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CON2017030 Objection to Extension Request parker RECEIVED hudson JUN 042020 Office of Health Planning Georgia Department of Community Health May 26, 2020 VIA EMAIL & U.S. MAIL Stacey Hillock, Esq. Executive Director Office of Health Planning Department of Community Health 2 Peachtree Street, 5th Floor Atlanta, Georgia 30303 Re: LCMC OPCO, LLC d/b/a Lee County Medical Center Project No. GA 2017-030 Request for Impermissible Extension of CON Implementation Deadline Phoebe Putney Memorial Hospital, Inc.'s Objections Dear Sir or Madam: By this letter, Phoebe Putney Memorial Hospital, Inc. ("Phoebe") objects to LCMC OPCO, LLC d/b/a Lee County Medical Center's ("LCMC") May 21, 2020 request for extension of the already fully extended deadline to comply with the mandatory implementation requirements for Project No. GA 2017-030 (the "Request"). LCMC's Request seeks a further extension of the implementation requirements deadline that the Department's Rules do not permit. As discussed below, the Department has already extended the implementation requirements deadline by 12 months, the maximum allowable extension. A. Background On November 15, 2017, the Department granted LCMC a CON for Project No. GA 2017-030 to develop a new short-stay general hospital in Lee County, Georgia. After the final resolution of appeal proceedings related to the project, the Department determined that the mandatory implementation and completion deadlines for the Project were to be June 21, 2019, and August 6, 2020, respectively. Then, on May 28, 2019, the Department granted LCMC's request for a 12-month extension of those deadlines to June 21, 2020 for implementation, and August 6, 2021 for completion. (See Exhibit A). LCMC's new Request seeks a second 12-month extension of both the implementation and completion deadlines for the Project. Bizarrely, in an attempt to justify what the Department's Rules do not permit, LCMC points to the Executive Orders issued by the Governor in response to the current COVID-19 state of emergency that are meant to speed up—not delay—healthcare initiatives. In other words, the Request attempts to justify what the Department's Rules do not permit on the basis of Executive Orders meant to spur the opposite of what LCMC proposes. Parker,Hudson,Rainer 8 Dobbs LLP•303 Peachtree Street NE,Suite 3600,Atlanta,Georgia 30308•t:(404)523-5300•phrd.com 6506927.v4 + parker Stacey Hillock, Esq. May 26, 2020 hudson Page 2 B. The Department's Rules Do Not Permit the Request to Be Granted. As an initial, and final, matter, the Request must be denied because the applicable rules prohibit an extension of the implementation requirements beyond 12 months from the initial deadline. See DCH Rule 111-2-2-.02(7)(c) ("In no case, shall the Department extend the initial 12-month implementation period of a Certificate of Need beyond an additional 12 months.") (emphasis added).' LCMC has already obtained the maximum allowable 12-month extension of the implementation period to the current June 21, 2020 deadline when the Department granted its first extension request on May 28, 2019. As a result, the Request must fail. C. The Governor's Executive Orders Dealing With the COVID-19 Emergency Cannot Justify Delaying Implementation of CON Projects. Even if LCMC had not already exhausted the available time periods for extension of the project implementation requirements deadline, the purported grounds for the Request— the Governor's Executive Orders dealing with the COVID-19 emergency—would not support delaying the Project. The State of Georgia Executive Order No. 03.20.20.02 (as extended by Executive Order Nos. 04.08.20.02 and 04.30.20.01) authorizes the Department to suspend the CON Act's requirements "where such suspension would permit capable facilities to expand capacity, offer services, or make expenditures necessary to assist with the needs of this Public Health State of Emergency." (emphasis added). The Department's suspension request form tracks the Executive Order's language, authorizing suspension only "where such suspension would permit capable facilities to expand capacity, offer services, or make expenditures necessary to assist with the needs of this Public Health State of Emergency." The stated purpose of the Executive Orders and the Department's CON suspension program is to enable providers to increase capacity and mobilize resources to respond to the COVID-19 crisis immediately. Suspensions are not intended to enable approved CON applicants to delay the implementation of projects. Not surprisingly in view of its illogic, LCMC's Request does not even attempt to show how a second 12-month delay would help it respond to the current COVID-19 crisis, much less facilitate a response within the mostly-expired timeframe of the state of emergency. See State of Georgia Executive Order No. 04.30.20.01 (extending the Public Health State of Emergency until June 12, 2020). 1 The Department may grant an exception to the 12-month maximum extension rule only where "the certificate holder is precluded from normal progression due to litigation involving the Certificate or where the method of financing is precluded by litigation." DCH Rule 111-2- 2-.02(7)(d). Because the Request does not, and cannot credibly, contend that litigation is the source of delay for the extension it now seeks, that exception is clearly inapplicable here. parker Stacey Hillock, Esq. May 26, 2020 hudson Page 3 Indeed, the Department has correctly denied suspension requests where the requested action could not be taken in time to respond to the COVID-19 pandemic. For example, Northside Hospital, Inc. d/b/a Northside Hospital Gwinnett sought a CON suspension so that it could begin immediate development of an ED expansion project, with the goal of opening the expansion in the 4th Quarter (October-December) of 2020 to respond to COVID-19 demands. See COVID 2020-017 Request. The Department denied Northside's request to speed up its pending CON project, finding that a project that would not be finished until late 2020 "will not immediately assist with the needs of this public health state of emergency as required by Executive Order No. 03.20.20.02." LCMC's Request is