THE WILLIAMSON COUNTY COMMISSION CHANGED. THE TONE DEAFNESS DIDN’T.

Constituents urged commissioners to pump the brakes on the Ascension deal while a catastrophic medication incident remains under investigation. Sixteen refused to defer. Nineteen ultimately voted to move the LOI forward.

5 Key Takeaways

1. Constituents overwhelmingly asked commissioners to wait. Commissioner Gregg Lawrence said responses from more than 500 constituents—and messages to the full commission—strongly favored delaying the Ascension LOI.
2. The biggest concerns emerged after Ascension was selected. The August 14 medication catastrophe, immediate-jeopardy findings and September 18 Medicare deadline were not part of the county’s earlier two-year review.
3. The county had not yet questioned Ascension about the crisis. Transaction counsel acknowledged that Williamson County had received no information from Ascension and had posed no questions about the investigation before the LOI vote.
4. Commissioners debated risk on very different scales. Rob Verell focused on potentially six figures in additional legal fees if the vote were delayed, while others questioned the far greater risk of entering exclusivity on the largest transaction in county history without key answers.
5. The commission chose momentum over delay. Sixteen commissioners voted against postponement, and the LOI ultimately passed 19–5, putting Williamson County into an exclusive negotiating process with Ascension despite unresolved questions.

By a 19–5 vote Wednesday night, the Williamson County Commission authorized the county mayor to move forward with a Letter of Intent with Ascension Saint Thomas, placing Williamson County into an exclusive negotiating process with the proposed buyer of Williamson Health for an initial 120 days, with the possibility of two additional 30-day extensions. Williamson Health has described the proposed transaction as carrying an economic value of nearly $1 billion, making the decision one of extraordinary consequence for the county.

The commission made that decision despite D4 Commissioner Gregg Lawrence telling his colleagues that the overwhelming message he was receiving from constituents was to wait. Lawrence said he emailed more than 500 constituents asking their opinion and found overwhelming support for postponement. He then reviewed messages sent to the commission's general email account and said the same sentiment dominated there. D8 Commissioner Barb Sturgeon separately reported that nearly 90 percent of the messages she had received were urging commissioners to slow down.

Those emails are not a scientific poll of Williamson County's population, but they represent direct communication from citizens to the people elected to represent them. Williamson Health is a county-controlled public asset, and Lawrence made clear that the request coming from those citizens was not to kill the deal or reject Ascension outright. It was to give the county more time before taking the next consequential step.

As Lawrence put it, voting for deferral simply meant that “the people that put us in these chairs” had asked commissioners to push the pause button for now. He proposed delaying the decision until the commission's November 9 meeting, not abandoning the Ascension process altogether.

Two years of process did not include what happened in August

Much of the pushback against Lawrence's motion centered on the fact that Williamson Health had been examining its future for approximately two years. Commissioner Williams argued that describing the process as rushed ignored the lengthy strategic review, public disclosure of a possible sale and the amount of information already available to commissioners. D3 Commissioner Jennifer Mason later stressed that the Property Committee had discussed the transaction at recurring public meetings that were recorded and available to the public.

But that argument answered a different question. Williamson Health's board announced Ascension as its preferred buyer on July 6 after what the hospital describes as a two-year strategic planning process. The board had considered multiple alternatives and finalists before unanimously selecting Ascension.

Then came August 14.

Four patients undergoing routine joint-replacement procedures at Ascension Saint Thomas Midtown were given potassium phosphate instead of the intended anesthetic in spinal injections. At least three of those patients are now reported to be paralyzed. State investigators subsequently found three instances of immediate jeopardy involving pharmacy services, surgical services and hospital governance, while inspectors blamed hospital leadership for creating what they called a “culture of overall noncompliance.”

Ascension submitted three separate safety plans to regulators, and all three were deemed unacceptable because regulators said they lacked enough information to demonstrate that adequate corrective action had been taken. CMS subsequently informed Ascension that the Medicare provider agreement covering Saint Thomas Midtown and Saint Thomas West may be terminated September 18. Recent reports indicate that TennCare funding is now also at risk if the hospitals lose federal certification.

