Yost’s conditional approval of the deal included requiring $30 million to be transferred to Summa’s nonprofit foundation to benefit the community.

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AKRON, Ohio — Ohio Attorney General Dave Yost says he has “conditionally approved” the $485 million sale of Akron-based Summa Health to General Catalyst subsidiary Health Assurance Transformation LLC (HATCo).

Yost says because the sale “involves the transfer of nonprofit assets from the health system to a for-profit entity, the Attorney General’s Office — as the agency charged under Ohio law with protecting charitable assets — is statutorily responsible for approving or denying the sale.”

The most important condition in the deal is the transfer of $30 million ($15M in cash and $15M in equity) to Summa’s nonprofit foundation created “to benefit the people of Summit and surrounding counties who are served by the system.”

Here are Yost’s other conditions:

The charitable purpose of the foundation receiving the proceeds of the sale will be amended to a purpose consistent with Summa’s original charitable purpose.

A majority of the foundation’s board members will have no affiliation with Summa Health.

Foundation board members will complete the Attorney General’s Charitable University within three months of the transaction.

For 3 years after closing, the Foundation will agree not to sell its $15 million equity interest.

The Attorney General will retain for 10 years the jurisdiction to enforce HATCo’s ongoing obligations to the hospital system.

HATCo will agree to cooperate with any future Attorney General investigation.

For 10 years after the sale’s closing, HATCo will provide the Attorney General a copy of the annual report set forth in the purchase agreement reflecting HATCo’s compliance with its post-closing obligations.

For 10 years after the sale’s closing, HATCo will notify the Attorney General of certain transactions that could trigger antitrust concerns.

“My role in this process is to protect Ohio’s charities,” Yost said in a statement. “After a comprehensive review by the Charitable Law Section of my office, we’re confident that the agreement includes enforceable commitments that will secure Summa’s nonprofit mission, protect patient care, and ensure continued investment in the greater Akron community.

The agreement between Summa Health and HATCo was announced on Nov. 7, 2024. The two sides agreed to a purchase price of $485 million, “which, when added to Summa Health’s current cash, will enable the health system to eliminate $850 million in existing debt.”

HATCo also committed to $350 million in capital funding within the first five years to ensure necessary resources are available for routine purposes and investment in technologies that support growth, plus $200 million intended for strategic and transformative investments and to drive innovation over the first seven years.

After the deal was announced last year, Yost says the Charitable Law Section of his office “assessed whether the parties are in compliance with fiduciary duties, whether the nonprofit will receive full and fair market value, and whether the proceeds will be used in a manner consistent with Summa Health’s original charitable purpose.”

“With proper safeguards in place, this has the potential to strengthen health care in northeastern Ohio for years to come,” Yost added.