SARAH G.

BOYCE
JOSHUA H. STEIN
DEPUTY ATTORNEY GENERAL &
ATTORNEY GENERAL
GENERAL COUNSEL

(919) 716-6788
sboyce@ncdoj.gov

October 31, 2023

Rachel Ryan
General Counsel
Dogwood Health Trust
P.O. Box 15729
Asheville, NC 28813

Ms. Ryan:

I am writing regarding the Asset Purchase Agreement (APA) that was signed
in conjunction with HCA Healthcare’s acquisition of Mission Health in 2019.
Section 7.13 of the APA states that “for a period of ten (10) years immediately
following the Closing Date” of the transaction, HCA Healthcare “shall not
discontinue the provision of the services set forth on” Schedule 7.13 at the various
Mission Health facilities, “subject to Force Majeure making the provision of such
services impossible or commercially unreasonable.” Schedule 7.13 then lists a range
of inpatient and outpatient services, including oncology services and emergency and
trauma services.

The Attorney General has concluded that HCA Healthcare has failed to
comply with its obligations under section 7.13 and schedule 7.13.

When HCA Healthcare violates section 7.13, the APA authorizes the
Attorney General to enforce the APA. See APA § 13.13(b) (listing the provisions
that constitute “AG-Enforceable Obligations,” including section 7.13). But before
the Attorney General can do so, he must notify Dogwood Health Trust of the alleged
violation. See id. That notification triggers a 40-day clock within which Dogwood
Health Trust can seek to cure the alleged failure. Id. If the failure persists beyond
that 40-day window, the Attorney General is authorized to file suit. See id.

Please consider this letter the requisite notice of an alleged breach under
section 13.13, triggering the 40-day clock. If, despite Dogwood Health Trust’s best
efforts, HCA Healthcare remains in violation of the APA 40 days from now, the
Attorney General reserves the right to take appropriate action.

POST OFFICE BOX 629, RALEIGH, NC 27602-0629

 Sincerely,

Sarah G. Boyce

CC:

Ronald Winters, Independent Monitor, Gibbins Advisors

Daniel Mosteller, Deputy General Counsel, N.C. Department of Justice
South Moore, Assistant General Counsel, N.C. Department of Justice
Jasmine McGhee, Director of Consumer Protection Division,
N.C. Department of Justice
Brian Rabinovitz, Special Deputy Attorney General & Policy Litigation Counsel,
N.C. Department of Justice
Jessica V. Sutton, Special Deputy Attorney General, N.C. Department of Justice
Llogan Walters, Assistant Attorney General, N.C. Department of Justice

POST OFFICE BOX 629, RALEIGH, NC 27602-0629