None of those facts were part of the two-year review because they did not exist when Ascension was selected. The relevant question Wednesday night was therefore not whether Williamson Health had spent enough time considering its future. It was whether material new information about the chosen buyer justified taking a little more time before Williamson County entered an exclusive negotiating arrangement with that buyer.

Newly elected D11 Commissioner Fellhauer made the stakes particularly clear, telling the commission, “This is a really big deal, and we need to get it right.”

An elephant in the room during public comment

The divide was also apparent during citizen communication. Residents asking commissioners to pause repeatedly raised Ascension's medication catastrophe, the regulatory investigation, the potential consequences for Medicare funding and the unanswered questions surrounding the proposed buyer. Several questioned why Williamson County could not simply wait until more was known.

Much of the testimony supporting Ascension came from Williamson Health employees, physicians with professional ties to Ascension, former Ascension employees and at least one Ascension Saint Thomas board member. Those comments focused heavily on mission alignment, workplace culture, clinical relationships and positive professional experiences with Ascension.

What much of that testimony did not address was the development that had changed the conversation since July. The state investigation described failures extending beyond the initial medication error and into pharmacy procedures, surgical services and governance. Ascension has since implemented additional pharmacy safeguards, including changes involving storage of high-alert medications and additional verification requirements.

The elephant in the room was therefore not whether employees and physicians had positive experiences with Ascension. It was whether Williamson County knew enough about what regulators had uncovered, how Ascension's leadership had responded and what might happen on September 18 before the county moved into the next phase.

The county had not even asked Ascension about the crisis

Jesse Neil, the outside M&A attorney advising Williamson County, described the LOI as the mechanism through which deeper due diligence could occur. He told commissioners that an LOI facilitates the exchange and examination of information while preserving the county's ability to decide later whether to approve a definitive transaction.

Newly elected D1 Commissioner Andrew Mitchell relied on essentially the same argument against delaying the vote. He said he had reviewed the materials supplied to him and wanted to reach the stage where commissioners could ask Ascension the difficult questions now being raised. In his view, moving into the LOI process was how the county would get those answers.

When asked what information the county had already received from Ascension concerning the investigation, Neil's response was remarkably direct: “We have received no information from Ascension and posed no questions to them regarding it.”

That admission exposed one of the more glaring contradictions of the evening. Commissioners were being told that proceeding with the LOI was the best way to get answers from Ascension, while simultaneously learning that the county's transaction counsel had not yet posed questions to Ascension about the very crisis driving constituents to ask commissioners for more time.

Then the due-diligence language came under scrutiny

The diligence issue became more complicated when commissioners began examining the wording of the LOI itself. Sturgeon asked Neil where the document specifically established Williamson County's ability to conduct due diligence on Ascension. Neil said that process was contemplated by the agreement and directed commissioners to Section 3.

Sturgeon pressed the point, telling Neil, “I think the whole commission needs to understand it, not just me. I kind of think that's a prerequisite to approving the LOI.” She also questioned what type of investigation Williamson County expected to undertake regarding the medical incident and whether additional expertise might be needed to conduct it.

Fellhauer then focused on what Section 3 actually said. The provision expressly required the seller parties to provide Ascension and its representatives access to Williamson Health information. What Fellhauer could not find was comparable language expressly requiring Ascension to provide Williamson County the information necessary for the county to evaluate Ascension.

Neil's explanation involved a legal nuance most members of the public would have little reason to know. Reciprocal, or “reverse,” due diligence does not have to be written into an LOI in identical mirror-image language to occur. Neil told commissioners that a seller's examination of a buyer is customary in hospital transactions and said the county's fiduciary obligations, provisions elsewhere in the agreement and eventual Tennessee Attorney General review contemplated that Ascension would be examined as well.

