Williamson Health, an independent regional system in Tennessee, is planning a nine-figure sale to Ascension to secure its long-term capital needs, its board of trustees announced Monday.
The board made its decision in a unanimous vote that same day, and will be working over the next few weeks with Ascension to draft a non-binding letter of intent that would need to be approved by the Williamson County Commission before proceeding, Board of Trustees Chairman James (Bo) Butler wrote in an open letter and told community members at a Monday evening meeting. A close in 2027 or 2028 is expected, pending an approved definitive agreement and regulatory clearances.
Ascension Saint Thomas, the national nonprofit’s Tennessee-based affiliate system, proposed a $700 million transaction price plus an extra $250 million of capital over the coming decade, board members and advisors explained in a presentation given at the meeting.
Ascension committed to retaining all current clinical services for at least 10 years, offering “comparable” levels of compensation and keeping on all staff for at least a year—with future workforce decisions “based on facility needs, service demand, labor management and productivity tools,” per the presentation.
Clinical partnerships with other nearby provider organizations are expected to be pursued by Ascension for continuation. The system also plans upgrades to Williamson Health’s electronic health record system, continued charity care commitments and the continuation of existing community programs.
“Ascension Saint Thomas’ intent is to support the strong culture and workforce we already have in place while also bringing much-needed capital to invest into our people, as well as our tools, technologies, facilities and services,” Williamson Health CEO Phil Mazzuca said in a statement. “That was very important to the Board, particularly Ascension Saint Thomas’ leadership team’s appreciation of our talented, hardworking and compassionate employees and medical staff.”
The deal includes all assets and operations of Williamson Health system, which includes its flagship Williamson Medical Center (the only acute care hospital in its home county) and more than 30 other locations that employ over 2,400 people.
Williamson Health officials placed the proposed transaction’s total economic value at “nearly $1 billion.” Proceeds would first be used to pay off Williamson Health’s outstanding debt, transaction costs and other closing liabilities, with the remainder allocated at the discretion of the Williamson County Commission, the system said in a release provided to press.
Butler, at Monday’s county commission meeting, said the health system’s board launched a strategic planning subcommittee in spring 2024 to gauge Williamson’s short- and long-term outlook, which later explored multiple options around both a change in ownership and continued independence.
The group found that Williamson Health would remain in a stable financial position without any external changes, but that introducing any number of likely scenarios—demographic shifts, changes in reimbursement, state and federal legislation impacts or other industry dynamics—would introduce a net income loss as early as 2028, Butler explained. They projected that Williamson Health would need an additional $30 million of capital each year for at least the next five to 10 years in order to meet its strategic and operational goals for community care delivery.
Among the several options on the table to remain independent were soliciting additional support from local government, philanthropy fundraising, major staff and service line cuts, and an outsourcing and co-management arrangement with Optum, but all were deemed to be too risky.
Williamson Health sent out requests for proposals to 28 other local and national health systems, and were considering asset acquisition proposals from Ascension and HCA Healthcare as well as Optum’s outsourcing services partnership as recently as last month.
Both Ascension and HCA offered $700 million for the system, but differed on their subsequent capital commitments—another $250 million over 10 years from Ascension versus $210 million from HCA Healthcare. Ownership by for-profit HCA would also yield tax income to the county, though Ascension offset that consideration somewhat by proposing five years of annual $4 million payments to the county in lieu of property taxes.
The Optum strategic partnership, meanwhile, would bring no transaction proceeds and would require substantial upfront investments with no guarantee of a return down the line.
While Ascension’s proposal was the most appealing financially, Butler said in a statement that the board “felt a unanimous and overwhelming sense of confidence and connection with Ascension Saint Thomas. Sometimes the most important considerations during monumental decisions like this are the intangible instincts that emerge during the process.”
Ascension Saint Thomas is largely based in Middle Tennessee, where it runs 18 hospitals and more than 350 total sites of care.
The broader organization is among the country’s largest nonprofit health systems with more than $25 billion of reported revenue during its fiscal 2025 and around 120 wholly or partially owned hospitals. That portfolio has been undergoing a facelift as the system, with some success, looks to clamp down on its operating losses and prioritize growth. While that’s included multiple hospital selloffs, Ascension just last month closed a $3.9 billion megadeal to acquire ambulatory surgery management services company AmSurg, cementing it as the third-largest ambulatory surgery center platform in the country.