much less compelling than Northside's denied suspension request, which at least sought to accelerate implementation of a project rather than delay it (as LCMC proposes). Consistent with the Executive Orders, the Department's decisions approving the suspension requests have all involved proposals for short-term, immediate expansions of capacity or expansion/movement of services. The Department has also emphasized that suspensions will expire at the same time as the emergency—no grandfathering will occur. See, e.g., COVID 2020-017 Decision ("[A]ny actions taken as a result of an approved suspension request will expire when the public health state of emergency expires and must be discontinued and dismantled."). The Department's logic further supports denying LCMC's Request, which would extend the project implementation requirements deadline even further beyond the emergency period.2 D. LCMC's Factual Assertions in Support of its Erroneous Legal Arguments Are Not Credible. The Request states that "but for these circumstances arising from the COVID-19 pandemic, implementation of the Project was on schedule and could reasonably have been implemented by the mandatory implementation and completion dates." For the reasons set forth above, LCMC's Request must fail even if its factual assertions were correct. However, they do not appear to be. LCMC's factual claims are unsupported and lack credibility. The estimated cost of LCMC's Project is approximately $124 million. Per LCMC's CON-related filings with the Department, the funding for the Project is to include up to $80 million from bonds issued by the Development Authority of Lee County. Those bond proceeds would account for the majority of the Project funding. To date, LCMC has not offered any evidence showing that the Development Authority has issued those bonds. LCMC gives no report on (i) the issuance and sale of the Authority bonds; (ii) bond approval by the necessary governmental bodies; or (iii) the status of 2 Any suspension under the Executive Orders would expire at the end of the emergency, well before LCMC's proposed new deadlines (including the new requested Project completion deadline of August 6, 2022). parker Stacey Hillock, Esq. May 26, 2020 hudson Page 4 necessary judicial validation proceedings. Furthermore, LCMC provides no information regarding the underwriters chosen for the bond issue, much less commitments, or even reports, from any such underwriters. Moreover, LCMC's Request implies that it is not able to hire the contractor(s) and subcontractor(s) necessary to develop the project for reasons related to the COVID-19 situation (as opposed to a lack of funding or diligence). However, significant health care construction projects are progressing throughout the region and the rest of the State. Those projects have not ceased progress (much less stopped for a 12-month period) during the current COVID-19 situation. For example, Tift Medical Center in Tifton continues to move forward with a $100 million construction project. That experience is by no means unusual. Healthcare (and other types of) construction projects continue to move forward in Southwest Georgia and throughout the State. The dubious nature of LCMC's claim is further illustrated by its failure to list the contractors who have turned down work on the project. LCMC has provided no documentation that all of the general contractors who work in the region (including the multi-state and national contractors who regularly work there) have turned down an opportunity to work on its Project. Indeed, LCMC has not shown that even a single contractor has declined the job for reasons related to construction resources scarcity. E. Conclusion As illustrated by the above discussion, LCMC's Request for another extension of the deadline to comply with the mandatory implementation requirements for Project No. GA 2017-030 beyond what is permitted by law has no legitimate legal or factual basis. Accordingly, the Department must deny the Request. Thank you for your attention to this matter. !-\ Ver truly yours, \.\\ ) cl\)_____Ar Art.ado L. asarrate ALB/Ism Enclosure cc: Dawn G. Benson, Esq. Ms. Lori Jenkins Grace P. Kopache, Esq. GEORGIA DEPARTMENT O R 1 G I \ A L 7 s OF COMMUNITY HEALTH `L, Healthcare 9 Geor is V fadlityRegulation Certificate of Need Request to Extend Effective Period or Performance Period Project Date of Approval:6/21/2018mmlddlyyyy ` ENTER the Project Number and County below Mandatory Implementation Date:6/2112019mm/ddlyyyy Use the Format YYYY### (Example:2007122,2008051,2009002) Mandatory Completion Date:08/062020mm/dd/yyyy Each of the above dates is located at the bottom of the issued Certificate of Need(or in the extension letter,if applicable). Division of Health Planning(DHP)DATE STAMP PROJECT NUMBER RECEIVED CON2017030 MAY 14 2019 COUNTY: Lee Office of licalth,^-!.inning Georgia Department of C3mmur ity Health Signed Original and 1 Copy �� (This Box for Certificate of Need Office Uso Only) General Information: 1. This form Is a required document that must be submitted by a party wishing to extend an approved project's mandatory Implementation date AND/OR mandatory Completion date. 2. This request must be date-stamped by the Division of Health Planning showing receipt of request as being at least thirty days prior to expiration of the period (project Implementation or project completion)for which you are seeking an extension. 3. This form must be typewritten or completed and printed in this MS Word format. Handwritten responses must not be submitted and will not be accepted. 4. All form fields must be completed. If a field is not applicable,so indicate. 5. You must submit a signed original and one copy of this form and any and all attached documentation,If applicable. 