Updates

Concord Regional VNA – Central New Hampshire VNA & Hospice Affiliation Community Impact Assessment

June 23, 2020 - Click here to view the Central New Hampshire VNA & Hospice Affiliation Community Impact Assessment.


Virtual Public Listening Session

On Wednesday, June 3, 2020, Concord Regional VNA and Central New Hampshire VNA & Hospice hosted a Virtual Public Listening Session to share information about our proposed merger. The session included a brief presentation followed by a question and answer period. We invite you to view it here.


Summary of Proposed Merger Agreement between Concord Regional VNA and Central New Hampshire VNA & Hospice

Concord and Laconia, NH (June 1, 2020) - CONCORD REGIONAL VISITING NURSE ASSOCIATION, INC. CENTRAL NEW HAMPSHIRE VNA & HOSPICE

Summary of Proposed Merger Agreement

The purpose of this summary is to inform the parties’ respective constituents about the major elements of the transaction that they are negotiating. The definitive agreement has not yet been finalized, and the board of trustees of each organization is soliciting input from its communities to inform the board’s deliberations and negotiations. Therefore, the terms of the final agreement may vary from this summary.

I. WHO:

Concord Regional Visiting Nursing Association, Inc. (“CRVNA”) and Central New Hampshire VNA & Hospice (“CNHVNAH”) are New Hampshire tax-exempt entities with charitable missions to provide home health care, and community wellness and hospice services. CRVNA is based in Concord and CNHVNAH is located in Laconia and Wolfeboro, and they have adjacent and slightly-overlapping service areas.

II. WHY:

Given (i) the current economic and regulatory challenges to the fulfillment of their charitable missions, (ii) the evolution of home health care delivery models, services and reimbursement, and (iii) the compatibility of their missions and adjacency of their service areas, CRNVA and CNHVNAH have explored various collaborative arrangements through which they can maintain and potentially increase their ability to meet the community health care needs of their respective service areas, and enhance the quality and sustainability of their charitable services. They believe that the transaction described below will result in innovative models of care, improve quality, reduce duplicative services and the expense of delivering and accessing care, and enhance their workforce recruitment and development.

III. WHAT:

A. Combination. The parties have determined that they will be best able to fulfill their missions by combining their organizations into a single entity (the “Combined Entity”). By integrating the assets, liabilities, and services of each organization into a single management, financial and operational structure, the parties expect that the Combined Entity will be more efficient and viable in the long-term. Although a 2-year integration period is contemplated (discussed below), the parties envision that the Combined Entity, while respectful of its heritage, will have evolved into a unified entity pursuing its charitable mission without the need to maintain separate powers or protections for its founders. This is not a merger by which one organization subsumes and extinguishes another, but instead is the combination of two non-profit organizations with compatible missions to create a new, integrated and stronger organization with the same charitable pursuits.

B. Operations and Existing Assets. The Combined Entity will continue to offer current CRVNA and CNHVNAH services and to maintain principal offices in Concord, Laconia and Wolfeboro for as long as such services and locations are feasible and in furtherance of the Combined Entity’s charitable mission. The Combined Entity will respect all donor-restricted funds and the programmatic purposes for which certain historical fundraising activities of the parties have been conducted. The parties also expect to commit to using all operating reserves existing at closing for the needs of the service area of the organization which accumulated such reserves.

C. Governance and Management. The Combined Entity will be governed by a Board of Trustees, the initial size of which is proposed to be 21 members. The Combined Entity Chief Executive Officer will serve on the Board ex officio with full voting rights. The parties have agreed that Beth Slepian (current CRVNA CEO) will serve as the initial Chief Executive Officer of the Combined Entity, and Lisa Dupuis (current CNHVNAH CEO) will serve as the initial Chief Operating Officer of the Combined Entity. The following decisions are expected to require a vote of 2/3 of the trustees of the Combined Entity Board (a “supermajority vote”): (i) unbudgeted capital expenditures or debt in excess of $100,000; (ii) material changes in clinical services or programs; (iii) relocation or closure of any principal office or the expansion or contraction of the current combined service are of the parties; (iv) a corporate reorganization; (v) a proposed dissolution; or (iv) an amendment to the supermajority provisions of the Combined Entity bylaws.

IV. HOW:

A. Merger. CNHVNAH is expected to be merged into CRVNA, with CRVNA being the legal surviving entity. To capture the identity and heritage of each party and integrate their clinical operations and charitable missions, the articles of agreement and bylaws of CRVNA will be amended at closing to combine the parties’ charitable mission statements, establish a new governance structure and incorporate other terms of the merger agreement between the parties.

B. Integration Period. To ensure that the Combined Entity is established and integrated as contemplated by the parties, the definitive agreement will establish a 2-year integration period (the “Integration Period”). During the Integration Period, the Combined Entity Board of Trustees will have representatives nominated by CRVNA (60%) and by CNHVNAH (40%). To protect the interests of CNHVNAH under the merger terms, the following decisions of the Combined Entity Board will require a supermajority vote of all Trustees during the Integration Period: (i) hiring or termination of the chief executive officer; (ii) approval of operating and capital budgets; and (iii) any material change in endowment or investment policies. Additionally, the merger agreement will describe an un-winding procedure if the Combined Entity Board, by a supermajority vote, decides during the Integration Period that the parties’ mutual vision and goals cannot be fulfilled.

