Summary: Agreement between Lincoln County and Merrill Health Holdings, LLC and 1 Bialecki 2 Anderson-Malm WHEREAS, Pine Crest Nursing Home Ad Hoc Committee was created in 2022 for the 3 McCrank purpose of studying Pine Crest Nursing home and its financial condition, which study 4 Woellner resulted in a need for Lincoln County to either sell the Nursing Home or to increase tax levy 5 Zelinski to fund the needed operations and maintenance sufficiently to continue operations; and 6 Ashbeck 7 Dunphy WHEREAS, by Lincoln County Resolution 2024-02-09, the County Board of Supervisors 8 Thiel previously approved the sale of the Pine Crest Nursing Home and Health & Human 9 Vorpagel Services Building; and 10 Boyd WHEREAS, the prior prospective purchasers provided notice to Lincoln County on June 11 Detert 29, 2024 that they were terminating the Asset Purchase Agreement due to an unresolved 12 DePasse lawsuit filed by Donald J. Dunphy challenging the sale of the Pine Crest Nursing Home and 13 Bishop Health & Human Services building; and 14 Lyskawa 15 Lemke WHEREAS, after pausing to review its options and ascertaining that the sale of the Pine 16 Miller Crest Nursing Home remained the best option for the County, the Lincoln County Board of 17 Meunier Supervisors, by Resolution 2024-09-56, authorized and directed the A&L Committee to 18 Wickham carry out such actions as may be necessary to identify and negotiate with qualified buyers to 19 Dorava purchase the Pine Crest Nursing Home with the option to include the Health & Human 20 Cummings Services building; and 21 Simon 22 Hartwig WHEREAS, a new Buyer was identified and selected by the Administrative & Legislative Totals Committee for purposes of negotiating a sale of Pine Crest Nursing Home and the Health & Carried Human Services building, with said Buyer being Merrill Health Holdings, LLC, who, concurrently with Buyer's acquisition of the Real Property, intends to lease the property to Defeated Buyer's affiliate, Jack Pines Healthcare, LLC, who will take over operation of the Pine Amended Crest Nursing Home; and Voice vote WHEREAS, Buyer owns several other skilled nursing facilities in the United States Roll call including three in Wisconsin, and has expressed its intent to continue to operate Pine Crest Nursing Home as a skilled nursing facility, with the further intent to keep both residents and employees at the facility; and STATE OF WISCONSIN ) ) SS WHEREAS, Buyer has expressed its intent to lease the Health & Human Services building COUNTY OF LINCOLN ) back to Lincoln County, and will allow Lincoln County to enter into subleases with all current tenants of the Health & Human Services building; and I hereby certify that this resolution/ordinance is a true and correct copy of a WHEREAS, the Pine Crest Nursing Home and its staff has a distinguished history of resolution/ordinance adopted providing quality long-term and recuperative health care services to the citizens of Lincoln by the Lincoln County Board of County, and the Lincoln County Board of Supervisors believes the sale of the skilled Supervisors on: nursing facility to Merrill Health Holdings, LLC, will allow that level of service to continue to the residents of Lincoln County; and Christopher J. Marlowe Lincoln County Clerk 1 WHEREAS, Resolution 2024-09-56 gave the Administrative & Legislative Committee jurisdiction over the buildings and lands of the Pine Crest Nursing Home and authorized the Administrative & Legislative Committee to exercise jurisdiction over the buildings and lands of the Health & Human Services building, only for purposes of the inclusion of such building and land in a potential sale of Pine Crest Nursing Home, and subject to any jurisdiction of the Public Property Committee over such buildings and land as its jurisdiction relates to the caring for and keeping in repair such buildings and grounds; and WHEREAS, Lincoln County Ordinance §2.09(2)(c)7., provides that the Forestry, Land & Parks Committee shall "[h]ave jurisdiction over all tax title property, as well as all County-owned property, with the exclusion of any lands administered by other County committees. Maintenance of such properties shall be as outlined at Property Committee below"; and WHEREAS, by motion made after reconvening into open session at its June 4, 2025 meeting, the Administrative & Legislative Committee recommended approval of the Asset Purchase and Sale Agreement and the Operations Transfer Agreement, and that the Agreements be forwarded to the County Board after consideration by the Forestry, Land & Parks and Public Property Committees, so that any requirement under Lincoln County Ordinance that the Forestry, Land & Parks Committee and/or Public Property Committee approve the proposed sale be met, despite the County Board's express grant of jurisdiction to the Administrative & Legislative Committee over the buildings and lands of Pine Crest Nursing Home and the Health & Human Services building for purposes of a sale. NOW, THEREFORE BE IT RESOLVED, that the Lincoln County Board of Supervisors hereby approves the Asset Purchase and Sale Agreement and the Operations Transfer Agreement for the sale of the Pine Crest Nursing Home and the Health & Human Services building, all as described in the referenced Agreements, to Merrill Health Holdings, LLC, for the total purchase price