6. The signed original Request for Extension form and the one copy must be submitted on loose leaf, one-sided 8'/2 by 11-Inch paper only. Please send the request,and copy,in a 10x13-inch envelope —do not fold. 7. Faxed or e-mailed requests are not official and will not be accepted. State of Georgia:Certificate of Need Performance Extension Request Form CON-EXT 110 •Page t: Revised May 7,2012 EXHIBIT A 1. Identify the approved applicant. Approved Applicant Legal Name: LCMC OPCO, LLC d/b/a(if applicable): Lee County Medical Center Address: 201 Seaboard Lane, Ste 125 City: Franklin State: TN Zip: 37067 2. Identify the authorized representative submitting this request. AUTHORIZED REPRESENTATIVE/CONTACT PERSON Name: G. Edward Alexander Title or Position: President and CEO Address: 201 Seaboard Lane, Ste 125 City: Franklin State: TN Zip: 37067 Phone: 615-550-2600 Fax: E-mail Address: ealexander@icmcopco.com 111-2-2-.04(2)(a): All entitles receiving a Certificate of Need shall maintain a valid and accurate mailing address with the Department. Any notification, notice,or letter required by these Rules is deemed to be received by the certificate holder when the Department malls such notification, notice,or letter to the mailing address on file with the Department. Is the Approved Applicant Information above and Contact Person information above the same as on the original CON application? Yes ® NO❑ ,update the master record with the information provided. 3. Purpose of Request I am requesting the Division of Health Planning extend: Implementation Date❑ Completion Date❑ Both Implementation and Completion Dates Length of time requested? months Length of time requested? months Length of time requested? 12months For the following type reason(s): Fire, flood, explosion, catastrophic weather conditions, riots, or other civil disturbances, work stoppages or strikes,zoning or permitting changes or similar occurrence. Other State of Georgia:Certificate of Need Perfonnance Extension Request Form CON-EXT 110 Page 2 Revised May 7,2012 4. Provide in the space below the specific reason(s)you are requesting an extension.You must include, specifically,the circumstances beyond your control that preclude timely performance as agreed upon at the time of approval of the Certificate of Need project.Attach documentation as appropriate. See attached Exhibit A State of Georgia:Certificate of Need Performance Extension Request Form CON-EXT 110 Page 3 Revised May 7,2012 5. Extension History and Reporting Information: Mark appropriate answer(s) This is the first time an extension of (previously filed request any kind has been requested for Yes ❑ No® was withdrawn) this CON project. The mandatory implementation Once 0 Twice❑ date for this project has been Yes ❑ No extended previously. Three times or more 0 The mandatory completion date Once 0 Twice❑ for this project has been extended Yes 0 No gi previously. Three times or more 0 The most recent progress report Date: mmrdd/yyyy No progress reports have been submitted to DHP for this project submitted thus far was on:(answer In appropriate column) Percent Progress reported Was this CON granted based on a"phased approach to construction and completion"? Yes ❑ No If yes, how many phases? If approved to be done in phases-the number of phases is designated on the actual Certificate of Need under"Conditions.' 6. Signature By signing below, I hereby certify that the contained statements and all attachments hereto are true and complete to the best of my knowledge and belief and that I possess the authority to submit this form. REQUESTING PARTY CERTIFICATION Si a re ofthorized Signatory INK ONLY): Name: (:; Title: Date: .. Submit to: Georgia Department of Community Health Division of Health Planning 2 Peachtree Street. NW 5"'Fluor Altant.+ GA 3030? State of Georgia:Certificate of Need Performance Extension Request Form CON-EXT 110 Page 4 Revised May 7,2012 Request for Extension - Department Decision: 7 0 3 O DHP Use Only—DO NOT WRITE IN THIS BOX CON G L 0 1 Request for extension: Approved Denied n By(initials �Dats:�j �/gmm/dd/yyyy DHP Use Only—DO NOT WRITE IN THIS BOX If your request is approved the revised performance date(s) are as follows: Mandatory Implementation Date: `'� �'�j �'V v / Mandatory Completion Date: a k�l 70 z / CON Project Categories and required post approval documentation: Construction Projects: A progress report must be submitted to the Division of Health Planning showing timely project implementation, as well as, interim progress reports at approximately 25%, 50%, and 75%completion. You must also submit—during the initial twelve months -a copy of the construction contract showing beginning and ending dates for construction and a copy of the state architect's letter showing approval of plans. A final progress report must be submitted showing timely project completion and must also include total project cost and total square feet. Procurement Projects: Only a final progress report must be submitted to the Department showing timely project completion-the date you were in possession of the approved equipment. Service Change Projects: (expansion of service area, new service with no construction) Only a final progress report must be submitted to the Department showing timely project completion—the date you started providing services to patients in the expanded service area or started providing the approved service. If you are uncertain as to how your approved CON Project is categorized you may contact Doris Berry dberry@dch.ga.gov for this information. The Department is authorized to grant extensions of the effective period of a CON when there are circumstances beyond the control of the applicant and when an extension request has been made in writing at least 30-days prior to the expiration of the initial duration period, or any approved extension thereof. Ga.Admin. Code § 111-2-2-.02(7) State of Georgia:Certificate of Need Performance Extension Request Form CON-EXT 110 Page 5 Revised May 7,2012 Berry, Doris From: Berry, Doris Sent: Tuesday, May 28, 2019 7:52 AM To: ealexander@lcmcopco.com Cc: John Ray Esq. (JRay@rayandgregory.com); Roxana Tatman; Rachel King Subject: CON2017030 Request for Extension - Response Attachments: CON2017030 Request for Extension - Response.pdf Mr. Alexander, Your request for a twelve-month extension to the Mandatory Implementation Date for Certificate of Need Project GA2017030, received by the Office of Health Planning on May 14, 2019, has been approved. Please see the attached advance copy of the approval. You will see the extended mandatory implementation date is June 21, 2020. The project's mandatory completion date has also been extended 12- months to August 6, 2021. The Department records have been updated to reflect this extended Performance Period for CON GA2017030. I will forward the original to you via the USPS. Please address Roxana Tatman, Interim Executive Director, Office of Health Planning, with any questions you may have. Doris Berry, M.Div. Office of Health Planning Georgia Department of Community Health 2 Peachtree Street, NW 5th Floor Atlanta, GA 30303-3159 P h:404-656-0462 Fx: 1-877-736-5839 Reader Advisory Notice: Email to and from a Georgia state agency is generally public record,except for content that is confidential under specific laws. Security by encryption is applied to all confidential information sent by email from the Georgia Department of Community Health. 