Glenview Capital's Larry Robbins - Letter To HMA Shareholders Seeking Board Removal

8/13/2019 Glenview Capital's Larry Robbins - Letter To HMA Shareholders Seeking Board Removal

1/13

FOR IMMEDIATE RELEASE

GlenviewCapitalInitiatesDemocraticProcesstoElectEightIndustryLeading

NomineestoHMABoardofDirectors

NEW YORK, NY (June 25, 2013) Glenview Capital Management LLC, which owns14.6% of the common stock of Health Management Associates, Inc. (NYSE: HMA),today filed a preliminary Consent Solicitation Statement nominating eight industryleading candidates to replace the current Board of Directors. The announcement,which also is available at www.revitalizehma.com, was made in the following openletter to all shareholders:

June 25, 2013

Fellow HMA Shareholders:

Our firm, Glenview Capital Management (Glenview), has been a shareholder ofHealth Management Associates, Inc. (HMA or the Company) for more than twoyears, and presently we own 14.6% of the Company. This morning we set in motiona democratic process by which, pending finalization of our documentation afterfiling with the Securities and Exchange Commission (SEC), we as shareholders willbe presented with an option to remove and replace the sitting Board of Directors ofHMA with eight highly qualified, independent, newly elected directors (collectively,the Fresh Alternative) to lead our Company forward.

We believe this decision is important and is worthy of your time, full considerationand complete study, and in support of that our disclosure is extensive. Thebackground and rationale for this extraordinary step are set forth in great detail inthe body of this letter. Further supporting information presented in the form of aslide presentation that will be filed with the SEC and is available, along with othersupporting documents, on the public website www.revitalizehma.com. However, inrespect of your time this morning we offer the following executive summary:

In our role as suggestivists, constructive shareholders that often suggest toManagement and occasionally to Boards ways to improve value for all shareholders,we are bringing our suggestions directly to you, our fellow owners of HMA:

a) Itiswidelyrecognizedbypublishinganalysts,financialpressandprofessionalinvestorsthatthereissignificantroomforimprovementatHMA. Foroveradecade,despitethe

besteffortsofwellintentionedindividualsattheCompany, HMAhasfallenshortin

theirfinancialreturnsdeliveredtoshareholders,theirfinancialmanagementandfocus,


2/13

2

oursharedaspirationalgoalsonregulatorycomplianceandthepursuitofastableand

effectiveleadershipteam. Culturally,webelievethatanoveremphasisonaggregate

growthattheexpenseofpersharevaluecreationandoptimalreturnoncapitalhasled

toasubstandardstrategicandfinancialapproach.

b) Asanalternative,wearesettingforthapaththatwebelievecreatesthestrongestfutureforHMAspatients,employeesandinvestorswhileminimizingtherisktoeach

vitalconstituency. WesuggestHMAshareholdersconsenttofullyreconstitutethe

Boardwiththeeighthighlyqualifiednomineesproposedherein. Duringamanagement

transitionperiodthenewBoardshouldconsiderretainingaseniorteamfromAlvarez&

Marsalwhohasconfirmedtousitsavailabilitytoserveimmediatelyasinterim

managementforaninitialperiodofstabilization,reviewandimprovementatthe

discretionofthenewBoard.

c) ThenomineesoftheFreshAlternativeofferastrongblendofdirectlyrelevantskills(allnomineesarecountedmorethanonceinthefollowingtally):

i) Alleightdirectorshavehealthcareprovider/facilitiesexperience;ii) AmajorityofthenomineeshaveservedinacapacityasCEO,CFOor

COOofmeaningfullysizedenterprises;

iii) Halfofthenomineeshavestrongcorporatefinancebackgrounds;iv) Twonomineesbringspecializedlegalandregulatoryexperiencewhile

twoothersbringspecificexperienceinturnaroundsituations;

v) Threenomineesbringskillsandexperienceinhumanresourcesandmanagedcareareas;

vi) Thenomineesincludebothlongtermbusinessbuildersandoperatorsaswellasleaderswhohavesoldorcombinedbusinessesinstrategicor

financialtransactions;and

vii)

Consistent

with

the

desire

to

constitute

a

fresh,

independent

board,

therearenocurrentorformerGlenviewemployeesofferedas

nominees.

d) WebelievethatoursharedinvestmentinHMAisbestservedwithaBoardwhohasthecapabilities,vision,tenacityandspirittobuildastrongindependentHMAandresolve

legacyregulatoryissueswhileconcurrentlybeingopentoallavenuesofshareholder

valuecreation,includingstrongcapitalallocationandtherigorousevaluationofall

strategicalternatives.