V. WHEN:

It is expected that the boards of trustees of CRVNA and CNHVNAH will meet in late June and/or early July, 2020 to vote on the merger agreement. If the merger agreement is approved by the boards, the parties will seek regulatory approval from the New Hampshire Director of Charitable Trusts under RSA 7:19-b (the “Change of Control” statute) and review by the New Hampshire Attorney General, Consumer Protection and Antitrust Bureau. Following receipt of regulatory approvals and the completion of any remaining due diligence, the parties’ boards will reconvene either to confirm the merger agreement, make modifications based on the public testimony or diligence results, or conclude that the conditions to the agreement (satisfactory due diligence and regulatory approvals) cannot be met. The parties hope that all conditions can be satisfied and the merger consummated by December 31, 2020.

Summary Date: June 1, 2020


Concord Regional Visiting Nurse Association and Central New Hampshire VNA and Hospice Will Host Virtual Listening Session Wednesday, June 3

Concord and Laconia, NH (May 27, 2020) – Concord Regional Visiting Nurse Association (Concord Regional VNA) and Central New Hampshire VNA & Hospice (Central VNA) will hold a virtual public listening session on Wednesday, June 3, 2020, from 4:30 to 6:00 p.m. to share information about their proposed merger and gather feedback from the public through a question and answer session.

The online listening session follows the organizations’ announcement on March 19, 2020, of their signing of a non-binding letter of intent (LOI) to merge. The non-binding LOI is the first step in a process that involves further due diligence, negotiation of final terms, opportunities for public input, approval by each organization’s Board of Trustees and review by federal and state regulators.

The listening session will include a presentation by Beth Slepian, President and CEO of Concord Regional VNA and Lisa Dupuis, CEO of Central VNA outlining the organizations’ plans for the merger and its role in sustaining the home and community based health care needs of residents of the Greater Capital Region and Central New Hampshire. Following the presentation, Slepian and Dupuis will be joined by Concord Regional VNA Board of Trustees Chair Melvin J. Severance and Central VNA Board of Trustees President Kristen Gardiner for a live question and answer period in which they will take questions from attendees.

Formed through the merger of Community Health & Hospice in Laconia and the VNA & Hospice of Southern Carroll County in Wolfeboro, Central VNA provides in-home healthcare services to 47 Lakes Region communities, including home care, rehabilitation services, pediatric care, palliative care, and a comprehensive, team-based home hospice program.

Incorporated in 1899, Concord Regional VNA is a not-for-profit licensed and certified home health and hospice care provider. The agency serves people of all ages in more than 44 communities in central New Hampshire by providing home care, hospice care, palliative care, personal home services, pediatric and maternal child health services, and wellness programming. Concord Regional VNA opened New Hampshire’s first hospice house in 1994. In fiscal year 2019, Concord Regional VNA provided more than $5.1 million in community benefits.

The public listening session will be hosted on Zoom, and those who wish to participate must register at www.vnaforthefuturenh.com by 2:00 p.m., Wednesday, June 3. The event will begin promptly at 4:30 p.m. and will conclude immediately following the question and answer period.


Concord Regional Visiting Nurse Association and Central New Hampshire VNA and Hospice Announce Intention to Merge

Concord and Laconia, NH (March 19, 2020) – Concord Regional Visiting Nurse Association (Concord Regional VNA) and Central New Hampshire VNA & Hospice (Central VNA) today announced that they have signed a non-binding letter of intent (LOI) to merge their two organizations to better serve the home and community based health care needs of residents of the Greater Capital Region and Central New Hampshire.

The non-binding LOI is the first step in a process that involves further due diligence, negotiation of final terms, opportunities for public input, approval by each organization’s Board of Trustees and review by federal and state regulators. The unified agency would:

  • Improve access to high-quality home-based care for individuals and families in 82 communities served
  • Respond to growing demand for specialty home-based clinical services, including intravenous therapy, wound care and pediatrics
  • Enhance and expand community wellness programming
  • Attract, retain and develop a highly-skilled workforce

“Agencies that deliver home health and hospice services face challenges that are making it more difficult to deliver care, including complexities in technology, licensing and administrative requirements, and demand for services that require a higher level of expertise,” said Beth Slepian, President and CEO, Concord Regional VNA. “Our number one priority is the health, safety and well-being of our patients, staff and communities as we all grapple with this serious public health emergency, however, we must also look to the future. Merging our agencies would allow us to maintain a high level of care, and scale to expand services throughout the New Hampshire communities we serve.”

“Concord Regional VNA and Central New Hampshire VNA & Hospice have a longstanding history of working closely together,” said Lisa Dupuis, CEO, Central New Hampshire VNA & Hospice. “With the healthcare landscape continually changing, we need to focus on the future in order to guarantee that we can continue to deliver the highest level of home-based health care, and I am excited about the possibilities affiliating with Concord Regional VNA would offer to our communities, our patients and our staff.”

This LOI represents a high-level agreement about why a proposed merger of the two agencies would better meet the growing demand for home and community based healthcare, including nursing services, physical rehabilitation, occupational therapy, homemaking services, end-of-life care, and wellness programming. Merging would bolster the agencies’ future sustainability.

Formed through the merger of Community Health & Hospice in Laconia and the VNA & Hospice of Southern Carroll County in Wolfeboro, Central VNA provides in-home healthcare services to 47 Lakes Region communities, including home care, rehabilitation services, pediatric care, palliative care, and a comprehensive, team-based home hospice program.

Incorporated in 1899, Concord Regional VNA is a not-for-profit licensed and certified home health and hospice care provider. The agency serves people of all ages in more than 44 communities in central New Hampshire by providing home care, hospice care, palliative care, personal home services, pediatric and maternal child health services, and wellness programming. Concord Regional VNA opened New Hampshire’s first hospice house in 1994. In fiscal year 2019, Concord Regional VNA provided more than $5.1 million in community benefits.