TMH forming nonprofit corp

Corporation responsible for making lender payments for new facility


— The Memorial Hospital is in the process of setting up a nonprofit corporation, responsible for making lender payments for a new facility, and could appoint corporate board members later this month.

One of those board members will likely be TMH chief executive officer George Rohrich.

The two remaining members should have financial backgrounds or experience and be supporters of the new hospital project, attorneys from the hospital's legal firm, Caplan and Earnest, LLC said.

Board members would serve staggered, three-year terms and replace members as terms expire. The board would meet quarterly, TMH officials said, with the most important part of its job likely coming in the first six to nine months of its formation.

TMH board members are not allowed to sit on the corporate board.

Forming the corporation and appointing its board members were topics discussed during a recent TMH board meeting/work session.

Caplan and Earnest attorneys presented the short-handed board with legal steps and the structure needed to acquire a federal guarantee for the new hospital's financing from the Department of Housing and Urban Development.

No formal action was taken.

Other Colorado hospitals have used the structure, termed lease-leaseback, TMH will in acquiring a HUD guarantee.

It is a complex process that involves the hospital, soon-to-be implemented corporation, HUD, Moffat County and Colorado Northwestern Community College.

Its legality has been affirmed in the past by the state Supreme Court, said Sarah Meshak, of Caplan and Earnest.

Moffat County voters approved in November 2007 a three-mill tax package to fund about 50 percent of the new hospital's estimated $42.6 million cost. TMH is requesting HUD guarantee the loan to the lender, Innovative Capital.

At its core, the structure for financing entails CNCC leasing a 15-acre tract to Moffat County for 50 years, possibly at a rate as cheap as $1 per year, and the county in turn leases the ground to the corporation.

The corporation will repay the loan through TMH operating revenue and the three-mill levy.

The loan will be for 25 years; after that period, the corporation dissolves.

The application to HUD for financing should be completed by the end of the month, or early May, Rohrich said. The corporation needs to be on its way toward implementation by the time the application is submitted, he added.

The next TMH board meeting is scheduled for April 30.

Joshua Roberts can be reached at 875-1791, or


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