of $9.5 million dollars and on the terms and conditions as set forth in the Asset Purchase and Sale Agreement and Operations Transfer Agreement. BE IT FURTHER RESOLVED, that the Lincoln County Board of Supervisors directs the County Board Chair and County Clerk to sign the Asset Purchase and Sale Agreement and the Operations Transfer Agreement, and further directs the County Clerk to sell and convey the property described in the Asset Purchase and Sale Agreement and Operations Transfer Agreement to Merrill Health Holdings, LLC pursuant to Wis. Stat. §59.52(6)(c). BE IT FURTHER RESOLVED, that the Lincoln County Board of Supervisors directs Corporation Counsel and the Administrative Coordinator to continue to work with the Purchaser to finalize the Agreements and bring the sale to Closing as provided for in the Agreement. Dated: June 17, 2025 Authored by: Kenneth Wickham, Supervisor, District 18 Co-Sponsored by: Andrew Zelinski (District 5). Marty Lemke (District 15), Marguerite Lyskawa (District 14), Angela Cummings (District 20), and Greg Hartwig (District 22) Committee: A&L Committee Committee Vote: Passed - voice vote Date Passed: June 4, 2025 Committee: Public Property Committee Committee Vote: Passed - voice vote Date Passed: June 9, 2025 Committee: Forestry Land & Parks Committee Committee Vote: Passed - voice vote Date Passed: June 12, 2025 Fiscal Impact: $9.5 million sale price plus estimated tax levy savings of $1 million per year Drafted by: Karry A. Johnson, Corporation Counsel 2 ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (the "Agreement") is dated as of June [ ], 2024 (the "Effective Date"), by and between Lincoln County, a municipal corporation organized under the laws of the State of Wisconsin ("Seller") and Merrill Health Holdings LLC, a Nevada limited liability company ("Buyer"). RECITALS A. Seller is the owner of that certain skilled nursing facility licensed for 120 skilled nursing beds, located at 2100 E. 6th Street, Merrill, WI 54452 commonly known and doing business as "Pine Crest Nursing Home" together with all transferable Licenses, certifications, Provider Agreements, FF&E, Inventory and other assets owned, leased, held or used by Seller in connection therewith (the "Facility"), which is currently managed by North Central Health Care ("NCHC"), pursuant to a Nursing Home Management Agreement between Seller and NCHC. While NCHC manages the Facility, Seller owns the bed licenses and is deemed the operator of the Facility ("Current Operator"). B. Seller is also the owner of an office/government services building, located at 607 N. Sales Street, Merrill, WI 54452 commonly known as the Health & Human Services Building (the "H&HS Building"), which currently houses certain Lincoln County departments and which also houses outside entities who maintain leases with Lincoln County for their respective spaces ("Current Tenants"). C. Seller desires to sell to Buyer and Buyer desires to purchase from Seller, on the terms and subject to the conditions of this Agreement, all of Seller's right, title and interest in and to the Real Property (as defined below) associated with the Facility and the H&HS Building, and all of the other assets located therein, appurtenant thereto or held or used in connection therewith and located at the Facility, as described in this Agreement. D. Concurrently with Buyer's acquisition of the Real Property, Buyer intends to lease the Real Property to Buyer's affiliate, Jack Pines Healthcare LLC, a Nevada limited liability company ("New Operator"). E. At Closing, Buyer will assign to New Operator certain assets other than the Real Property, and Seller/Current Operator will enter into an Operations Transfer Agreement (as defined below) with New Operator with respect to the transfer of Current Operator's right, title and interest in and to the business operations of the Facility. F. Seller and Buyer desire to document certain terms and conditions relevant to the purchase and sale of the Facility and the H&HS Building. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties agree as follows: ARTICLE 1. PURCHASE AND SALE OF ASSETS 1.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer free of all leases, liens, and security interests (other than Permitted Exceptions (as defined below) with respect to the Real Property), and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the following assets, as such assets shall exist on the Closing Date with respect to the operation of the Facility (whether or not such assets are essential to the operation of the Facility), all of which are referred to herein collectively as the "Assets": (i) "Real Property," which means (a) the land as described in Exhibit 1.1(i), including all easements and other rights, interests and appurtenances thereto which are or will be owned or used by Seller in connection therewith, and (b) all buildings, structures, furnishings, fixtures and other improvements located in, on, at, under or above or attached to such land, in each case, which shall be transferred to Buyer in its "as is, where is" condition; (ii) "Operating Assets," which means, to the extent owned by Seller and used in connection with the Facility, (a) all inventory used or held for use at the Facility (the "Inventory") (b) all furniture, fixtures, equipment, tools, machinery, vehicles and all