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public document that outlines details on the proposed deal, including conditions for the purchase, Novant’s pledge to maintain and expand the presence of UNC Health and UNC School of Medicine at NHRMC and a long list of measures that would impact hospital employees and patients.

Before a final vote, people will be able to see a copy of the definitive agreement, and the county will hold a public hearing, as required by state law.

Because New Hanover County owns NHRMC – a rarity, with the local health system being the third-largest in the U.S. still owned by a county – the proceeds form what several officials have called a “once-in-a-generation opportunity.”

As described in the letter of intent, Novant is offering to pay $1.5 billion to the county for NHRMC. It also offered to let the county keep any NHRMC cash the hospital still has on hand after debts and other liabilities are paid off, which in September was estimated to be about $400 million – a figure that would be updated after a closing. (Aside from the money to the county, Novant also offered to give $50 million to the existing NHRMC Foundation and spend $3.1 billion in routine capital expenses and strategic master plan projects on NHRMC over the next decade.)

But while the issues surrounding the potential sale of the hospital and Novant’s proposals as its next owner have been combed through during months of talks, presentations and community meetings – both in-person and online because of COVID-19 – the county’s plan to spend potentially $1.9 billion in proceeds has received less public discussion.

A spending plan first appeared publicly in early July when hospital trustees voted for negotiating with only Novant. The trustees’ resolution became part of the approved letter of intent, and county commissioners have said the recommendations – which set aside money for the hospital, county reserves, a mental health and substance abuse fund and a new $1.25 billion community foundation – came from individual talks with county staff and briefings. Several said that’s why the plan was never sussed out in county commissioners meetings or work sessions, which would have been public.

Next month when the deal with Novant is voted on, the spending plan for the proceeds and how the new foundation will be set up also will be on the table for approval.

“There’s four different escrows, for lack of a better word, where the money will end up being placed if in fact the [hospital] trustees and the county commission approved the definitive agreements,” New Hanover County Manager Chris Coudriet said.

Here are more details about what’s been released so far on that spending plan – the caveat being that negotiations might have changed some things since mid-July when the letter of intent was approved; some details still appear not to be worked out as of Sept. 1; and the wild card remains politics as tensions have risen recently among the five county commissioners who are expected to vote Oct. 19 on the future of the hospital ownership as well as the proceeds.

COMMUNITY FOUNDATION: $1.25 BILLION

The lion’s share of sale proceeds would go to an independent, tax-exempt foundation with the intent of funding community efforts.

“The design is for the principal of that money to not be touched, just the investment income off of it,” Spence Broadhurst, one of the cochairs of the Partnership Advisory Group, said in an online talk with the public Tuesday.

The letter of intent identified four areas the fund, or interest earnings on the endowment, would be spent on. Those are education (from K-12 schools through higher education); health and social equity (addressing food deserts, for example); community development (such as a workforce housing trust fund and open space preservation); and community safety (including next-generation 911 services and updating law enforcement training).

“That’s what the foundation will focus on, and so there will be an 11-person board ultimately that is the governance structure for that and will also make the final choices on what actually … to invest those dollars [on],” Coudriet said.

Despite the debate over how the foundation will be set up, that group would not likely be appointed until next year after the sale’s closing takes place – assuming the deal is approved – under the county staff’s plans now for the foundation’s framework, said Jessica Loeper, the county’s chief communications officer.

In the interim, five people would be picked initially by the county as the new foundation is established, Coudriet said. Among that group’s responsibilities likely would be picking which investment management firm will handle the fund “because there is work that would need to be done prior to the assets coming to the foundation,” Loeper said.

The makeup of the 11-person foundation board has caused some sticking points so far for the county commissioners.

In the letter of intent, it is proposed that the board be made up of six people picked by the hospital board and five people picked by the county commissioners. Under what the proposal county staffers are working on, the board would not be self-perpetuating, meaning that any future vacancies would go back to the county commissioners or hospital board to decide on new members, Coudriet said.