We urge HMA shareholders to read the complete materials carefully along with anyinformation offered by the sitting HMA Board so that each shareholder can make awell informed decision in this democratic process. For important information onhow to vote your shares at the appropriate time, please refer to the information onthe Revitalize HMA website www.revitalizehma.com and the definitive consentstatement when available.


3/13

3

We will now review the situation and our thought process in greater detail.

Glenview is an investment manager in its thirteenth year of operation, managingmore than $6 billion across two families of investment funds. Our investment inhospitals, which totals approximately $2.0 billion across five major US hospital

chains, reflect our affinity for the longterm growth and stability of the business, ourrecognition of the growth opportunities available through the period ofimplementation of expanded insurance coverage, our belief in the structuralcompetitive advantages of forprofit hospital chains, and our excitement about theopportunities for reinvestment of the industrys strong cash flows and growing debtcapacity as profitability builds through time. As such, our initial investment in HMAbegan in early 2011 and we became greater than 5% shareholders in the Companymore than one year ago.

Our longterm focus in HMA is not unique to our history but rather is deeplyingrained in our culture. Over the years, we and our investors have been privileged

to invest in a number of strong, secularly growing companies run by strongmanagement teams in conjunction with effective and constructive Boards ofDirectors who have been wonderful stewards of the assets in which they have beenentrusted to lead by the owners of the Company: public shareholders. In such cases,we have been able to substantially invest in the shares of Express Scripts over a 10year holding period, McKesson and ThermoFisher Scientific (and its predecessors)for eight and nine years, respectively, Cigna, Life Technologies (and itspredecessors), Pentair (and its predecessors), Aon, American Tower, Crown Castleand others over a five year holding period. In fact, we have held over 90investments for longer than our current tenure of HMA, solidifying our credentialsas longterm shareholders rather than transitory opportunists. We have found the

combination of a strong industry, a strong business, a strong management team, aneffective Board and longterm shareholders to be the Dream Team of shareholdervalue creation.

Throughout the years, we have come across situations where we believe theindustry and business are each attractive but that the management team, strategicdirection or longterm capital allocation plan are suboptimal. In such cases, weattempt to use our conversations with management as a twoway constructivedialogue, where we not only gain from the benefits of their insights regarding theindustry and longterm risks and opportunities but where we may also share ourviews on issues where we may have a particular expertise, particularly in the areas

of capital allocation, longterm financing, shareholder communications and strategicalternatives. We do not expect nor demand perfection out of any management teamor Board, nor are we ourselves able to deliver perfection to our own investors.

However, we have found that organizations that are truly openminded and learnfrom both prior mistakes and the experiences of others with similar challenges andopportunities become the most effective organizations for their business mission,their customer base, their employees and their shareholders.


4/13

4

Oftentimes in such situations, there has been a strong willingness of managementand the Board, in whole or in part, to genuinely pursue all constructive suggestionsto analyze their merits, and when the benefits are clear to act upon them in adecisive fashion. We believe this strong willingness to engage in healthy andconstructive debate results from an alignment of interests between shareholders,

management and Board members and the strong passion members of the companyhave to delight not only their customers but their owners and capital providers overtime. In other situations, the Board may be more passionate and capable than thesitting management team, in which case one sees a Boardled initiative down one oftwo paths:

a) Toexplorealternativestodeliverastrongindustrialandcompetitivepositionandwonderfulcollectionofassetstoastrategicacquirerwithasittingmanagementteam

whomaynotonlyoptimizethevalueofthoseassetsindependentlybutthenmayaddto

theeconomicvaluethroughcostandrevenuesynergiesanddeliveraportionofthat

synergyvaluetosellingshareholders;or

b) Intheabsenceofsuchanalternative,togoaboutthebusinessofstrengtheningandrebuildingamanagementteamthatisalignedwithshareholdersinterests.