1 EXHIBIT A Introduction. On November 15, 2017, the Department of Community Health (the "Department") granted LCMC OPCO, LLC d/b/a Lee County Medical Center ("LCMC") a certificate of need("CON") to develop a new 60-bed short-stay general hospital (the"Hospital") in Albany, Lee County, Georgia(the"Project"). The Project's initial 12-month implementation period(the "Implementation Period") was initially set to expire on November 15,2018,and the CON effective period(the"Effective Period") was initially set to expire on January 1,2020. As a result of an appeal of the Department's decision, which was dismissed,the Implementation Period is now set to expire on June 21, 2019, and the Effective Period will expire on August 6,2020. See Attachment"1." LCMC previously filed an extension request on February 1,2019. The Department asked LCMC to withdraw its initial extension request,which LCMC withdrew by letter dated February 15,2019. See Attachment"2." The Department also asked LCMC to refile a new extension request, if necessary, closer to the May 22, 2019 extension request deadline to allow for a change of circumstances. For the reasons set forth below, LCMC hereby respectfully requests,pursuant to Rules 111-2-2-.02(7)(a) and 111-2-2-.02(7)(b), a 12-month extension of the Implementation Period and a 12-month extension the Effective Period. LCMC's request satisfies Rules 111-2-2-.02(7)(a) and 111-2-2-.02(7)(b), which respectively set forth the requirements for obtaining an extension of the Implementation Period and the CON's Effective Period. Acquisition of Party to Revenue Bond Transaction. As documented in the CON application, the Development Authority of Lee County is financing a significant portion of the Project (up to$85 million) with proceeds obtained through its issuance of revenue bonds, which MedEquities Realty Trust, Inc. ("MRT")stated its intent to purchase. Early this year, LCMC learned that MRT is being acquired by a third party, Omega Healthcare Investors, Inc. ("Omega"). See Attachment "3," which contains a copy of the press release dated January 2,2019. As you can see from the press release,the transaction was expected to close in the first half of 2019. Unfortunately,Omega's acquisition of MRT has not yet closed. Since LCMC withdrew its initial extension request in February of this year, LCMC also learned that four lawsuits were filed challenging the acquisition. See Attachment "4." Notwithstanding,the transaction is expected to close later this month. As a result of these circumstances (all of which were clearly beyond LCMC's control), LCMC was not able to determine whether MRT would be able to purchase the revenue bonds before the closing of the transaction with Omega or the date upon which Omega would purchase the revenue bonds after the transaction closed. These circumstances have delayed the validation and issuance of the bonds, which has in turn delayed the Project's implementation. 1 Site Development. In addition, numerous circumstances (all of which were beyond LCMC's control)have delayed the Project's implementation. By way of background, the Hospital will be located on approximately 10 acres (the "Hospital Site") located within a larger tract of land (approximately 200 acres) formerly used by Lee County (the "County") as a golf course (the "Property"). At the time of the CON decision, the Property, including the Hospital Site, was undeveloped and lacked the required infrastructure to support the Hospital. A schematic of the Property, including the Hospital Site, is attached hereto as Attachment "5." As shown in the schematic,there are numerous drainage easements encumbering the southern portion of the Property. For example, pursuant to one of the drainage easements, storm-water runoff from a large shopping center located just south of the Property drains into designated stormwater retention areas(i.e.,ponds)on the southern portion of the Property. Additionally,there is a residential community on Grand Island Drive (bordering the northeastern edge of the golf course) that has an easement permitting the drainage of water onto the southern portion of the Property. As a result of these easements and the Property's overall topography, the Property cannot accommodate any additional drainage, such as would be generated by the Hospital. Thus, before construction of the Hospital can begin, the County had to design and engineer a drainage system that would direct runoff from the Hospital Site to a retention area that the County engineered and constructed on another piece of property(which is owned by Georgia Power Company and located off-site to the northeast of the Hospital Site). The drainage/retention project involved significant excavation and installation of more than 1,000 feet of storm drainage infrastructure, 4 feet in diameter and approximately 20 feet underground in some areas,affecting: (i)the Hospital Site;(ii) property owned by several adjacent homeowners; (iii) the Rails-to-Trails Conservancy; and (iv) the Georgia Power Company. The drainage/retention project also required the County to prepare a new retention area (approximately 11 acres) to accommodate the runoff. The new retention area is located on the property owned by Georgia Power. In the course of this work, the County experienced numerous unanticipated delays. First, before commencing construction on the drainage/retention system, the County had to negotiate easements with the homeowners in question, the Rails-to-Trails Conservancy and Georgia Power. Notwithstanding the County's diligent efforts to obtain the required easements, the negotiations took longer than anticipated and delayed the start date of the construction associated with the drainage/retention system and the new retention area. Second, although the County diligently pursued construction of the drainage/retention system after obtaining the easements, Hurricane Michael and the unusually heavy rainfall in the County during the last two quarters of 2018 and the first quarter of 2019 caused significant construction delays. Fortunately, construction of the drainage/retention system has now been completed. 