Transition Memo #1

System Updates

With the approval of the proposed merger between Mountain States Health Alliance and Wellmont Health System, we are now moving into the transition for execution of the merger.  This transition period is important, as there are both tasks and planning that must occur in order for the transaction to be closed successfully. We expect the merger to close by early 2018.  There is much to be done, and therefore, we must organize ourselves with an eye toward becoming one system.

The transition will not have any effect on the current operations of either health system.  Rather, the transition period is focused solely on getting us to closing, and preparing us for operations after closing.

One of the major steps we are focused on is assembling what will be the board of directors of Ballad Health.  The boards of Wellmont and Mountain States are actively engaged in this process, and we expect to make an announcement about the new board soon.

The first step for entering the transition period is the naming of a transition team.  This team will be focused on immediate priorities for closing, and for establishing processes for post-closing integration.  To be clear, the transition team has been authorized by me and Bart Hove to make requests for information, and to assign responsibilities to individuals within both Wellmont and Mountain States.  If you are requested to assist in the transition by any member of the transition team, you should assume the request is sanctioned by either me or Bart, irrespective of which system you work for.  In other words, if someone on the transition team who currently works for Wellmont makes a request of a Mountain States team member, I ask that you comply with that request.  The same is true if you are a Wellmont team member.

Importantly, attached is Transition Policy #1, which reflects how requests for information should be handled.  If there is competitively sensitive information you are requested to provide, please follow this policy.  Since both states have approved our merger, our counsel has advised us that we are now operating under state immunity from federal anti-trust rules.  That being said, we remain committed to ensuring only necessary competitive information is shared, and it is done so in a controlled manner so as to limit its exposure until such time as we have closed the transaction.

Attached to this memo is an organizational structure for the transition.  In it, you will see the members of the transition team and the key functional areas they will be focused on.

The transition team’s single purpose is to manage the transition process.  No one should draw any conclusions about who is on the team and whether each member of the team will be serving Ballad Health in a role related to the functions they have been assigned in the transition.  Bart Hove and I are in the process of assembling an organizational structure for Ballad Health, and that structure may or may not resemble the roles during transition.  It is critically important no one draw any conclusions from the assignments in the transition team, but instead, focus on assisting them in the transition.

During the transition, any official communications will be through a memo with a transition memo number.  Please keep any transition policies we release or memos, as these memos and policies will guide us through the transition process.

Importantly, we urge both systems to continue the focus on operational performance.  We cannot allow either system’s financial or quality performance to deteriorate during the transition.  Our mutual expectation is that our hospital leadership remain focused on their strategic initiatives and plans, and on financial performance.

We are grateful for your continued focus and your help during the transition.  If you have any questions, please feel free to email either of us, and we will refer your questions to the transition team for review.

Thank you!

Alan Levine                                                                              Bart Hove

Executive Chair/President Designate                                      Chief Executive Officer Designate

Ballad Health                                                                            Ballad Health

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