FROM:

Susan Nobilio
Executive Director, Debt Management

SUBJECT: Cleveland Clinic Florida Transactions

On October 2, 2018, The Cleveland Clinic Foundation and Martin Health System signed a definitive
agreement for Martin Health System of Stuart, Florida to become a full member of the Cleveland
Clinic health system, pending federal and state regulatory reviews. More information can be found
in the press release attached as Exhibit A.
On October 12, 2018, The Cleveland Clinic Foundation and Indian River Memorial Hospital, Inc.
signed a member substitution agreement for Indian River Medical Center of Vero Beach, Florida
to become a full member of the Cleveland Clinic health system, pending federal regulatory reviews.
More information can be found in the press release attached as Exhibit B, which was issued when
the Indian River governing board approved the transaction.

The Cleveland Clinic Foundation

9500 Euclid Ave
Cleveland, Ohio 44195

 Exhibit A

Martin Health System Corporate Communications
200 SE Hospital Ave.
Stuart, FL
Phone: 772.223.5911
martinhealth.org

Cleveland Clinic Corporate Communications
9500 Euclid Ave. / JJN4-01
Cleveland, OH 44195
Phone: 216.444.0141
newsroom.clevelandclinic.org

NEWS RELEASE
Contact:
Heather Phillips, 216.445.4517, phillih@ccf.org
Scott Samples, 772.708.3319, scott.samples@martinhealth.org
Martin Health System to Become Full Member of Cleveland Clinic
Cleveland Clinic commits to $500 million in investments over five years
TUESDAY, OCTOBER 2, 2018, CLEVELAND, Ohio, and STUART, Fla. – Martin Health
System and Cleveland Clinic signed a definitive agreement resulting in Martin Health becoming
a full member of the Cleveland Clinic health system, pending federal and state regulatory
reviews. The agreement comes six months after the two organizations executed a Letter of
Intent to explore opportunities for Martin Health to become part of Cleveland Clinic. During
that time, both organizations conducted rigorous due diligence and negotiations.
“As part of Cleveland Clinic, we look forward to enhancing our services now and in the future,”
said Robert L. Lord Jr., Martin Health President and CEO. “I believe joining Cleveland Clinic will
be extremely beneficial for Martin Health and Treasure Coast residents. Our organizations
share similar cultures and a mission to provide exceptional care to the communities we serve.”
Upon the closing of this transaction, Martin Health joins a health system that is consistently
ranked among the nation’s best. Cleveland Clinic has pioneered many medical breakthroughs
and has been sought out by patients from every state in the U.S. and 185 countries.
Martin Health features three hospitals with 521 beds, a 150-member employed physician
group, and a full range of outpatient services located in one of the fastest-growing areas of
southeast Florida.
The next step in finalizing this agreement will be state and federal regulatory reviews. Pending
these regulatory reviews, the two health systems will begin a thoughtful integration process.

 “We are pleased to welcome Martin Health to join Cleveland Clinic,” said Tom Mihaljevic, M.D.,
CEO and President of Cleveland Clinic. “By working closely with Martin Health, we will enhance
access to the highest quality care, improve outcomes and increase efficiencies to advance
healthcare together in the Treasure Coast.”
In January, Martin Health and Cleveland Clinic entered into a heart and vascular affiliation,
during which both organizations recognized synergies and a similar mission. Since that time,
teams with both organizations have worked closely to develop processes, procedures, protocols
and data reporting within the Frances Langford Heart Center at Martin Health. Edward Savage,
M.D., a cardiothoracic surgeon from Cleveland Clinic Florida, recently joined Martin Health and
is performing heart and lung surgeries at Martin Medical Center.
“Martin Health and Cleveland Clinic have a shared mission, vision and culture focused on
providing exceptional care for patients,” said Wael Barsoum, M.D., CEO and President,
Cleveland Clinic Florida. “Our goal is to combine the clinical expertise and resources of both
organizations to strengthen and improve access to high-quality, affordable health care services
and make this the best place to work and provide care.”

Details of the Definitive Agreement:
•

•

•
•
•

•

Cleveland Clinic plans to make a financial commitment of $500 million over five years
into Martin Health System. These funds will be used for Martin Health System’s strategic
and capital needs, as well as other programs and services.
Cleveland Clinic has committed to supporting Martin Health associates: their
employment and benefits will be maintained for at least one year from the finalization
of the agreement.
Cleveland Clinic will also support Martin Health’s commitment to its retirees.
Cleveland Clinic will support the open medical staff model of Martin Health and work
collaboratively with independent physicians.
Cleveland Clinic will continue to support those non-profit organizations Martin Health
has worked with through the years to enhance the health and well-being of residents of
the community, including wellness initiatives, health education and community
programs.
As not-for-profit health systems, both Cleveland Clinic and Martin Health have a
tradition of providing charity care to the communities each serves. As such, together
Cleveland Clinic and Martin Health will continue to provide financial assistance to those
in need.