The most complex situations, and those that carry with them both greater risks andgreater opportunities, are those in which the Board has been unable, unwilling, orineffective at establishing a strong senior management team over the medium term,which can lead to suboptimal operating performance, a lack of strategic vision, ahigher cost of capital, higher regulatory and compliance risk and lower shareholderreturns. As the true owners of the business, shareholders can improve thecomposition of a Board, but such transitions can be costly, awkward and potentially

disruptive to the business.

Our culture at Glenview is to analyze the facts in front of us, and to try to removeemotion or bias from the equation. In Hollywood terms, we are more Mr. Spockthan William Wallace. We were not born to lead fights, but we are simplyprogrammed to follow the logic trail and act accordingly. Factually speaking, HMAfits the small category of companies with a strong industry and assets, a willinglongterm shareholder base and a deficiency at both the Board and managementlevel. The facts supporting these conclusions are as follows:

a) HMAcompletedalostdecadethrough2012,generatingacompoundannualreturnforshareholders

of

less

than

1%

and

underperforming

its

peers

over

the

past

1,

3,

5

and

10

yearperiods.

b) HMAsabilitytoproperlyforecastanddeliveruponmanagementsbusinessplaniswellbelowaverageintheindustry,andfinancialleadershiphasfailedtoestablishinvestor

credibilityovertime. Thismanifestsitselfwithasubstandardcapitalallocationplan.


5/13

5

c) Thebackboneofanyhospitalcompanymustbethequalityofcareandtheintegrityorrelationshipswithpatientsandpayors. Unfortunately,HMAstrugglesundertheweight

oftwounresolvedDepartmentofJusticeinvestigationsandoneSECinvestigation.

d) ThemisalignmentofBoardandshareholderprioritieshasledtothemisapplicationandpoorconstructionofmanagementincentives,amyopicfocusonacquisitionstothe

exclusionofhigherreturningsharerepurchasealternatives,andafailuretoattract

strongstableseniormanagement. WiththeCEOsrecentresignation,HMAwillbe

searchingforits5thCEOin13yearsunderalargelyconsistentBoard.

e) Finally,theBoardappearstobeinsularanddoesnotappeartohaveapathtowardscontinuousimprovementandgrowth. Anysuchprogramofferednowwouldbehighly

reactionaryandinouropinionwouldfallshortofthereasonableexpectationsowners

havefortheirDirectors.

A more comprehensive presentation of the historical shortcomings of HMAsleadership is set forth in the slide presentation we have prepared which walks

through, in sometimes excruciating detail, the issues that give rise to ourobservations herein. While rational people may disagree about any one element orone interpretation of these issues, we believe that a plurality of longterm investorswill find that this supporting information is both factual and representative of theirown observations of the Company throughout time.

Naturally we began our conversations with senior management more than twoyears ago, immediately prior to and concurrent with our investment in HMA.Following more than 18 months of conversations with management regarding keystrategic, operating and capital allocation initiatives, there was no evidence thatmanagement was either willing to, or were in a position to, be open minded orintellectually honest in their analysis. As many of these issues were Board levelissues, and with a management team unreceptive to constructive discussion, weengaged the Chairman and Lead Independent Director of HMA in both verbal andwritten discussions over the past six months. HMAs Chairman and Lead Directorhave told us that they have shared the content of our conversations and writtencommunications with the full Board. During our conversations with the Board, wehave requested a face to face meeting with the Chairman and Lead Director whichhas yet to occur. We offered to communicate our views on the Company to the fullBoard in person which has also yet to occur.

