Vanguard Health Systems, Inc. (ticker: VHS, exchange: NYSE Archipelago Exchange (.N))
News Release -
1-Sep-2011
Valley Baptist Health System and Vanguard Health Systems Finalize
Joint Venture Partnership Will Preserve the Strong Heritage and Long-Standing Mission of Valley Baptist
HARLINGEN, TX and NASHVILLE, TN, Sep 01, 2011 (MARKETWIRE via COMTEX) -- Vanguard Health Systems, Inc. (NYSE: VHS) and Valley Baptist Health
System (VBHS) are pleased to announce today that they finalized the
terms of their joint venture, effective September 1, 2011. This
announcement is the culmination of a process that began late last
year. Funded through a combination of loans and equity capital,
Vanguard has acquired a 51% equity interest in the joint venture that
acquired the assets of VBHS. Vanguard's cash investment in the joint
venture, funded with available cash on Vanguard's balance sheet, was
approximately $210 million, the proceeds of which were used by the
joint venture to purchase the assets of VBHS. In addition, the joint
venture assumed approximately $15 million of indebtedness and other
liabilities and issued a 49% equity interest to VBHS.
"This partnership will ensure the continuation of Valley Baptist's
strong heritage, while at the same time bringing to bear the
resources and benefits of our national scale," stated Charlie Martin,
Chairman and CEO of Vanguard. "We look forward to providing the
capital and strategic expertise needed to sustain and build upon the
great clinical care provided by the employees, nurses and physicians
at Valley Baptist."
The Valley Baptist Foundation will remain the same, but with a new
focus. In the past, the mission of the Foundation was to raise funds
to support the infrastructure of Valley Baptist's hospitals. With the
joint venture with Vanguard, the focus will be to identify and
address the related health needs of the communities each hospital
serves.
Vanguard has a proven track record of partnering with health systems
and helping them to grow and prosper. Its high-performance,
value-driven culture helped the Baptist Health System in San Antonio
significantly expand its services to the community, improve outcomes
and increase satisfaction among patients, physicians and employees
since its purchase by Vanguard in 2003.
Vanguard is deeply committed to medical education and trains a
substantial number of interns and residents throughout its system
each year. "This experience complements Valley Baptist's
long-standing investment in professional medical education and
positions us well to help serve the needs of the new Valley medical
school," stated Alan Johnson, Chairman of Valley Baptist Health
System.
"Vanguard is well known and respected for its focus on patient care,
satisfaction and safety, so this joint venture will benefit all VBHS
stakeholders. Vanguard's national reputation for quality means that
our patients, physicians and staff will have the resources to which
they are accustomed plus the benefit of resources and access to
additional capital that a national health care company can provide,"
emphasized Mr. Johnson. "We will be here to serve our communities for
many generations to come."
About Valley Baptist Health System www.ValleyBaptist.net
Valley Baptist Health System is an 866-bed faith-based regional
health system located in the Rio Grande Valley of Texas. It is
focused on improving the lives of the people it serves by providing
high quality health care and medical education throughout South Texas
guided by the healing and teaching ministry of Jesus Christ.
Valley Baptist extends many of its services beyond its facilities and
into local communities, offering free screenings for the community,
support groups and numerous educational opportunities.
VBHS generated revenues of approximately $510 million during its
fiscal year ended August 31, 2010, and is expected to generate
revenues of approximately $525 million for its fiscal year ended
August 31, 2011.
About Vanguard Health Systems www.vanguardhealth.com
Vanguard owns and operates 26 acute care and specialty hospitals and
complementary facilities and services in Chicago, Illinois; Phoenix,
Arizona; San Antonio, Texas; Detroit, Michigan and Massachusetts.
Vanguard's strategy is to develop locally branded, comprehensive
healthcare delivery networks in urban markets. Vanguard will pursue
acquisitions where there are opportunities to partner with leading
delivery systems in new urban markets or to increase its presence in
existing markets. Upon acquiring a facility or network of facilities,
Vanguard implements strategic and operational improvement initiatives
including expanding services, strengthening relationships with
physicians and managed care organizations, recruiting new physicians
and upgrading information systems and other capital.
Cautionary Statement about Forward-Looking Information
This press release contains "forward-looking statements" within the
meaning of the federal securities laws that are intended to be
covered by the safe harbors created thereby. Forward-looking
statements are those statements that are based upon management's
current plans and expectations as opposed to historical and current
facts and are often identified in this release by use of words
including but not limited to "may," "believe," "will," "project,"
"expect," "estimate," "anticipate," and "plan." These statements are
based upon estimates and assumptions made by Vanguard's management
that, although believed to be reasonable, are subject to numerous
factors, risks and uncertainties that could cause actual outcomes and
results to be materially different from those expressed in any
forward-looking statements.