While this agreement moves to regulatory review as part of the next step in this process,
Martin Health will continue all current operations, services and programs and patients will
continue to see their same physicians and providers and all procedures and outpatient
appointments will proceed as scheduled.

 Philanthropic gifts provided to enhance care at Martin Health will continue to go directly to
Martin Health and stay in the community unless otherwise designated by the donor.
About Cleveland Clinic
Cleveland Clinic is a nonprofit multispecialty academic medical center that integrates clinical
and hospital care with research and education. Located in Cleveland, Ohio, it was founded in
1921 by four renowned physicians with a vision of providing outstanding patient care based
upon the principles of cooperation, compassion and innovation. Cleveland Clinic has pioneered
many medical breakthroughs, including coronary artery bypass surgery and the first face
transplant in the United States. U.S. News & World Report consistently names Cleveland Clinic
as one of the nation’s best hospitals in its annual “America’s Best Hospitals” survey. Among
Cleveland Clinic’s 51,000 employees are more than 3,500 full-time salaried physicians and
researchers and 14,000 nurses, representing 140 medical specialties and subspecialties.
Cleveland Clinic’s health system includes a 165-acre main campus near downtown Cleveland,
10 regional hospitals, more than 150 northern Ohio outpatient locations – including 18 fullservice family health centers and three health and wellness centers – and locations in Weston,
Fla.; Las Vegas, Nev.; Toronto, Canada; Abu Dhabi, UAE; and London, England. In 2016, there
were 7.1 million outpatient visits, 161,674 hospital admissions and 207,610 surgical cases
throughout Cleveland Clinic’s health system. Patients came for treatment from every state and
185 countries. Visit us at clevelandclinic.org. Follow us at twitter.com/ClevelandClinic. News
and resources available at newsroom.clevelandclinic.org.
Editor’s Note: Cleveland Clinic News Service is available to provide broadcast-quality interviews
and B-roll upon request.
About Martin Health System
Martin Health System is a not-for-profit, community-based health care organization that has
served the region for more than 75 years. It offers a continuum of care including preventive,
primary and acute hospital care, as well as cancer and cardiac care, wellness and rehabilitation
services. Its approximately 4,500 associates, 500 affiliated physicians and more than 850
volunteers provide care at 13 different locations serving Martin and St. Lucie counties on
Florida’s Treasure Coast. To learn more, visit martinhealth.org.
###

 Exhibit B

For immediate release
IRMC Contact: Angela Dickens 772-226-4911, angela.dickens@irmc.cc
IRCHD Contact: Ann Marie Suriano 772-770-0935, annmarie@irchd.com
Cleveland Clinic: Heather Phillips 216-445-4517, phillih@ccf.org

Indian River Medical Center to Join Cleveland Clinic Health System
Governing Board of Indian River Medical Center and
Hospital District Vote in Favor of Agreements with Cleveland Clinic
Cleveland, OH, Vero Beach, Fla. (October 3, 2018) – The intensive 18-month effort to
secure Indian River Medical Center’s future neared its conclusion today as the IRMC
Board of Directors and the Indian River County Hospital District Trustees voted to
approve a series of agreements that will result in IRMC joining the Cleveland Clinic
health system. We expect to formally sign the agreements later this week.
Under the terms of the transaction, Cleveland Clinic is committing to invest at least $250
million in IRMC over the next 10 years.
“This is an extraordinary day in the history of our community,” said IRMC Board Chair
Dr. Wayne Hockmeyer. “People across the country and across the world know that
Cleveland Clinic stands for world class healthcare, and they will be partnering with the
exceptional staff, physicians and nurses at IRMC to provide that level of care right here
in Vero Beach for years to come.”
After a public meeting on Sept. 25 where advisors and legal teams shared the details of
the agreements, board members and trustees took the last week to pore over those
details and deliberate about their decision. In separate public meetings today, the IRMC
Directors and IRCHD Trustees came to the same conclusion: the future of health care in
Indian River County is with Cleveland Clinic.
“This has been a very long road, with countless hours of effort by not only our trustees
and the IRMC board members but from people across our community,” said Hospital
District Chair Marybeth Cunningham. “We can all be very proud of how transparently
the process was conducted, and this terrific end result of that hard work.”
“We appreciate the commitment and dedication the Indian River board members and
trustees have demonstrated as they sought the right partner,” said Tom Mihaljevic,
M.D., CEO and President, Cleveland Clinic. “As healthcare continues to evolve this is a

