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FAQs & Resources

Resources

Merger Applications

Community-Led Governance

FAQs

Frequently Asked Questions

The Merger & Process

  • Who approves the merger and foundation?
    The Oregon Health Authority working with the Attorney General reviews and approves, approves with agreed-upon conditions or rejects the merger through the Health Care Market Oversight (HCMO) program.
  • There are two merger applications?!
    Yes. OHSU & Legacy filed a HCMO application in September 2024. Legacy & PacificSource filed a separate HCMO application related only to the foundation in October 2024.
  • What is the timeline for a decision?
    By mid-April 2025. The State is currently reviewing the HCMO applications submitted by Legacy Health and OHSU. The timeline for a decision could be shorter, but the State has to announce a decision within six months of filing an application. That deadline is April 4 for the OHSU/Legacy application and April 18 for the Legacy/PacificSource application.
  • Where can I learn more about the HCMO process in general?
    Learn more at the HCMO website where you’ll find an informative slideshow and a recorded presentation that explains the process and its implications.
  • What is Community First's stance on the overall merger of OHSU and Legacy Health?
    The OHSU/Legacy merger may be a great thing for healthcare access and equity. It may not be. We don't know, but we support a robust public process to decide. If the merger moves forward, we want these foundation resources to make good on their promise.

The Campaign

  • We're a CBO and interested in endorsing. How do we do that?
    Thank you for your organization's interest in joining the campaign! We would love to learn who you are and share next steps. Please fill out the form on our Join Us page and we will share how to get onboard as an endorser.
  • What else can we do to help?
    Three things are super helpful: 1) submit public comments expressing your view on ensuring community-led governance and an open, transparent process to get there; 2) testify at public hearings about the merger; and 3) share the word about the campaign with other CBOs and community leaders. We're happy to help with any of that! Fill out the form on our Join Us page to get started.
  • I'm ready to submit public comments. How do I do that?
    To submit public comments you can do any of these:
    • Email hcmo.info@oha.oregon.gov 
    • Leave a voicemail at 503-945-6161 
    • Fill out OHA's public comment form
    We suggest you begin by saying something like: "I am writing public comment about the OHSU/Legacy and the Legacy/PacificSource HCMO transactions."

The Proposed Foundation

  • What is the new foundation about?
    The new foundation is a result of the Legacy Health and OHSU "affiliation" which many people just call a merger. (It wouldn't technically be a new foundation. Legacy would be “repurposing” its existing hospital foundation from raising money for itself, to being a grantmaking foundation.)

    The new foundation will manage hundreds of millions of dollars intended to improve health equity and access in Oregon and Southwest Washington. Our goal is to ensure these resources are governed in a way that reflects and serves the diverse communities impacted by barriers to health.
  • Where does the money for the foundation come from?
    Legacy Health will have cash left over after the merger and after it pays off all of its debt. (See their Question 6 - Exhibit 2.) It will also have its 50% ownership stake in PacificSource, a for-profit company, that it will transfer to the foundation and eventually sell.
  • How much money are we talking about?
    Around $600 million. Legacy's application (see page 10 of their transaction form) says they estimate $350 million in liquid assets PLUS Legacy Health’s 50% member interest in PacificSource, which they say they will sell in a few years.

    We don't know what it will sell for, but Legacy bought their share for about $250 million in 2016 and it's a good guess that it's worth at least that now. (IRS rules would say that any foundation that gets an ownership stake will need to sell it .)
  • Do we have to create a new foundation?
    No, we don't think so. A new foundation is not the only option. The State could condition approval of the merger on allocating the assets to existing foundation(s) that meet the necessary criteria for community governance, transparency, and a commitment to health equity.
  • Legacy's application says they will eventually add board members beyond just their existing board members. Isn't that good enough?
    No. As they detailed in their Question 6 - Exhibit 2, they only want their board members in charge at first. They wrote: "Prior to closing, reconfigure the Foundation board so that it is comprised of five current Legacy [Health] directors and four current [Legacy Health] Foundation trustees to ensure continuity of leadership, experience and expertise both for PacificSource and for the Foundation’s restricted funds."

    While their brochure promises that they will eventually emerge with "a new name, new governance structure, new board of directors...with an eye towards health equity and access," they are asking the State to simply trust them to do it—with no timeline and no accountability. That is not enough to guarantee health equity or community-led governance.
  • Where can I find out more about Legacy’s participation in, and impact on, displacement in North Portland?
    According to Professor Karen J. Gibson's Bleeding Albina: A History of Community Disinvestment, 1940‐2000, Emanuel Hospital began a controversial expansion project in the 1970s which displaced hundreds of homes and businesses in the predominantly African-American Albina neighborhood. In 1989, Emanuel Hospital's owners merged with Good Samaritan Hospital to form Legacy Health. The motives and impacts of that displacement are the subject of a current lawsuit.
  • What is a health conversion foundation?
    A health conversion foundation is any foundation that gets created (or grows) as a result of: a nonprofit healthcare organization converts to for-profit; a nonprofit "sells" its assets to a for-profit company or another nonprofit organization; an existing foundation receives additional assets from the conversion or sale or other monetary transaction involving a nonprofit healthcare organization. In all three, the organization uses these transitions and the money associated to become a grantmaking foundation. You can read more about them in Grantmakers in Health's report.
  • Has this happened before? Does Oregon & SW Washington already have health conversion foundations?
    Yes. There are hundreds of health conversion foundations across the country, ranging in asset size. Locally, Northwest Health Foundation serves Oregon & SW Washington and Inatai Foundation serves Washington.

Reaching our goals

  • How can we ensure community-led governance?
    Many ways! We can learn from the many health foundations that have formed across the country with State oversight. They've used a variety of ways, often in combination:

    Community Advisory Councils - The State could require the formation of an advisory council to nominate board members, ensuring community-leadership.

    Diverse Leader Search - The State could hire a search firm with a history of recruiting diverse, community-centered leaders— or appoint a panel—to select the initial board.

    Partner with Existing Foundations - The State could identify established, community-led foundations that meet the criteria for health equity and representation.

    Enshrine it in Bylaws - The State could make sure the foundation's bylaws include provisions that forbid majority-rule by Legacy and define and require community-led governance.

    These aren't the only ways, we're sure. You can read more about these options in the Community-Led Governance resources above (or here, here and here.)

    What is most important is that the HCMO and Attorney General's office conduct an open, transparent process to determine and ensure community-led governance and accountability.
  • How can we ensure foundation accountability?
    Many ways! We can learn from the many health foundations that have formed across the country with State oversight. They've used a variety of ways, often in combination:

    Disaggregated Demographic Reporting - The State could require that any foundation receiving the resources regularly report disaggregated demographic data about the board, staff, and grantmaking recipients to ensure transparency and reflect the diversity of the communities served.

    Attorney General Oversight - The State could require the Attorney General’s approval for any changes to the foundation’s bylaws for a designated period to maintain consistent oversight and accountability.

    Annual Public Engagement - Hold an annual public hearing or open meeting to provide the community with the opportunity to engage directly with the foundation’s leadership, review progress, and offer feedback.
  • How we can ensure equity?
    The best way to ensure equity is to ensure community-led governance and accountability using some of the ways above. The State can also ensure the bylaws contain a mission of health equity and define health equity.

Be a part of shaping a healthier, more equitable future for everyone.

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