Dead Certain

surgeons, anesthesiologists, and a full blood bank ready round the clock.
    Claudia had laid out the practical implications of this when I’d questioned the efficiency of keeping a trauma team on twenty-four-hour call. She’d explained that when someone has a bullet in their heart, the only place they can be treated is in an operating room. If they are taken to another hospital in the city, they may have equally skilled surgeons, but it might take them thirty-five or forty-five minutes to mobilize their operating room, and with each minute that elapses for a critical patient, the potential for survival falls dramatically.
    In the parlance of HCC, trauma care was one of Prescott Memorial Hospital’s strongest product lines. It was also one of its least profitable. As I waded through the last three years’ financial statements I could easily understand HCC’s appeal to Kyle Massius, Prescott Memorial’s president. For him, the sale represented deliverance from the constant begging and scraping for donations, a transition to operating on solid financial ground.
    Indeed, the more I read, the less I questioned the three board members’ eagerness to jump on the HCC bandwagon. Instead, what puzzled me was that HCC would want to take on the financial burden of Prescott Memorial Hospital at all. Did they really think that they could squeeze a profit out of providing trauma care, or were they planning on shutting down the trauma center altogether in order to provide moneymaking services to Medicaid patients?
    While it did nothing to shed light on their motives, a careful reading of the proposed purchase agreement between HCC and Prescott Memorial Hospital made one thing perfectly clear: HCC was no novice when it came to this kind of transaction. There was none of the amorphous, let’s-cover-our-asses-just-in-case language that you usually find in a company’s first time through a particular kind of deal. Indeed, every document generated by HCC was an impervious construction, one that had obviously been passed through many hands and tightened by able minds.
    The time frame that HCC had set out for the deal also disturbed me. Despite HCC’s reputation for moving quickly, I still would have expected the purchase of an asset as complex as a hospital to take longer than ten days to complete. Indeed, two years before, when Northwestern Memorial Hospital had approached Prescott Memorial about merging into their system, the two hospitals had negotiated off and on for six months before deciding not to come to terms. Now HCC proposed to do a similar deal in less than two weeks. Not only that, but there were steep financial penalties built into the agreement for even the most trifling delays. Perhaps it was fatigue clouding my judgment, but the reasons for this eluded me. The use of this kind of fast clock was usually reserved for deals where there was another buyer waiting in the wings. But Prescott Memorial wasn’t even up for sale, which meant that it was unlikely that HCC’s haste could be attributed to the fear of competing bidders.
    All of this was even more perplexing in light of the hospital’s financial situation. Health Care Corporation was the self-proclaimed leader in the field of for-profit medicine. What did they want with a hospital whose balance sheet painted a picture that could best be described as hand-to-mouth? While all of this merely buttressed my decision to not get involved, as I slowly returned the documents to the box I couldn’t help but wonder: What on earth did HCC want with Prescott Memorial Hospital, and even more importantly, why were they in such a big hurry?
     

CHAPTER 4
     
    The next day was an exercise in frustration. While Cheryl kept my mother at bay with a series of increasingly inventive excuses, I found my efforts to reestablish negotiations with Icon deflected every bit as deftly. Under other circumstances I might have appreciated the symmetry of the situation or at least admitted that it served me right for being a coward. But the stakes for Delirium were much too high—something that Mark Millman and Bill Delius had both taken pains to point out separately and at great length.
    Summoning the associates who’d been working on Delirium to my office, I set them to work drafting a tentative term sheet based on our negotiations so far, even though I didn’t think we’d ever use it. Besides wanting to keep morale up, I needed to keep them busy. Whenever there was a lull in the