other tangible personal property owned by Seller, located at the Facility, and used in connection with the Facility owned by Seller (the "Personal Property"); (c) to the extent assignable or transferable, all personal property leases with respect to ownership of the Facility; and (d) to the extent assignable or transferable, all general intangibles related to the ownership, possession, lease or use of the Assets of the Facility, including without limitation, lien waivers, surety agreements, bonds, warranties, guaranties, utility use agreements, covenants, commitments, permits, certificates, regulatory approvals and entitlements owned or employed by Seller in conjunction with the ownership of the Facility (the "Intangible Property"); (iii) "Other Assets," which means all of such other and additional rights as Seller may have in and to the Real Property and the driveways, parking lots and related amenities or otherwise serving the Real Property. Buyer hereby designates its affiliate, New Operator, to receive an assignment of certain of the Operating Assets other than the Real Property, subject to and in accordance with the terms of the Operations Transfer Agreement (as defined below). 1.2 Excluded Assets. Notwithstanding anything to the contrary in Section 1.1, Seller shall retain all of the following assets owned directly or indirectly by it (or any of Seller's affiliates), and such assets below shall not be included in the Assets to be transferred to Buyer (collectively, the "Excluded Assets": (a) cash, cash equivalents and short-term investments of Seller; (b) all accounts receivables, accounts, notes, interest and other receivables of Seller (collectively, the "Accounts Receivable"), and all claims, rights, interests and proceeds related thereto; 2 (d) computer hardware, software and programs; (e) assets owned and provided by vendors of services or goods to the Facility; (f) all claims, rights, interests and proceeds with respect to state or local tax refunds (including but not limited to property tax) resulting from periods prior to the Effective Time, and the right to pursue appeals of same; (g) all of Seller's organizational record books and minute books; (h) all bank accounts of Seller; (i) all rights, claims and choses in action of Seller and its affiliates with respect to periods prior to the Effective Time, and any payments, awards or other proceeds resulting therefrom; (j) all writings and other items that are protected from discovery by the attorney-client privilege, the attorney work product doctrine or any other cognizable privilege or protection; (k) all of Seller's interest in and to the Rejected Contracts (as defined in the Operations Transfer Agreement); (l) all personal property of Seller and Current Tenants in the H&HS Building that is not used in the operation of the Facility or required for the ordinary course of business of the H&HS Building; (m) all personal property, including tools, owned individually by employees of Seller, to which Seller has neither right nor authority to convey; and (n) all items specifically listed on Exhibit 1.2(l). 1.3 EXCLUDED LIABILITIES. THIS AGREEMENT EXCLUDES, AND BUYER AND NEW OPERATOR DO NOT ASSUME, ANY LIABILITIES OF SELLER NOT EXPRESSLY ASSUMED BY BUYER OR NEW OPERATOR IN WRITING IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT RELATING TO THE TRANSFER OF THE FACILITY FROM SELLER TO BUYER AND NEW OPERATOR INCLUDING, BUT NOT LIMITED TO THE FOLLOWING (COLLE
Arguments FOR:GROUP ONE
Supporters of the resolution argue that selling Pine Crest Nursing Home and the Health & Human Services building resolves a pressing long-term fiscal shortfall for Lincoln County. By completing the $9.5 million sale to Merrill Health Holdings, LLC, the county eliminates an estimated $1 million annual tax levy operational deficit without needing to raise local taxes. Proponents emphasize that the agreement helps preserve vital senior care services in the community, as the buyer has stated its intent to maintain the facility as a skilled nursing home, keep current residents in place, and retain existing staff. Furthermore, the provision allowing Lincoln County to lease back the Health & Human Services building enables county departments and existing subtenants to continue their operations without municipal service disruption or the high capital costs of constructing new county offices.
Arguments AGAINST:GROUP TWO
Opponents and critics harbor concerns regarding the privatization of a long-standing public health asset. Transferring a community safety-net facility to a private entity (Merrill Health Holdings, LLC and Jack Pines Healthcare, LLC) raises questions about long-term accountability, future staffing levels, room rates, and potential changes to the quality of care if profit margins take priority. Opponents also point out that selling public real estate forces the county into a long-term tenant position for its own Health & Human Services department, exposing local taxpayers to future rental cost increases or lease renewal uncertainties. Additionally, the history of public pushback—including a previous lawsuit by a resident that derailed a prior sale agreement—reflects ongoing community distrust regarding the county board's decision to divest from public nursing care facilities.
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