It is not the responsibility of a significant shareholder to perpetually defer to theBoard and management. It is the responsibility of a significant shareholder toapproach a situation with an open mind, analytical integrity, polite and respectfulcommunication and a respect for the reasonable time and resource constraints ofthe Board and management. We have met every responsibility in our holdings inHMA and in all of our holdings over the past 13 years, and our inability to findcommon ground to assist HMA in finding a constructive path forward have left uswith the following decision path.


6/13

6

Decision point #1 Flight or FightUnfortunately, when a Board refuses to engage in a constructive dialogue, continuesupon a path that has dissipated shareholder value and increased the risk profile ofthe firm and through a long history of inflexibility and underperformance has failedto live up to their responsibility to public shareholders, a companys owners are left

with two suboptimal choices:

a) Sellyoursharesandabandontheopportunitysetofferedbyastrongindustryandstrongcollectionofassetsthatyouownatadiscountprice;or

b) TakeactiontoimprovetheBoardandmanagementtounlockthefullpotentialofyourinvestment.

While choice A seems horrible, choice B is not without risks. While there is no doubtthat in the longterm a strong management team and Board will protect and buildvalue for shareholders, the interim transition period of achieving such an outcome

can be long and disjointed, leaving some critical business, compliance and financialissues unmonitored. As the largest shareholder of HMA, we have the most to lose insuch a risky transition, and therefore have the most incentive to seek a solution thatoffered all of the longterm rewards of improved governance and oversight whilesignificantly diminishing transitory execution risk.

Decision point #2 Gradual change or complete overhaul?In order to improve the effectiveness of both management and the Board, one mustconsider whether this can be done in a piecemeal fashion, or whether it is advisableto pursue a complete turnover of the Board in a manner that provides managementcapabilities and continuity. We believe the breadth of change that is appropriate at

the Board level is directly proportional to the breadth of challenges and the durationof ineffective Board stewardship. After reviewing the specific facts of HMAs Board,we believe that a complete overhaul of the Board is not only the most appropriateand most effective course of action but also is the lowest risk alternative for thefollowing reasons:

a) ThebreadthofthechallengesisenormousatHMA. Therearedeficienciesinmanagementqualityandretention,regulatoryandcompliance,financialplanningand

analysis,capitalallocation,strategicplanninganddirectionandingovernance. These

areasofstrengtheningaretoolargeforanyoneortwodirectorstotacklealone,and

theareasofexpertiserequiredrequirealargenumberofBoardmemberswithamyriad

of

talents

and

experiences.

b) Thedurationofthesechallengesislong,andtheresponsehasbeendeminimis,ineffectiveornonexistent. ThevastmajorityoftheboardmembersatHMAhave

continuouslypresidedoverthesechallengesforanextendedperiodoftimewithout

takingaction.


7/13

7

c) Thepresentboardappearsinsularandstale. WhilewearerespectfulofthevalueoflongtermdirectorshipinCompanieswithproventrackrecordsoflongterm

achievement,webelievetheaveragetenureof17yearsamongstHMAdirectorsis

indicativeofanorganizationresistanttochange. Furthermore,industryobservershave

notedthatthestrong,insularcultureoftheBoardislimitingtheavailablepoolof

qualified,strongleadershipcandidatestomoveHMAforward.

d) Timeisoftheessence. HMAisfacingasignificantnumberofimportantdecisionscurrentlyandadividedBoardwouldriskunhealthyconflictandunnecessarydelay.

Theseimportantdecisionsincludemultipleregulatoryandcomplianceinvestigationsby

governmentauthorities,anactiveCEOsearch,areviewofstrategicalternativesforthe

Company,theneedtoestablishcontractualframeworksforreimbursementunder

newlyformedstatewidehealthinsuranceexchangeswhichwillbeintroducedto

consumersinOctoberandcriticaldecisionsthatbalancecostsavingswithlongterm

investmentstopositionHMAforfuturegrowthandhealthyprofitability.

e) Finally,andimportantly,aswereachedouttoindustryleaderswhowouldconsiderserving

on

HMAs

board,

it

became

very

clear

that

the

highest

quality

Board

candidates

wereinmuchgreatersupplyifitwasensuredthatanynewHMABoardwouldconsistof

acleanslateofconstructiveandcollegialmembersandwouldbefreefromasignificant

culturalriftorawkwardtransitionprocess. Simplystated,youcannotattractthebest

leaderswithoutgivingthemthefullpowertolead.