Commissioner Pat Kusek, in a recent OpEd for the StarNews, said there was a push to make all of the foundation appointments come from the county commissioners, citing three of the five votes necessary to make the change.

She argued that having more appointments from the county commissioners would hamstring the foundation’s ability to invest in sources outside the fiscally safe ones as outlined in state law and could limit the endowment’s earning potential.

“The whole way that foundation was structured to begin with was to be able to only take off the amount that it earned every year to be used for purposes that the foundation board members would approve,” she said in an interview this week, pointing to the difference a 1% and 4% return would mean on a billion-dollar endowment.

But enough commissioners – including Woody White and Jonathan Barfield – said they share Kusek’s logic and would not vote for a change in the proposed board makeup so there does not appear to be support for that change.

“I’ve had individual discussions with commissioners about all types of options on the board,” said commissioners chair Julia Olson-Boseman. “One of [the options] was 11 members from the commissioners, but ultimately the majority of commissioners didn’t believe that was the right way to go. So the majority of commissioners to the best of my knowledge believe that five should be appointed by commissioners and six by the trustees because we want to

be able to maximize the benefit that we get from the foundation because that’s going to be there forever.”

Commissioner Rob Zapple, however, disagrees with the investment interpretation. He said even with a board made up solely of commissioners’ picks, the state statute allows for the state Local Government Commission to approve a more aggressive investment plan.

Zapple also said he was concerned with a future hospital board, which will replace the existing NHRMC Board of Trustees, as part of the deal having control of the majority of the foundation’s appointments and say over the endowment money.

As part of the proposed sale, local governance was stressed as a key area, and the new 15-member hospital board is supposed to include mostly (at least 12) residents of the region.

“However, it does say there, that the entire board will be ratified by Novant Health,” Zapple said about the new hospital trustees, which will hold six of the appointments for the community foundation. “If we don’t work out a better system of appointing, I’m not only going to oppose this, I’m going to be extremely vocal.”

The only change on the foundation that has come up so far is a two-year cooling-off period before elected officials and hospital trustees would be eligible to sit on it.

Commissioners voted 4-1 on Aug. 10 on that additional rule – the letter of intent already stated that sitting officials could not serve on the foundation. But the vote angered Kusek, who had expressed interest in being considered for the foundation since she is not running for re-election and her professional background is in finance, in part because she said she didn’t know the vote was coming up.

“This is not the way that we’re supposed to govern. We’re supposed to have discussions,” said Kusek, who voted against the change. “We’re not supposed to have things tossed out that aren’t on the agenda and we’re expected to vote on them inside of three minutes.”

The foundation appointments and cooling-off issues bring up a larger point of what other details commissioners might disagree about leading to the final vote on the entire deal.

HOSPITAL TRANSITION: $300 MILLION

The letter of intent calls for $300 million from the sale proceeds to be set aside for an “NHRMC Transition Stabilization Escrow” account.

Of that, $100 million would be used to cover any trailing costs not addressed in other parts of the contract. An example Coudriet gave of that would be damages from potentially pending lawsuits that might have started before Novant became the new owner but the amount won’t be known until later. Any money not spent from the $100 million two years after the closing would be split between the NHRMC Foundation and the new community foundation, according to the letter of intent.

The other $200 million would help employees from being impacted by moving to new benefits, cover some wind-down and transfer costs for moving the ownership over and “address the staff and provider resiliency funding needs,” according to the letter of intent.

Because NHRMC currently has a pension plan for its employees, and Novant Health does not, part of the money is intended to help fund their transition.

Of the nearly 7,500 NHRMC employees, there are more than 5,300 active employees in the hospital’s defined benefit pension plan, which as of April was almost $263.8 million, according to NHRMC officials.

How much of the $200 million escrow fund would be used to address the pension was still being determined, said Carolyn Fisher, NHRMC’s director of marketing and public relations

“There are many variables and assumptions to project over the plan life, the liability and the related funding,” she said.

