Documentary Evidence

Posted:  August 27, 2021

Documentary Evidence Reflecting Sale or Transfer of Ownership Pursuant to City of Philadelphia Ordinance § 6-409

On or about October 1, 2021, Thomas Jefferson University (“TJU”) and Albert Einstein Healthcare Network (“AEHN”) intend to consummate a transaction pursuant to which TJU will become the sole member of AEHN (the “Transaction”).  The Transaction will result in TJU having an ownership interest in a hospital or long-term care facility as defined the Ordinance. 

Pursuant to the City of Philadelphia ordinance § 6-409, as revised June 9, 2021 (the “Ordinance”), this posting provides documentary evidence reflecting the sale or transfer of ownership of hospitals and long-term care facilities subject to the Ordinance.

Documentary Evidence Required Pursuant to Ordinance:

(a).  A copy of any licensing application or license transfer request related to operation of the facility or hospital submitted to the Commonwealth Department of Health or other Commonwealth agency and all supporting documentation.

As a result of the Transaction, AEHN will become a wholly-owned subsidiary of TJU and TJU will obtain only indirect ownership (through its status as the sole corporate member of AEHN) of AEHN’s assets and properties. There will be no sale or transfer of the health care facilities or programs owned and operated by AEHN’s subsidiaries and therefore, no licenses issued by Commonwealth agencies are being transferred to a new owner as part of the Transaction.  As such, AEHN has not submitted license transfer requests in connection with the Transaction.  AEHN has submitted or will submit notices to Commonwealth agencies with regulatory authority over AHEN’s licenses to give notice of the Transaction and the indirect transfer of ownership resulting therefrom.  Such notices are generally in the form attached hereto as Exhibit A below, and have been or will be provided to Commonwealth agencies including Department of Health, Department of Human Services and Department of Environmental Protection.

With respect to certain Commonwealth agencies with regulatory authority over AEHN’s licenses for the hospitals and long-term care facilities subject to the Ordinance, including the Commonwealth Department of Health, AEHN may submit additional information regarding the Transaction.   AEHN will submit updates to the documentary evidence provided herein, as required by § 6-409(4) of the Ordinance, if necessary to take account of such submissions if the Transaction is deemed a “change of ownership” by the Department.

(b).  The names and addresses of all individuals and entities with a current or indirect ownership stake and the new ownership stake in the real property of the facility or hospital.

Albert Einstein Healthcare Network
5501 Old York Road|
Philadelphia, PA 19141

Albert Einstein Medical Center
5501 Old York Road
Philadelphia, PA 19141

(c).  The names and addresses of the holders, or prospective holders, of any leases related to the facility or hospital.

No leases related to the hospitals and long-term care facilities subject to the Ordinance will be sold or transferred in connection with the Transaction, and therefor AEHN has no documentary evidence to submit regarding a sale or transfer of any such leases.  AEHN does not contemplate any change in its performance of any leases relating to such hospitals and long-term care facilities in connection with the Transaction.

Exhibit B below sets forth the names and addresses of the holders of leases related to the hospitals and long-term care facilities subject to the Ordinance.

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EXHIBIT A

FORM OF NOTICE

We are writing on behalf of ________ (“Licensee”).  Licensee holds the above referenced license, from the ______________ (“Department”).

The purpose of this letter is to inform you of a new indirect owner of Licensee.  Licensee is wholly owned by Albert Einstein Healthcare Network (“Einstein”), its corporate parent.  Currently, Einstein does not have a corporate member. 

Einstein has entered into a definitive agreement with Thomas Jefferson University, a Pennsylvania nonprofit corporation (“TJU”), pursuant to which TJU will become the sole member of Einstein (the “Transaction”).  Thereafter, Einstein will become a wholly-owned subsidiary of TJU.  (See attached pre- and post-closing organizational charts). 

The closing of the Transaction (the “Closing”) is currently anticipated to occur on or about October 1, 2021. At this time, no material changes are expected to the day-to-day operations of Licensee as a result of the Transaction.  Additionally, there will be no changes to the address or taxpayer identification number of Licensee or Einstein.  Further, there will be no change to the formal legal name of Licensee or Einstein; however, after the Closing, branding changes including the use of fictitious names may be contemplated.

This letter will serve as Licensee’s notice of the Transaction.  We understand that no consent or other approval by the Department is required. 

If you have any questions or need additional information, please do not hesitate to contact me at _____________ or our outside counsel.

Thank you for your assistance with this matter.

EXHIBIT B

LEASES