That meant the absence of matching language did not mean Williamson County had no ability to investigate Ascension. It did, however, leave commissioners considering why something being presented as a central reason to approve the LOI was not more clearly articulated in the section dealing expressly with due diligence.

Newly elected D10 Commissioner Jody Todd put that practical concern plainly. “I don't see it,” she said of the reciprocal language, rejecting the idea that commissioners should simply assume “of course, it's gonna be okay.” Todd said “Williamson County should be equally empowered to make sure that Ascension is an acceptable steward” of the healthcare system the county had built.

Fellhauer followed with the obvious question: if reciprocal diligence was expected, why not simply put it into the document? Commissioners were told that Ascension and the hospital board had already approved the LOI before them, leaving the commission essentially to approve it, reject it or delay it. Neil maintained that the agreement as written already contemplated the necessary two-way review.

The legal answer may have been that reverse due diligence did not require mirror-image wording. The practical reality remained that commissioners were being asked to approve the LOI to begin investigating Ascension at the same meeting where they learned the county had not yet asked Ascension about the crisis that made that investigation suddenly so important.

Todd warned about public trust; Petty pointed to September 18

Todd's concern went beyond the contract language. One of nine newly seated commissioners, she acknowledged that the incoming members had received large amounts of material and had worked through it, but argued that commissioner preparedness was not the only consideration when the people they represent were asking for more time.

“Public trust has to remain central,” Todd told the commission. “If we don't listen then we don't build trust.” Deferral, she argued, would allow commissioners additional time to communicate with residents while the investigation continued. She also warned that commissioners had to measure their decisions against “the risk we are willing to assume if we are wrong.”

D10 Commissioner Bill Petty focused on the much nearer deadline of September 18. He questioned how the medication error happened, what safeguards failed and why protections Ascension was implementing afterward had not already been in place. His concern, he said, was not simply the medication mistake itself but “how the governance of the hospital handled this thing.”

Petty then asked what would happen if Williamson County approved the LOI and the September 18 regulatory outcome went badly for Ascension. He was told the county would remain subject to the exclusivity provision, bringing Petty back to what he described as the reason for “waiting just a little while longer.”

The stakes behind his question were substantial. Recent reports indicate that Saint Thomas Midtown and West received a combined nearly $470 million in Medicare payments in 2024. CMS has said their provider agreement may be terminated September 18 if Ascension does not produce an acceptable corrective plan.

Verell focused on what waiting could cost in legal fees

Commissioner Rob Verell approached the issue from a different direction. He asked Neil how much Williamson County was paying him, and Neil confirmed an hourly rate of approximately $900. Verell then asked what another two months of legal work might cost the county. Neil said monthly legal bills could range from roughly $20,000 or $30,000 into six figures depending on the workload, and agreed that postponing the process could plausibly add six figures in legal expenses.

Verell followed by asking whether proceeding with the LOI instead of waiting until November could potentially save taxpayers “hundreds of thousands of dollars.” Neil said moving forward with the existing team was the more efficient route to obtaining the information commissioners wanted and that pausing the process would probably cost money rather than save it. Verell then announced that he was a no on deferral.

The scale of that argument is difficult to ignore. Verell established a potential six-figure cost associated with waiting and used it as part of the case for moving forward, while the commission was deciding what Lawrence described as “the largest financial transaction in Williamson County history.” Williamson Health itself describes Ascension's proposal as carrying nearly $1 billion in economic value.

The issue was therefore not whether additional attorney time costs money. It plainly does. The question was whether avoiding that potential six-figure expense justified moving immediately into exclusivity on a transaction of unprecedented scale for the county while the regulatory status of the proposed buyer remained unresolved.

Put against the size of the transaction, the more consequential financial question was not simply what does waiting cost? It was whether several additional weeks of legal fees represented a greater risk than entering exclusivity before the county knew what it wanted to know about the organization preparing to buy Williamson Health.

