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Jeff Calk
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Tyler Layne
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Sean Sullivan
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George Bishop
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Matthew Doster
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Brant Biddle
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Dan Walder
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Jesse Neil
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Ted Habermann
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Manning Russell
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Pierce Sandwith
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Mark Lennon
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