Attorney General approves Catholic Medical Center partnership with HCA Healthcare

MANCHESTER, NH – Catholic Medical Center (CMC) on Monday announced, after a comprehensive regulatory review process, the New Hampshire Attorney General’s Office has granted the necessary approvals for the transaction, paving the way for CMC to join HCA Healthcare, one of the nation’s leading healthcare providers.

“This settlement represents a thoughtful approach that both addresses the insurmountable financial challenges CMC is facing and ensures that the healthcare needs of New Hampshire residents continue to be met. Through this transaction, HCA’s financial stability and commitment to preserving essential services will secure a future for CMC and its patients,” said Attorney General Formella. “The Attorney General’s Office remains dedicated to ensuring that New Hampshire residents have access to affordable, quality healthcare services and that New Hampshire consumers continue to benefit from a competitive healthcare marketplace.”

Securing regulatory approval enables CMC to continue delivering world-class, Catholic healthcare to the Greater Manchester area for generations to come. Under HCA Healthcare’s leadership, CMC will expand and grow its high-quality healthcare services in New Hampshire. CMC colleagues join more than 2,500 HCA Healthcare colleagues currently serving patients at Portsmouth Regional Hospital, Frisbie Memorial Hospital and Parkland Medical Center, among other sites of care in New Hampshire. The transaction is expected to close in the coming weeks.

“After an extensive, multi-year effort to secure the future of CMC, we are excited to partner with HCA Healthcare, a proven leader in delivering high-quality healthcare in New Hampshire for over 40 years,” stated Alex Walker, President & CEO of CMC. “This partnership guarantees the preservation of Catholic healthcare while enhancing our ability to serve the community. We are grateful to the New Hampshire Attorney General’s Office for their thorough review, to the Diocese of Manchester for their invaluable guidance and to our Board of Trustees for their vision and leadership throughout this process. With HCA Healthcare, CMC’s legacy of excellence will not only endure but flourish — expanding access to care, enhancing services, and remaining deeply rooted in our Catholic mission.”

Since September 2023, leadership from CMC and HCA Healthcare have worked toward an agreement for CMC to join HCA Healthcare. A key component of the agreement is the creation of the Catholic Health Care Foundation of Greater Manchester, a new not-for-profit foundation under the control of the Bishop of Manchester and a local board of directors, improving the health and well-being of the citizens of Manchester. The foundation will continue to support vital community programs, such as Healthcare for the Homeless and the Poisson Dental Facility. In addition, as part of the agreement, HCA Healthcare has pledged to maintain the Catholic identity of CMC and a $200-million capital commitment that will modernize infrastructure that will allow for the continuation and expansion of key clinical services, including the New England Heart & Vascular Institute, emergency department, trauma services, oncology, behavioral health, women’s services and more.

“Over the past 15 months, countless individuals have worked tirelessly to secure a strong and sustainable future for CMC and the communities we serve,” said Tim Riley, Chair of CMC’s Board of Trustees. “This partnership with HCA Healthcare represents a defining moment for Manchester and all of New Hampshire. It ensures access to high-quality care close to home, preserves our Catholic mission and positions CMC to grow and adapt to the evolving needs of our patients. We are confident this decision will strengthen healthcare throughout the region for years to come.”

“We are thrilled CMC will join the HCA Healthcare family and for this next bright chapter in CMC’s history providing health, healing and hope to the Manchester community,” stated Dr. William Lunn, President of HCA Healthcare’s Capital Division. “As part of HCA Healthcare, CMC and our new colleagues will have access to much-needed resources that will pave the way for financial stability and continued growth. We are committed to making significant capital investments and enhancing key service lines that will benefit not only Manchester patients but patients across New Hampshire with expanded choice and ensure they have the highest-quality care available close to home.”

“I am most grateful to God for the selfless work that has been done to ensure the longevity of Catholic healthcare in New Hampshire. In particular, I offer my sincere thanks to the leadership and Board of Trustees of Catholic Medical Center and to the leaders of HCA Healthcare for their dedication to this vital mission, said the Most Reverend Peter A. Libasci, D.D., Bishop of Manchester. “No less do I extend my sincere gratitude to Attorney General John Formella and his staff for their careful consideration of this partnership, and to all who attended and thoughtfully participated in the public listening session and public hearing. We may look forward now to a strong, vigorous, Catholic hospital on Manchester’s West Side and Catholic healthcare throughout the State of New Hampshire. My prayers and witness as Bishop of the Diocese of Manchester will continue, as will those of my successors.”