Decision point #3 Change Management or Sell the CompanyConcurrently with a discussion of Board composition, we know that investors, thepublishing research community and the financial press have been asking thequestion of whether it is best to sell the company or to change management andbuild longterm independent value. Our answer may surprise you: we dont know.

In our communications with the Company we have not asked HMA to definitivelysell themselves to the highest bidder, nor have we recommended that they ignoresuch possibilities. Rather, we have suggested that the Company conduct a rigorousand unbiased process to explore all avenues of shareholder value creation includingimproved capital allocation as well as an evaluation of a sale to potential strategicacquirers.

In our opinion, such a review cannot be prejudged by us or any individualshareholder, but rather is best established and executed by highly qualifiedindependent directors. Despite the announcement that the Board has retainedMorgan Stanley as a financial advisor, we believe an expeditious change to the Board

is prudent for the following reasons:

a) Anythoroughreviewseekstoassessthelongtermvalueoftheindependentcompanyandtoidentifythealternativesforunlockingvalue. Ofcourse,theindependent,long

termvalueoftheCompanyisdirectlyproportionaltothequalityoftheBoardand

management,andstrategiesandcapitalallocationpoliciestheyadopt. Forallofthe

reasonscitedabove,westronglybelievethisvalueismaximizedonlythroughafresh

BoardofDirectors.


8/13

8

b) GivenHMAshistoryandculture,itisdifficulttohaveconfidenceinthecurrentBoardconductinganunbiasedanalysisofstrategicalternatives. Accordingtopressreports,six

yearsagoHMApaidasubstantialspecialdividendinordertoavoidengagingwith

interestedprivateequityfirmswhomayhavebeeninterestedinacquiringthe

Company. Additionally,asHMAshistoryhasonlybeenofacquisition,itispossiblethat

theycouldseektoacquirebothscaleandmanagementtalentthroughanacquisitionof

anothercompanyratherthanasaleofitself,perhapsweightingselfpreservationabove

arigorousanalysisofriskadjustedreturnstoowners.

c) WithoutthecrediblealternativeofastrongindependentCompany,potentialstrategicpartiesinterestedinanacquisitionofHMAmayfeelempoweredtoofferlowerprices

forHMA,knowingthattheCompanyisadistressedseller. Webelievethestrategic

andfinanciallogicofanacquisitionofHMAbyalargerhospitalchainiscompelling,and

thatsuchanalternativehasthecapacitytoofferHMAshareholderssignificantvalue

shouldbuyersbewillingtoappropriatelysharethebenefitsofsuchacombination

throughfullandfairconsideration. Asitremainsunclearifanystrategicistruly

committedto

bidding

for

HMA,

or

at

what

price

such

commitment

exists,

it

would

be

irresponsibletosimplyhopeforthebestwithouttakingproactiveactiontobuildvalue

inallcircumstances.

d) Severalindustryparticipantshaveindicatedthattheyareonlyinterestedinfriendlymergersoracquisitions,andbypatternandpracticeaswellasindescriptionsfromthe

pressandpublishingfinancialanalysts,HMAsBoardanditsChairmanhavebeen

unwelcomingofandunfriendlytowardsanysuggestionsthatHMAsellitself. Ahighly

qualifiedreconstitutedboardensuresthatanysaleprocesswouldbeprofessionaland

cooperativeandthereforelikelytosurfacemaximumvalueshouldsuchvaluebe

attainablethroughstrategiccombination.

e) Anystrategiccombinationoflargehospitalchainsislikelytoinvolveaprotractedregulatoryreview. Duringsuchtime,HMAwillbedealingwiththecriticalissuesof

regulatorycompliance,exchangepricing,informationtechnologyinvestmentsand

competitivepositioningthroughtheimplementationofcoverageexpansionunderthe

PatientProtectionandAffordableCareAct. Suchissuesdemandtheoversightofa

highlyqualifiedandhighfunctioningBoardunderanycircumstances,includingduring

aninterimperiodofregulatoryreviewpriortoabusinesscombination. Webelieve

potentialstrategicbuyersshouldvaluesuchanenhancementandwouldthereforelikely

reflectthatintheirbidfortheCompanyshouldonematerialize.