Later in the meeting, another detail added context to that discussion. D3Commissioner Jennifer Mason asked whether Ascension would pay Williamson County's transaction-related legal costs, and Neil said the county had asked Ascension to assume those expenses multiple times. Ascension declined to include that provision in the LOI.

Then Judy Herbert decided it was time to stop talking

The debate over Lawrence's motion to defer was still underway when D2 Commissioner Judy Herbert moved to call the question, the parliamentary procedure used to end debate and move the body to a vote.

The timing made the move particularly striking. During the exchange, the Interim Chairman D9 Commissioner Chas Morton acknowledged that another commissioner had not yet had an opportunity to speak, but the commission proceeded to vote on whether deliberations should continue. Sixteen commissioners voted to end debate and eight voted to continue it, satisfying the two-thirds threshold.

The irony is difficult to improve upon: The commission was debating whether elected representatives should slow down because constituents were asking them to listen longer—and, during that very debate, 16 commissioners voted to stop listening to their colleagues and move to a vote.

Of note: Judy Herbert has served D2 as county commissioner for 16 consecutive years, following her father, Clyde Lynch, who held the same seat for 37 consecutive years. If you are doing the math in your head, that is 53 CONSECUTIVE YEARS of the same county commission seat, being held by the same family.

The votes tell the rest of the story

Once deliberation ended, Lawrence's motion to defer the LOI until November 9 went to a vote. Eight commissioners voted to wait. Sixteen voted against the delay. Sturgeon had already warned that entering the LOI was more consequential than the phrase “non-binding” might suggest because exclusivity meant the county would stop looking elsewhere. As she put it, “We're saying we won't look at anybody else, if we sign the LOI, that's a commitment.”

The commission knew by then that Lawrence's constituent outreach overwhelmingly favored waiting and that Sturgeon was reporting nearly the same response from those contacting her. The majority nevertheless rejected the delay, setting up the final vote on the LOI itself.

That vote widened the margin. Only five commissioners voted against the LOI, which passed 19–5. Fellhauer, O'Neill and Torres had all voted for the deferral but ultimately voted in favor of moving the LOI process forward once the deferral failed. The two roll-call votes show the sequence plainly and allow constituents to draw their own conclusions from the record.

“Non-binding” came with a binding commitment

Commissioners and counsel repeatedly referred to the LOI as “non-binding,” and in one important respect that is accurate: Williamson County is not obligated by the LOI to consummate the final sale. Commissioners can reject the eventual definitive agreement if they decide the transaction should not proceed.

But Neil also made clear that one major part of the LOI is binding, exclusivity. Once executed, Williamson County enters a 120-day exclusive negotiating period with Ascension, with the possibility of two additional 30-day extensions if negotiations continue in good faith.

That means the September 9 vote did more than authorize additional conversations. Williamson County selected the Ascension path for the exclusivity period, during which due diligence, legal work and negotiation of definitive agreements will continue. The county can still decide later not to complete the transaction, but it is no longer in precisely the same position it occupied before approving the LOI.

Todd captured that reality with a playground-slide analogy during the meeting, warning that once the LOI is signed and substantial time, money and institutional effort begin accumulating around the transaction, momentum develops. Her point was not that commissioners lose their legal ability to stop the sale, but that the next decision will be made farther down the process than the one commissioners faced Wednesday night.

That is why the request for a short pause mattered when it did.

The county's stakeholders had asked their representatives to wait. Commissioners heard testimony about public trust, unanswered questions, the absence of direct inquiry to Ascension about the investigation, a federal deadline only days away and the implications of entering exclusivity. Sixteen commissioners nevertheless rejected the requested pause, and 19 ultimately voted to move the LOI process forward.

Whatever Ascension's regulatory outcome or the eventual fate of the Williamson Health transaction, those September 9 votes are now part of the public record. The Williamson County Commission heard the request to wait and chose to move forward anyway.

Apparently, replacing one-third of the Williamson County Commission did little to improve its hearing when constituents speak. Perhaps it even made their tone deafness that much worse.

To watch the meeting in it's entirety, click here.

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