Trinitas Health/Trinitas Regional Medical Center and RWJBarnabas Health Merger

CHAPA PROCESS

When two non-profit health systems announce an intention to merge, they must contact the New Jersey Attorney General’s office and begin the Community Health Assets Protection Act (CHAPA) process. This begins with submission of a Letter of Intent, followed with the AG’s office requesting information and documentation including financial statements, fair value appraisals, board meeting minutes, conflict of interest statements from board members and key employees, any consultant reports, and hierarchy charts. Once the AG’s office is satisfied with the information submitted, it will post an announcement for a public hearing, at which members from the community may speak in favor of or against the proposed merger. The AG’s office writes a recommendation, sending it to the Superior Court, which gives the final approval (or denial) based on the AG’s report.

HIGHLIGHTS: DEFINITIVE AGREEMENT

RWJBarnabas will be with sole member of Trinitas Health, and Trinitas Health with merge with Trinitas Regional Medical Center, no longer having a separate existence. The post-closing covenants include: maintenance of TRMC’s key service lines for seven years after closing date; TRMC will have its own board of trustees that shall not allow TRMC to cease to operate as an acute care hospital or allow material changes in Key service lines; creation of a comprehensive program of physician recruitment; TRMC shall be allowed a representative on the RWJBH Board of Trustees and with representation on the finance/operations and strategic planning committees; and creation of a strategic plan with 180 days of closing.

Financially, RWJBH commits to providing $267.7 million, investing in ambulatory facilities, capital improvements, physician recruitment, costs of integration of TRMC into RWJBH, and long-term liabilities.

RWJBH will also comply with the Catholic Commitments, agreeing to maintain TRMC’s operation under the aegis of Catholic doctrine. TRMC will continue to comply with the Ethical and Religious Directives for Catholic Health Care Services (ERD). Failure to comply with the ERD will lead to the Sisters of Charity of Saint Elizabeth to withdraw sponsorship of the hospital.

A reduction of the workforce will not be implemented for at least the first year of operation under RWJBH. Employee benefits will stay the same until RWJBH harmonizes TRMC plans with RWJBH Network plans.