1. Mergers and Acquisitions as a Strategic Function
2017 Spring Conference
May 18th, 2017
11:00am - noon
Blue Harbor Resort, Sheboygan, WI

2. Thomas N. Shorter, JD, FACHE Godfrey & Kahn, S.C. Madison, WI
Moderator:
Thomas N. Shorter, JD, FACHE
Godfrey & Kahn, S.C.
Madison, WI
Panel:
Mark Herzog, FACHE, President & CEO
Holy Family Memorial
Manitowoc, WI
Jed Roher, JD

3. Phases of the Process
Strategic Plan
Deal Process

4. Significant components of the strategic planning phase
Mark Herzog
What is the starting point?
Why invest in the planning before deciding a course?
3. Is it about a single deal or a broader relationship?

5. Strategic Relationship – Logic Path
What
Why
When
How
Who
Source: Newpoint Healthcare Advisors, LLC
Mark Herzog
When considering a strategic relationship, what questions are addressed and how do they create a path or roadmap?
How does national healthcare policy drive strategic relationship conversations?
Will AHCA affect how to analyze strategic relationships?

6. Strategic Relationship Expectations
Compatibility
Control
Relationship Benefits
Interrelationship enhancements
Mark Herzog
1. What are the “key” factors to consider?
Source: Newpoint Health Advisors, LLC

7. OTHER FOCUS (Organizational Intelligence)
OUTER FOCUS
(Partnership Intelligence)
OTHER FOCUS (Organizational Intelligence)
OTHER FOCUS (Behavioral Intelligence)
INNER FOCUS (Emotional Intelligence)
Mark Herzog
1. Explain how focus drives decision-making?

8. The Spectrum Affiliation Inter-Dependence Ownership Transfer Contract
Participate
Join
Service Integration
Clinical Integration
Financial Integration
Modifies Operations
Governance ‘by Risk’
Governance ‘by HQ’
Reward: Efficiencies
Reward: Value
Reward: Capital
No Help with Capital Needs
Change Behavior
Old School ‘Deal’
Mark Herzog
How do you see the “spectrum” of options?
Mark/Jed Roher
What are the types of “M&A” deals out there?
How does objective of strategic planning drive the deal type?
Source: Newpoint Health Advisors, LLC

9. Significant components of the deal process
Jed Roher

10. Key components of the affiliation process LOI Diligence Deal documents
Jed Roher
1. Describe the process to be anticipated.

11. Key People Internal External Financial Lawyers
Business Unit Environmental
Legal Accountants
Senior Leadership Investment Bankers
Valuation Consultants

12. What activities should a CFO pursue when there is no active process
What activities should a CFO pursue when there is no active process? What is the role of the CFO during a transaction process?
Jed Roher -

13. Thank You
Mark Herzog, FACHE President & CEO Holy Family Memorial 2300 Western Avenue Manitowoc, WI Thomas N. Shorter, JD, FACHE Shareholder Godfrey & Kahn, S.C. One East Main Street, Suite 500 Madison, WI (608)
Jed Roher, JD
Shareholder
Godfrey & Kahn, S.C.
One East Main Street, Suite 500
Madison, WI
(608)