We believe that a new, highly qualified, independent Board offers multiple clearpaths to maximize value for HMA and that each should be pursued with intellectualhonesty and analytical rigor, free from bias.

Decision point #4 Elements of a Successful TransitionWe asked ourselves a simple question: how would we feel if another shareholderpresented to all of us a comprehensive solution, and what elements would benecessary to ensure such a solution was in fact comprehensive? While the answer


9/13

9

to the first part is easy (wed be ecstatic!) the elements of a comprehensive solutionare as follows:

a) AssembleabluechipBoardwiththefollowingskills:i)

Strong

health

care

industry

experience;

ii) Regulatoryandpolicyexpertise;iii) Legalandcomplianceexpertisetoensurethesacredtrustbetweenpatients,

providersandpayors;

iv) Sophisticatedfinancialreportingexperienceandprovencapitalallocationeffectiveness;

v) Deepunderstandingofshareholderinterestswithstronginvestmentexpertise;vi) Provenabilitytoworkinacollectiveandcollegialatmospheretoadvancethe

Companysobjectives;and

vii) Proventrackrecordinhumanresourcemanagement,teambuildingandsimilartransitionalortransformationalroles.

b) Assemble,immediately,astrongmanagementteamwithCEO,CFOandlegalcapabilitiesshouldtheyprovenecessary.

c) Analignmentofshareholder,Boardandmanagementintereststhatwillinevitablyleadtomethodicalandwellorganizedreviewofstrategicalternativestodeterminethe

optimalcapitalstructure,capitalallocationplanandtocomparethelongtermrisk

adjustedvalueofindependencewithanyandalloffersforstrategiccombinationby

crediblethirdpartieswhomaybuilduponthestrongpresentcapabilitiesofHMA.

We present this wish list as the only option, rather than offering an alternative,because in both being and thinking like an owner, such a wish list is the necessary

threshold that needs to be met for a complete overhaul to be feasible and advisable.Cutting any corners in this approach we believe would be inherently risky and leadto suboptimal longterm outcomes. Simply put, there is no choice but forshareholders to expect and assemble a complete and thorough human capitalsolution to infuse analytical rigor, fresh perspective and enthusiasm into a programto unleash the full potential of HMA.

The concept of Primum non nocere, or First, do no harm is not only applicable tophysicians and emergency personnel but also is instructive to us in our approach inHMA. As a large and important hospital operator in the U.S., we recognize the vitalrole that the Company plays in delivering critical healthcare services to more than

one million patients each year. We also recognize that the employees and associatesof HMA are engaged in literally lifesaving work and must have an ability tomaintain focus, quality and continuity of care through any corporate transition thatoccurs in a boardroom or headquarters office. It is with this overriding principlethat we first do no harm that we have sought to fully identify and assemble a Boardwith broad skills, deep experience and the ability to immediately assume theoversight duties required in this situation, and that concurrently we have identifiedready, willing and able management talent with proven track records of success


10/13

10

through crisis situations within health care delivery providers. The risk to patients,associates, payors, bondholders and shareholders alike is minimized through anexpeditious process and transition, which is why shareholders must act urgently tosupport such a plan forward.

In order to provide a new HMA Board with the resources and capabilities to managethe Company immediately upon assumption of duties, we have confirmed theavailability of Alvarez & Marsal, a firm specializing in change management and withdeep and successful healthcare experience, to serve in the capacity of interimmanagement and to assist the Board in a thorough review of the current challengesand opportunities facing the company from an operational, financial, complianceand strategic perspective. Based upon our diligence and discussions with the seniorprofessionals at Alvarez & Marsal, we believe they are highly qualified, would addsignificant stability to the Company, provide transparency and insight to the Boardand be very well received by investors.