 great opportunity for our organizations to come together and work in tandem to enhance
access and advance healthcare today and in the future in Vero Beach.”
When finalized, IRMC and its affiliates will become part of the Cleveland Clinic health
system, with the Cleveland Clinic having ultimate governing authority at IRMC. IRMC
will continue to lease the hospital facilities and the land on which they stand under an
amended and restated agreement with the Hospital District for a term of up to 75 years.
“Indian River Medical Center is an anchor institution and a true community asset,” said
Wael Barsoum, M.D., CEO and President, Cleveland Clinic Florida. “We look forward to
working closely with the leaders, physicians and staff to build on their great foundation
of care and to strengthen support for indigent care.”
In addition to the $250 million investment commitment, the agreements outline that
Cleveland Clinic will maintain maternity care (labor, delivery and obstetrics), in-patient
well baby care/pediatrics and gynecology services, behavioral health/mental health
services, inpatient and outpatient cardiovascular services, inpatient and outpatient
cancer care services and gastroenterology services at IRMC for at least 10 years.
Also as part of the agreements, District support for indigent care at IRMC in general will
phase out over three years after the transaction’s closing, while Cleveland Clinic’s
charity care policy will go into effect on the first day. After the three years, Cleveland
Clinic/ IRMC will assume responsibility for indigent care in general at the hospital. The
District does, however, plan to continue support for the Partners program, which
provides prenatal and post-partum care.
The transaction will close once filings and approvals required by governmental agencies
are complete, and the expectation is that the agreements will be completed before the
end of the year.
For more information about the process, including all of the agreement documents,
please visit www.irmctomorrow.com.
About Cleveland Clinic
Cleveland Clinic is a nonprofit multispecialty academic medical center that integrates
clinical and hospital care with research and education. Located in Cleveland, Ohio, it
was founded in 1921 by four renowned physicians with a vision of providing outstanding
patient care based upon the principles of cooperation, compassion and innovation.
Cleveland Clinic has pioneered many medical breakthroughs, including coronary artery
bypass surgery and the first face transplant in the United States. U.S. News & World
Report consistently names Cleveland Clinic as one of the nation’s best hospitals in its
annual “America’s Best Hospitals” survey. Among Cleveland Clinic’s 51,000 employees
are more than 3,500 full-time salaried physicians and researchers and 14,000 nurses,
representing 140 medical specialties and subspecialties. Cleveland Clinic’s health
system includes a 165-acre main campus near downtown Cleveland, 10 regional
hospitals, more than 150 northern Ohio outpatient locations – including 18 full-service

 family health centers and three health and wellness centers – and locations in Weston,
Fla.; Las Vegas, Nev.; Toronto, Canada; Abu Dhabi, UAE; and London, England. In
2016, there were 7.1 million outpatient visits, 161,674 hospital admissions and 207,610
surgical cases throughout Cleveland Clinic’s health system. Patients came for treatment
from every state and 185 countries. Visit us at clevelandclinic.org. Follow us at
twitter.com/ClevelandClinic. News and resources available at
newsroom.clevelandclinic.org.
About Indian River Medical Center
With more than 85 years of serving the Treasure Coast community, Indian River
Medical Center is a 332-bed, not for profit hospital offering comprehensive medical
services to the community. IRMC’s award winning Welsh Heart Center and the ScullyWelsh Cancer Center are affiliated with Duke Health, offering full service programs and
a multidisciplinary approach. The IRMC team of healthcare professionals represents
specialties including nationally-recognized orthopedic services, minimally invasive
vascular surgery, neurosurgery, robotic surgery, a state of the art wound healing
center, bariatric surgery and the only maternity wing in the community that welcomes
more than 1200 babies each year. Founded by Garnett Radin, R.N., in 1932, IRMC
features all private rooms and is the largest private-sector employer in Indian River
County.
About Indian River County Hospital District
The Indian River County Hospital District (IRCHD) is an Independent Special Taxing
Districted established by a Special Act of the Florida Legislature. The primary purpose
of the District under the Special Act is to establish health facilities in Indian River
County, to provide health and medical services for the benefit of the community, and to
undertake such other actions which the District decides are related to and supportive of
those facilities and services. The District has taxing authority up to 5 mills and annually
assesses a property tax to financially support these facilities and services.
The IRCHD helps insure that essential health care services are provided to the
underserved by reimbursing seven not-for-profit organizations for the care they deliver
to individual patients.
The IRCHD also leases land and buildings to healthcare service providers including the
Indian River Medical Center under a long-term agreement.