2 However,as one would expect,the delay in constructing the drainage/retention system has delayed other site work essential to the Project's timely implementation and completion. For example,the County must construct a road that will allow access from the east and west edges of the Property to the Hospital (the "East/West Connector"). The East/West Connector's location and topography were determined in part by the design and construction of the drainage/retention system. The location of the East/West Connector was also impacted by the desire of certain homeowners on the northern portion the Property for there to be a sufficient set back between their properties and the connector. These circumstances, individually and collectively, delayed the County engineer's final determination regarding the precise location of the East/West Connector and where it will border and connect to the Hospital Site. Until that determination was made, the Project's engineer and architects could not determine the precise location of the Hospital on the Hospital Site. Without knowing the Hospital's precise location on the Hospital Site, the final site plan for the Hospital, including the location, size, and shape of the driveways and parking lots, and the location of the connections to the sewer system,could not be completed,nor could a final site survey be obtained. Without the final site plan and survey,the architects have been unable to complete their plans for the Hospital as anticipated. In turn,since the architects have not been able to complete their plans, it has simply not been possible to establish the construction pricing and finalize the construction contracts. Since the date LCMC withdrew its extension request, LCMC and the County have made substantial progress toward completing the site work necessary to begin construction of the Hospital. The engineering of the East/West Connector is now complete, and the design drawings setting the precise location and boundary of the East/West Connector have been finalized. The County has also obtained all of the necessary easements and rights of way for construction of the East/West Connector and utility lines leading to the Hospital. With this work complete, the site plan and the site survey will be finalized as soon as possible. Once completed,the architects can finalize the plans for the Hospital,and once the plans are completed,the final construction pricing and construction contract can be finalized. This work will be completed within the next nine to twelve months. This Request Satisfies Rule 111-2-2-.02(7). This Request is Based Upon Circumstances Beyond LCMC's Control. The circumstances described above were clearly beyond LCMC's control as required by Rule 111-2-2-.02(7)(a)(1) (which governs requests for extensions of the Implementation Period) and Rule 1I1-2-2- .02(7)(b)(1)(which governs requests for extensions of the CON's Effective Period). First, LCMC clearly had/has no control over the proposed acquisition of MRT or the lawsuits challenging the acquisition. Due to these unforeseen circumstances,LCMC simply needs adequate time to discuss the impact of the acquisition with MRT, Omega, and potentially other bond purchasers and the County. Second, LCMC had no control over the adjacent home/land owners' consideration of the easements that were necessary to commence the drainage/retention project nor did LCMC have 3 control over Georgia Power's consideration of the easement with respect to the new retention area located on its property. Third, LCMC had no control over the third-party property owners' consideration of the easements and negotiations that were necessary to determine the precise location of the East/West Connector. Finally, LCMC obviously had no control over the weather events (Hurricane Michael and the substantial rainfall in the last quarter of 2018 and throughout this year)that have delayed the commencement and completion of the drainage/retention project, which in turn caused the other delays described above. But for Circumstances Beyond LCMC's Control, the Project was on Schedule and Could Reasonably have been Implemented During the Implementation Period and the CON'S Effective Period. But for the circumstances described above(all of which were beyond LCMC's control), the Project's implementation would have been on schedule, could reasonably have been implemented during the Implementation Period as required by Rule 111-2-2-.02(7)(a)(2), and could reasonably have been completed within the CON's Effective Period as required by Rule 111-2-2-.02(7)(b)(2)-(3). The timely and substantial progress associated with the Project includes: • Construction of a temporary road providing access to the Hospital Site to facilitate all site preparation, infrastructure and construction activities, including the Hospital's drainage/retention system; • Construction of the drainage/retention system necessary for the Hospital Site; • Preparation of the new retention area on the adjacent property owned by Georgia Power; • Obtaining numerous easements with multiple home owners who were affected by the construction of the drainage/retention system; • Obtaining the easement with the Rails to Trails Conservancy for the construction of the drainage/retention system; • Obtaining the easement with Georgia Power for the construction of the new retention area; • Obtaining numerous easements and rights-of-way with multiple home/property owners who will be affected by the development of the Hospital and the construction of the utility lines and roads (including the East/West Connector) leading to the