These factors, risks and uncertainties include, but are not limited
to, Vanguard's high degree of leverage and interest rate risk;
Vanguard's ability to incur substantially more debt; operating and
financial restrictions in Vanguard's debt agreements; Vanguard's
ability to generate cash necessary to service its debt; weakened
economic conditions and volatile capital markets; potential liability
related to disclosures of relationships between physicians and
Vanguard's hospitals; post-payment claims reviews by governmental
agencies that could result in additional costs to Vanguard;
Vanguard's ability to grow its business and successfully implement
its business strategies; Vanguard's ability to successfully integrate
the acquisition of substantially all of the assets of The Detroit
Medical Center, Westlake Hospital and West Suburban Medical Center
and future acquisitions or to recognize expected synergies from such
acquisitions; potential acquisitions could be costly, unsuccessful or
subject Vanguard to unexpected liabilities; conflicts of interest
that may arise as a result of Vanguard's control by a small number of
stockholders; the highly competitive nature of the healthcare
industry; governmental regulation of the healthcare industry,
including potential reductions to Medicare and Medicaid reimbursement
levels in general and with respect to the impact of the Budget
Control Act of 2011 and other future deficit reduction plans;
pressures to contain costs by managed care organizations and other
insurers and Vanguard's ability to negotiate acceptable terms with
these third party payers; Vanguard's ability to attract and retain
qualified management and healthcare professionals, including
physicians and nurses; the currently unknown effect on Vanguard of
the major federal healthcare reforms enacted by Congress in March
2010 or other potential additional federal or state healthcare
reforms; future governmental investigations; Vanguard's inability to
adequately enhance its facilities with technologically advanced
equipment could adversely affect Vanguard's revenues and market
position; the availability of capital to fund Vanguard's corporate
growth strategy and improvements to Vanguard's existing facilities;
potential lawsuits or other claims asserted against Vanguard;
Vanguard's ability to maintain or increase patient membership and
control costs of its managed healthcare plans; changes in general
economic conditions nationally and regionally in the markets served
by Vanguard; Vanguard's exposure to the increased amounts of and
collection risks associated with uninsured accounts and the co-pay
and deductible portions of insured accounts; dependence on Vanguard's
senior management team and local management personnel; volatility of
professional and general liability insurance for Vanguard and the
physicians who practice at its hospitals and increases in the
quantity and severity of professional liability claims; Vanguard's
ability to achieve operating and financial targets and to maintain
and increase patient volumes and control the costs of providing
services, including salaries and benefits, supplies and bad debts;
increased compliance costs from further government regulation of
healthcare and Vanguard's failure to comply, or allegations of
Vanguard's failure to comply, with applicable laws and regulations;
the geographic concentration of Vanguard's operations; technological
and pharmaceutical improvements that increase the cost of providing,
or reduce the demand for, healthcare services and shift demand for
inpatient services to outpatient settings; a failure of Vanguard's
information systems would adversely impact its ability to manage its
operations; costs and compliance risks associated with Section 404 of
the Sarbanes-Oxley Act of 2002; material non-cash charges to earnings
from impairment of goodwill associated with declines in the fair
market values of Vanguard's reporting units; volatility of materials
and labor costs for, or state efforts to regulate, potential
construction projects that may be necessary for future growth;
changes in accounting practices; Vanguard's ability to demonstrate
meaningful use of certified electronic health record technology and
to recognize revenues for the related Medicare or Medicaid incentive
payments; and those factors, risks and uncertainties detailed in
Vanguard's filings from time to time with the Securities and Exchange
Commission, including, among others, Vanguard's Annual Reports on
Form 10-K and its Quarterly Reports on Form 10-Q.
Although Vanguard believes that the assumptions underlying the
forward-looking statements contained in this press release are
reasonable, any of these assumptions could prove to be inaccurate,
and, therefore, there can be no assurance that the forward-looking
statements included in this press release will prove to be accurate.
In light of the significant uncertainties inherent in the
forward-looking statements included herein, you should not regard the
inclusion of such information as a representation by Vanguard that
its objectives and plans anticipated by the forward-looking
statements will occur or be achieved, or if any of them do, what
impact they will have on Vanguard's results of operations and
financial condition. Vanguard undertakes no obligation to publicly
release any revisions to any forward-looking statements contained
herein to reflect events and circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events.
Media Contacts:
Teri Retana
Assistant Vice President for Strategic Marketing & Communication
Valley Baptist Health System
Phone: (956) 389-1950
or 371-1017
teri.retana@valleybaptist.net
www.valleybaptist.net
Trip Pilgrim
Chief Development Officer
Vanguard Health Systems
Phone: (615) 665-6151
tpilgrim@vanguardhealth.com
www.vanguardhealth.com
Investor Contact:
Gary Willis
Chief Accounting Officer
Vanguard Health Systems
Phone: (615) 665-6098
gwillis@vanguardhealth.com
SOURCE: Vanguard Health Systems, Inc.
mailto:teri.retana@valleybaptist.net
http://www.valleybaptist.net/
mailto:tpilgrim@vanguardhealth.com
http://www.vanguardhealth.com/
mailto:gwillis@vanguardhealth.com
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