The proposed sale of Williamson Health to Ascension Saint Thomas has entered due diligence, with county commissioners expected to review first drafts of a definitive agreement soon.

Jesse Neil, a partner at Foley & Lardner LLP representing the Williamson County Commission, said at an Oct. 28 property committee meeting that commissioners would have access to those drafts within a week or two. Phil Mazucca, CEO of Williamson Health, offered a public update at a Nov. 5 healthcare luncheon hosted by Williamson, Inc.

"Right now we're in the process of due diligence," Mazucca said. "We have a signed letter of intent. We're going through diligence, and we're putting together a definitive agreement that will ultimately go to the board and then the county commission for approval."

The publicly owned, 70-year-old hospital system could sell for up to $950 million paid to the Williamson County government if the commission approves, the Williamson Scene reported. The Williamson Health Board of Trustees voted unanimously in July to sell to Ascension, which operates 91 hospitals including 18 in Middle Tennessee.

The deal is not done yet.

Neil said his firm has asked Ascension about qualifications, financial capacity, operational plans, governance structure, capital commitment, billing and coding data, and EMS services. The firm plans to summarize the responses for commissioners as they arrive. Neil said he anticipates the deal would close in the summer of 2027 if approved.

The letter of intent's exclusivity runs through Jan. 7, 2027, with two automatic 30-day extensions if work continues. After the county commission votes on a definitive agreement, the deal still needs approval from the state attorney general and the Federal Trade Commission, a process Mazucca said could take several months.

Malpractice concerns linger

The deal has advanced despite commissioner concerns about a medication error at Ascension Saint Thomas Hospital Midtown in Nashville. The hospital confirmed that the wrong medicine was given to four joint replacement patients on Aug. 14, causing serious reactions. NewsChannel 5 reported that the Tennessee Bureau of Investigation is investigating the matter, which left at least one patient paralyzed and others in critical condition.

Neil noted at the Oct. 28 meeting that Ascension proactively organized a meeting about its recent medical errors. He said the county is still organizing material and conducting research to incorporate into formal responses from Ascension.

The Williamson County Commission voted 19-5 on Sept. 9 to approve the non-binding letter of intent, according to the Williamson Scene's coverage of that meeting. An effort to defer the vote failed 16-8. District 4 Commissioner Gregg Lawrence said at that meeting that constituents had asked the board to delay, adding that "it's undeniable that Ascension is under a cloud right now."

At a separate Sept. 15 meeting, the commission tabled 13-10 a resolution that would have authorized hiring an independent healthcare transaction consultant, estimated at about $500,000, the Williamson Herald reported. District 10 Commissioner Bill Petty argued the county needed expertise beyond legal counsel. District 9 Commissioner Matt Williams said the board should focus on how the county would use the proceeds.

"We need to figure out that plan and have that plan ready to go in conjunction when the definitive agreement is presented to us," Williams said in coverage published in September by the Williamson Herald.

Fahad Tahir, president and CEO of Ascension Saint Thomas, called the partnership "an incredible honor" at the Nov. 5 panel. Mayor Andy Marshall has been assisting with the due diligence process, according to Neil.

The letter of intent outlines a $700 million purchase price, $195 million in strategic capital, $40 million in routine capital and a $20 million county contribution over five years in lieu of taxes, according to the Williamson Scene. The Jan. 7 LOI deadline gives the commission and Ascension 120 days, plus two possible 30-day extensions, to finalize or exit the process.