Hospital; • Completion of the design drawings for the East/West Connector; • Negotiation and execution of an amended intergovernmental agreement between the County and the County Utilities Authority regarding construction of water and sewer infrastructure, and an amended agreement between the County and the County Development Authority regarding construction of roadways;and 4 • Hiring a Project engineer who has overseen and assisted with the design and placement of:the drainage/retention system;the new retention area,the East/West Connector and other roads providing access to the Hospital Site; water systems, sewer and other utilities for the Hospital Site. For the within and foregoing reasons, LCMC hereby requests a 12-month extension of the Implementation Period and a 12-month extension of the CON's Effective Period. Rule 111-2-2- .02(7)(c). The new commencement date would be June 21, 2020, and the new completion date would be August 6,2021. Rule 111-2-2-.02(7)(b)(4). LCMC hereby affirms that the Project will be implemented and completed within the requested extension periods. Rule 111-2-2-.02(7)(b)(5). 5 Subject: RE:Lee County Medical Center,Project No.GA 2017-030 Date: Monday,July 30,2018 at 9:20:32 AM Eastern Daylight Time From: King,Rachel To: John Ray CC: Tatman, Roxana,Kathryn Platt John, Good morning. The revised dates a calculated by the Department are as follows: 120-Day Decision Deadlines: Date of Approval:11/15/2017 Effective Date:11/15/2017 Mandatory Commencement Date:11/15/2018 Mandatory Completion:1/1/2020 Post Appeal Deadlines: Date of Approval:6/21/2018 Effective Date:6/21/2018 Mandatory Commencement Date:6/21/2019 Mandatory Completion:8/6/2020 If,for some reason,you disagree with the dates,please advise. Thank you. Kind regards, Rachel L.King, Executive Director,Office of Health Planning Georgia Department of Community Health 2 Peachtree St,SW.,5th Floor Atlanta,Georgia 30303 T:(404)657-7198 E:RI 'r g4iis Ii,cat=a ATTACHMENT 1 From: Berry, Doris [dberry@dch.ga.gov] Sent:Tuesday, February 05, 2019 12:38 PM To: ealexander@Icmcopco.com Cc:John Ray;Tatman, Roxana Subject: RE: C0N2017030 Request for Extension This message was sent securely using Zix Mr. Alexander, The Office of Health Planning, on February 1, 2019, received your request to extend, for 12- months,the Performance Period (mandatory implementation date and mandatory completion date)for Certificate of Need Project GA2017030. CON Rules do require that such extension requests be received by our Office at least 30 days prior to the Certificate's expiration date, in this case,June 21, 2019. Please file closer to the May 21, 2019 deadline to allot for a change of circumstances. At this time,the Department requests that the February 1, 2019 request be withdrawn. Thank you. Doris Berry, M.Div. Office of Health Planning Georgia Department of Community Health 2 Peachtree Street, NW 5th Floor Atlanta, GA 30303-3159 Ph:404-656-0462 Fx: 1-877-736-5839 Reader Advisory Notice: Email to and from a Georgia state agency is generally public record,except for content that is confidential under specific lows. Security by encryption is applied to all confidential information sent by email from the Georgia Department of Community Health. ATTACHMENT 2 (ip OTVIEGA Healthcare 303 International Circle P:410.427.1700 INVES, ISuite 200 F:410.427.8800 Hunt Valley,MD 21030 PRESS RELEASE—FOR IMMEDIATE RELEASE OMEGA HEALTHCARE INVESTORS TO ACQUIRE MEDEQUITIES REALTY TRUST • Anticipated annual FFO,AFFO and FAD accretion of approximately$0.05 per Omega share. • Operator diversification will increase with 9 new operators. • Property type diversification will increase non-skilled nursing assets modestly by$296 million, including$75 million invested in a hospital facility leased to a subsidiary of Baylor,Scott& White Health. • Significant synergies expected. • Omega will acquire the fee simple interest in 34 facilities operated by 11 operators in 7 states. • Omega will acquire approximately$34 million in mortgage loans. Hunt Valley,MI)and Nashville,TN—January 2,2019—Omega Healthcare Investors,Inc. (NYSE: 0141)("Omega")and MedEquities Realty Trust,Inc.(NYSE: MRT)("MedEquities")today announced the execution of a definitive merger agreement under which Omega will acquire all of the outstanding shares of MedEquities.The transaction represents an enterprise value of approximately $600 million for MedEquities and further diversifies Omega's assets and operators.The boards of directors of both companies have unanimously approved the transaction. Under the terms of the agreement,MedEquities stockholders will receive a fixed exchange ratio of 0.235 Omega common shares plus$2.00 in cash for each share of MedEquities common stock held by them,which represents a value of$10.26 per MedEquities share based on the$35.15 closing price for Omega common stock on December 31,2018. Separately,MedEquities will declare a special cash dividend of$0.21 per share payable to the holders of record of MedEquities common stock as of the end of trading on the New York Stock Exchange on the trading day immediately prior to the closing date of the transaction. There are no changes planned to Omega's board of directors or executive officers related to the merger transaction. Taylor Pickett,Omega's Chief Executive Officer stated,"John and his team have built a high quality diversified portfolio,which should provide Omega with meaningful future growth opportunities." Mr. Pickett continued,"This acquisition reinforces our commitment to the skilled nursing and senior housing industry,while adding new asset types to our portfolio furthering our strategic objectives." John McRoberts,Chairman and Chief Executive Officer of MedEquities added,"This is a very compelling transaction for MedEquities' stockholders. We believe going forward that our stockholders will be in an excellent position from having an investment in Omega's diversified portfolio. Taylor and his team have a long and successful history of asset growth and diversification as well as solid asset management. Additionally,our operators will benefit from Omega's depth of ATTACHMENT 3 knowledge of the healthcare industry,their strong capital position and their commitment to support and grow with