In the area of “resiliency funding,” Fisher said, “We are looking for ways to invest in programs and services for staff and providers that will support their broader needs. Preventing burnout has been a priority for us.”

Fisher also said that no details around potential hospital employee bonuses have been finalized.

County commissioners’ responses about potential bonuses ranged from not having heard about the proposal to a one-time bonus of $3,000- $5,000 for each employee to a $1,500 bonus only for those on the lower end of the pay scale.

“I wanted just to make sure that no employee was left behind,” said Olson-Boseman, who also sits on the hospital trustees board. “We put them through a lot over this past year, and I certainly believe – and I think all of the trustees believe that – this has been a rocky time for them … We felt that we should protect their pension, the people who were there, and give the lower-paid [employees] a one-time bonus.”

Zapple has questioned why Novant shouldn’t absorb those employee costs when they transfer over to their payroll instead of taking it from county proceeds. Coudriet said they could have reduced the sale price by $200 million and asked Novant to cover those areas but it still stems from the same money.

COUNTY RESERVES: $300 MILLION

In the same amount as the hospital escrow, the county also came up with a proposed $300 million set aside for a “County Revenue Stabilization Fund.”

The idea is to use interest proceeds off that fund to cover county costs. A supermajority of the sitting commissioners, or four of the five votes, would be needed to dip into the escrow.

While it would be up to commissioners on how to spend it, Coudriet said examples of spending could range from helping shore up sales tax dips as what’s happening now because of the COVID-19 pandemic or covering costs from hurricanes.

“We would imagine using it to pay as you go to satisfy limited obligation bond debts early or at the point that they’re called rather than refinancing and paying them off; COVID-19, where we are going to be several million dollars short on sales taxes,” he said. “There would be money in escrow available to stabilize the budget. Hurricane Florence, we ended up spending about $26 million largely out of the fund balance. Rather than dip into fund balance, [we could] use the escrow as the bridge until reimbursement comes in.”

MENTAL AND BEHAVIORAL HEALTH FUND: $50 MILLION

Finally, under the letter of intent, $50 million is earmarked for mental and behavioral health initiatives.

The money, as proposed, would be used to fund long-term, residential substance abuse treatment programs; commit to sustained grant funding to evidence-based programs; and expand access to mental health services.

“We all believe in doing something about the opioid crisis,” Olson-Boseman said, “so we want to make sure that was identified up-front.”

FOUNDATION ENDOWMENT

Here are areas that have been identified for areas that the proposed $1.25 community foundation endowment money could be used for, including examples of potential initiatives, according to the letter of intent approved in July. The final agreement documents might show the same areas or could have been updated since then. Public Primary, Secondary and Post-Secondary Education (possible initiatives) • High quality universal pre-kindergarten with wrap-around services • Comprehensive, no-cost broadband connectively countywide • Comprehensive access to modern technology for all learners • NHC Teacher Fellows program for traditional and charter school graduates committed to returning to local public schools • Access to scholarships for post-secondary education attainment • School facilities designed for mid-21st century education delivery Health and Social Equity (possible initiatives) • Eradicate food deserts across the county • Expand access to high quality, fair cost physical and mental health clinics for county residents • Funding support to eliminate disparities in health outcomes focused initially on diabetes and obesity • On-demand, cost-effective transit system for dependent and choice riders • Funding for new senior resource centers and other support for senior citizens based on the county’s strategic master plan for aging adults Community Development (possible initiatives) • Workforce housing trust fund • Small business micro-loan program • Minority- and women-owned business support programs • Open space and public water access preservation Community Safety (possible initiatives) • Next generation 911 services developed and deployed • Rapid response fire rescue and emergency medical services • Support and resources for community-led restorative justice programs • Modern development and training of law enforcement, to include cultural competency and implicit bias • Comprehensive flood, storm surge and wind mitigation investments