Transaction Background

CMC’s present financial condition and deferred maintenance of its facility threatening its continued operation, has rendered it unable to recover without substantial intervention. HCA, with its strong financial standing, has agreed to acquire nearly all of CMC’s assets, including its 330-bed acute-care hospital and other healthcare services. The Attorney General’s Office carefully reviewed the acquisition to ensure it would safeguard access to healthcare, preserve critical services, and maintain fair competition in the local healthcare market.

The review concluded that HCA’s involvement would stabilize CMC and help preserve essential healthcare services for the Manchester and surrounding communities. The acquisition is viewed as a critical step to securing the hospital’s future and preventing the loss of vital services.

In response to concerns about the preservation of healthcare services and the impact on regional competition, the Attorney General’s Office negotiated terms with HCA that address these issues, ensuring continued access to high-quality, affordable healthcare for the public.

Key Terms of the Settlement

The terms of the settlement are outlined in an Assurance of Discontinuance (“AOD”) and the Charitable Trust Unit Report [see full reports below]. The following are some of the key commitments that have been agreed upon as provided by AG Formella’s office:

1. Expansion of Healthcare Capacity:
   HCA will add 10 Designated Receiving Facility (“DRF”) beds at its New Hampshire hospitals within two years of the transaction’s closing. This expansion will be part of HCA’s $200 million capital investment commitment to strengthen healthcare infrastructure in the state.
2. Community Contributions:
   HCA has committed to contributing a total of $2 million over the next three years to local community health initiatives. This includes annual payments of at least $300,000 to Healthcare for the Homeless and Poisson Dental Clinic.
3. Core Services Preservation:
   Critical healthcare services, including pregnancy care and emergency behavioral health services, will be protected, subject to certain contingencies, for at least ten years following the acquisition.  HCA must make good faith efforts to ensure that no contingencies are triggered.
4. Financial Commitment to New Hampshire and Manchester Healthcare Programs:
   The AOD provides for payment of $7.5 million over ten years to the Healthcare Consumer Protection Trust Fund. These funds will be used to support community health programs in the Manchester community and other initiatives to benefit New Hampshire healthcare consumers.
5. Consumer Protections:
   The AOD prohibits certain anti-competitive contracting practices that may limit consumer choice, including most-favored-nation clauses, anti-tiering clauses, and similar restrictive practices. The AOD also provides a mechanism for patients at CMC to remain in network with their commercial health plan upon the acquisition by HCA.
6. Health Data Reporting:
   Following the completion of the transaction, HCA will submit claims data regarding its self-insured health benefits plan to the New Hampshire Comprehensive Health Care Information System.

Enforcement and Compliance

To ensure that these commitments are upheld, the Attorney General’s Office will ensure compliance with the terms of the AOD for a period of ten years and will have authority to enforce all conditions of the CTU Report through court action if necessary. HCA will provide an annual public report ensuring that the commitments are fulfilled and that healthcare services continue to meet the needs of New Hampshire residents.

Preservation of Catholic Identity

Under the terms of the proposed transaction, HCA is required to enter a “Catholic Identity Commitment Agreement” (“CICA”) with the Bishop and the newly formed Foundation. The CICA requires HCA to operate CMC in compliance with the Ethical and Religious Directives for Catholic Healthcare Services (“ERDs”). In addition to receiving approval from the Bishop of Manchester, on December 6, 2024, CMC received confirmation of approval of the Holy See in Rome. The Holy See’s review included assessment about how the sale ensures continued adherence with the ERDs and compliance with Canon Law.

Conclusion

The terms of this settlement represent a balanced approach to addressing the concerns raised during the review process. By preserving essential healthcare services and promoting community health initiatives, this agreement benefits New Hampshire residents and strengthens the state’s healthcare system for the future.

More information regarding the analysis conducted by the Attorney General’s Office can be found in the Charitable Trust Unit’s final report.

Assurance of Discontinuance- CMC HCA 1.6.2025 acceptedDownloadCTU Report – Final Incl. ExhibitsDownload