their tenants." Approvals and Timing Completion of the transaction is subject to satisfaction of customary closing conditions,including the approval by the stockholders of MedEquities. The transaction is expected to close in the first half of 2019. Completion of the transaction is not subject to approval by Omega's stockholders and is not subject to any financing contingency. Bryan Cave Leighton Paisner LLP is serving as legal advisor to Omega. Morrison&Foerster LLP is serving as legal advisor and Citigroup Global Markets Inc. is serving as exclusive financial advisor to MedEquities. About Omega Omega is a real estate investment trust that invests in the long-term healthcare industry,primarily in skilled nursing and assisted living facilities. Its portfolio of assets is operated by a diverse group of healthcare companies,predominantly in a triple-net lease structure. The assets span all regions within the US, as well as in the UK. About MedEquities MedEquities Realty Trust is a self-managed and self-administered real estate investment trust that invests in a mix of healthcare properties and healthcare-related real estate debt investments within the acute,post-acute and behavioral sectors of healthcare services. MedEquities' strategy has been to become an integral capital partner with high-quality and growth-oriented facility-based providers of healthcare services on a nationwide basis,primarily through net-leased real estate investments. Additional Information and Where to Find It In connection with the proposed transaction,Omega will file a registration statement on Form S-4 with the Securities and Exchange Commission("SEC")that includes the preliminary proxy statement of MedEquities and that also constitutes a preliminary prospectus of Omega. After the registration statement is declared effective,MedEquities plans to mail to its stockholders the definitive proxy statement/prospectus. MedEquities and Omega may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document which MedEquities or Omega may file with the SEC. Investors are urged to read the registration statement, the proxy statement/prospectus and any other relevant documents when they are available, as well as any amendments or supplements to these documents,carefully and in their entirety because they contain important information. Investors may obtain free copies of the registration statement, including the preliminary proxy statement/prospectus,and other relevant documents filed by Omega and MedEquities with the SEC through the website maintained by the SEC at www.sec.gov,or by contacting MedEquities at 3100 West End Avenue, Suite 1000,Nashville,Tennessee 37203 Attn: Tripp Sullivan,(615) 760-1104,or Omega at Omega Healthcare Investors,Inc. 303 International Circle, Suite 200 Hunt Valley, Maryland 21030,Attn: Matthew Gourmand, Senior VP of Investor Relations, (410)427-1714. Participants in the Solicitation Omega,MedEquities and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MedEquities' stockholders in respect of the proposed transaction. Information regarding Omega's directors and executive officers can be found in Omega's definitive proxy statement filed with the SEC on April 30, 2018, its Form 10-K filed with the SEC on February 23,2018,and its Form 8-K reports filed with the SEC on October 25,2018 and November 2,2018, as well as its other filings with the SEC.Information regarding the directors and executive officers of MedEquities can be found in its definitive proxy statement filed with the SEC on April 16, 2018, as well as its other filings with the SEC. Additional information regarding the interests of such potential participants will be included in the registration statement,proxy statement/prospectus and other relevant documents to be filed with the SEC in connection with the proposed transaction.These documents will be available free of charge on the SEC's website and from Omega and MedEquitics, as applicable,using the sources indicated above. No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy,sell or solicit any securities or any proxy,vote or approval,nor shall there be any sale of securities in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,as amended. Forward-Looking Statements Certain statements in this document constitute"forward-looking statements"within the meaning of the federal securities laws,including all statements regarding the proposed transaction, future financial position and financial metrics,expected synergies and benefits, dividends and dividend plans,financing plans,and other expectations and beliefs regarding future events. In some cases,you can identify forward-looking statements by the use of forward-looking terminology including "anticipate,""if,""believe,""plan,""estimate,""expect,""intend,""may,""could,""should," "would,""will,""seeks,""approximately,""outlook,""looking forward"and other similar expressions or the negative forms of the same. Omega and MedEquities caution readers that these and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to risks and uncertainties related to i) the risk that the conditions to closing of the merger may not be satisfied; ii) the ability of Omega to integrate the acquired business successfully and to achieve anticipated cost savings and other synergies; iii) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues,expenses, earnings and other financial results; iv) potential litigation relating to the proposed transaction that could be instituted; v)the ability to meet expectations regarding the timing and closing of the transaction; vi) possible disruptions from the proposed transaction that could harm the business of the companies; vii) the ability of each company's operators and borrowers to maintain the financial strength and liquidity necessary to satisfy their respective rent and debt obligations; viii) the impact of healthcare reform and regulation, including cost containment measures and changes in reimbursement policies,procedures and rates; and ix) the risk factors described in the most recent Annual Reports on Form 10-K and other filings of Omega and MedEquities with the SEC. Many of these factors are beyond the control of the companies and their management. The list of factors presented here should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles or impediments to the realization of forward looking statements. Neither Omega nor MedEquities assumes any obligation to provide revisions or updates to any forward looking statements,whether as a result of new information, future developments or otherwise,should circumstances change,except as otherwise required by securities and other applicable laws. Non-GAAP Measures Funds From Operations("FFO"),Adjusted FFO and Funds Available for Distribution("FAD")arc non-GAAP financial measures. Omega calculates and reports FFO in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts ("NAREIT"),and consequently, FFO is defined as net income(computed in accordance with GAAP), adjusted for the effects of asset dispositions and certain non-cash items,primarily depreciation and amortization and impairments on real estate assets,and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. FFO described herein is not necessarily comparable to FFO of other real estate investment trusts that do not use the same definition or implementation guidelines or interpret the standards differently from Omega or MedEquities. Adjusted FFO is calculated as FFO excluding the impact of non-cash stock-based compensation and certain revenue and expense items identified above. FAD is calculated as Adjusted FFO less non-cash interest expense and non-cash revenue, such as straight-line rent. Omega's computation of Adjusted FF0 and FAD are not comparable to the NAREIT definition of FFO or to similar measures reported by other real-estate investment trusts. These non-GAAP measures are not measures of financial performance under GAAP and should not be considered as measures of liquidity, alternatives to net income or indicators of any other performance measure determined in accordance with GAAP. Investors and potential investors should not rely on these non-GAAP measures as substitutes for any GAAP measure, including net income. 5/2/2019 Omega,MedEquities face four lawsuits in advance of vote on$600 million merger-News-McKnight's Senior Living McKnight's i'",- SENIOR LIVING New.per.%;xcthsC aid.1n.iiytis Home > News April 9,2019 Omega, MedEquities face four lawsuits in advance of vote on $600 million merger Lois A. Bowers • 000 Q I .,3. \ ►• a •ji\ ` Y A r y Y J ; lii t. Villt ATTACHMENT 4 httncwwww mrkninhfccaninrUvinn rnm/hnmelna.uo/nmana_maAanl egtooc-far,o-f,.,,._lata,c.,ikca.._a,l.,onno-nf-,..,eo1,,,_ann-n.di inn-n,or..o rl + P. 5/2/2019 Omega,MedEquities face four lawsuits in advance of vote on$600 million merger-News-McKnight's Senior Living Weeks before a meeting at which a vote on their planned$600 million merger is set to take place, Omega Healthcare investors and MedEquities Realty Trust are facing four lawsuits that seek to prevent the deal,the real estate investment trusts said Monday in a filing with the Securities and Exchange Commission. "MedEquities and Omega believe that the claims asserted...are without merit and intend to vigorously defend against these claims,"the companies said in the prospectus. The boards of Hunt Valley,MD-based Omega and Nashville,TN-based MedEquities unanimously approved the merger,which would result in a combined company retaining the Omega name— if approved by MedEquities stockholders at the May 15 special meeting at the company's Nashville,TN, headquarters.Approval of the acquisition by Omega stockholders is not required. Two lawsuits,filed Feb.21 and March 17,allege that one or both REITs violated the Exchange Act by making incomplete or misleading statements,or omitting information,from a merger-related form filed with the SEC.Those cases are Brekka v.MedEquities Realty Trust,inc.,et al.and Bushansky v. MedEquities Realty Trust, Inc. Another lawsuit,Scarantino v.McRoberts et al.,filed Feb.22,alleges the omission of some information from a merger-related form filed with the SEC as well as breaches of fiduciary duties by the MedEquities board in connection with its approval of the merger.John McRoberts is CEO and chairman of the board for MedEquities. The fourth lawsuit,Russell v.MedEquities Realty Trust, Inc.,et al.,filed March 29,alleges that MedEquities and its board breached their fiduciary duties by not fulfilling their fiduciary oversight function,by authorizing the filing of a"materially incomplete and misleading proxy statement/prospectus"and by authorizing in the company's amended and restated bylaws the enactment of"an exclusive venue designation whereby the Circuit Court for Baltimore City,Maryland, is the sole and exclusive forum for certain litigation against the company,or if that court does not have jurisdiction,the U.S.District Court for the District of Maryland,Baltimore Division(the'Exclusive Venue Bylaw')." Three of the lawsuits were filed as class actions. The plaintiffs in all of the lawsuits seek"an injunction preventing the consummation of the merger and, in the event the merger is consummated,rescission of the merger or damages,plus attorneys'fees and costs;'according to the companies.Additionally,the plaintiff in the latter lawsuit seeks a declaration that the Exclusive Venue Bylaw is invalid and an injunction preventing the enforcement of the Exclusive Venue Bylaw. The REITs announced plans for Omega to acquire MedEquities in January.The transaction was valued at approximately$600 million at the time.See this article for additional information. hMncJhuunu mr4ninhloaonlnelt..lnn rn...JV.n...olnowclmm�na-.no.lon,itioc_Ioro_rn..rJowe.i.fe_in_o.1.ronru.f_..nd..n�f1A_miilin.._mnrr.n.l 7/R 5/2/2019 Omega.MedEquities face four lawsuits in advance of vote on$600 million merger-News-McKnight's Senior Living Acquisitions on tap for Omega Healthcare Investors in 2019.CEO says Omega to acquire MedEquities in $600 million deal TOPICS. OMEGA HEALTHCARE INVESTORS III Lois A.Bowers Lois has spent almost her entire career covering healthcare,the business of healthcare and related topics via journalism or public relations.She holds a master's degree in journalism and mass communication from Kent State University and is the recipient of the Jesse H.Neal National Business Journalism Award as well as other honors. 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