* * *

It is with great pride that we present the following nominees for your considerationas the Fresh Alternative to Revitalize HMA, along with abbreviated biographicalinformation for your review.

Mary Taylor Behrenso Extensive healthcare finance experience: served as Head or CoHead of Merrill

Lynch Investment Managers, Americas region; served as Head of Human

Resources and as a member of executive committee at Merrill Lynch & Co.;

served as Managing Director of healthcare investment banking of Merrill Lynch

& Co.; currently serves as President of Newfane Advisors, a private consulting

firm she founded in 2004

o Extensive knowledge and experience in executive compensation, humanresources, strategic planning, succession planning and financial transactions in

the healthcare industry

Steven Epsteino Extensive healthcare legal experience: Founder and name partner of Epstein

Becker & Green, a leading law firm in health care law which he founded in 1973

o With over 35 years of experience in healthcare law, provides a wide range ofhealth care organizations with strategic legal guidance

Kirk Gormano Executive hospital experience: Executive Vice President and Chief Financial

Officer of Philadelphia's Jefferson Health System since September 2003; Senior

Vice President and Chief Financial Officer of Universal Health Services and

President and Chief Financial Officer of Universal Health Realty Income Trust

from April 1987 to March 2003


11/13

11

o Extensive knowledge, experience and track record of hospital operations,integrating hospital acquisitions, and executive hospital leadership. Extensive

experience in mergers and acquisitions, corporate finance, and corporate

governance

Stephen Guillardo Executive healthcare facilities experience: Executive Vice President of HCR

ManorCare from June 2005 and Chief Operating Officer from January 2007 to his

retirement in December 2011; Chief Executive Officer of Harborside Healthcare

from March 1996 to June 2005 and Chief Executive Officer of its predecessor

companies since May 1998; CoFounder, President and Chief Executive Officer of

Diversified Health Services, a skilled nursing operator

o Diverse executive leadership in postacute care facilities, successful operationaltrackrecord, and experienced in mergers and acquisitions

Earl Hollando Executive hospital experience: Served as Vice Chairman, Chief Operating Officer

and various other roles for HMA from 1981 until his retirement in 2001. From

1973 to 1981, he served as the Regional Financial Coordinator for twelve

hospitals and the Chief Executive Officer of a two hundred and fifty bed hospital

in Virginia Beach, VA and a four hundred bed hospital in Overland Park, KS for

Humana, Inc.

o Extensive knowledge, experience and track record of hospital operations,integrating hospital acquisitions, and executive hospital leadership

John McCartyo Executive healthcare services experience: Chief Financial Officer of LabOne

(acquired by Quest Diagnostics in October 2005) from April 2000 to March

2005; Senior Vice President and Chief Financial Officer of eai Healthcare Staffing

Solutions (acquired by Rehab Care) from January 1999 to December 1999; Chief

Financial Officer of United Dental Care from November 1997 to November 1998;

Chief Financial Officer of NovaMed Eyecare Management from May 1996 to

October 1997. Assistant Vice President of Corporate Finance and Vice President

of Columbia Capital Corporation for Columbia HCA prior to 1996, responsible

for over $7 billion in financing

o Strong business and financial knowledge, experience in turnaround situations,and diverse financial leadership in the healthcare industry

Steven Shulmano Executive healthcare services experience: Chairman and Chief Executive Officer

of Magellan Health Services from 2002 to 2008; Chairman, President and Chief

Executive Officer of Prudential Healthcare from 1997 to 1999; has served in


12/13

12

leadership positions at CIGNA from 1983 to 1987 and Kaiser Permanente from

1973 to 1983; currently serves as a Senior Advisor with Water Street Healthcare

Partners, a private equity firm. Cofounder of Value Health, Inc., a managed care

company

o Extensive turnaround experience in the healthcare industry: spearheadedMagellan Health Services' turnaround and restructuring from bankruptcy andPrudential Healthcare's turnaround and successful sale to Aetna

Peter Urbanowiczo Extensive healthcare regulatory and legal experience: Managing Director at

Alvarez & Marsal's Healthcare Industry Group since May 2008, where he leads

the firm's healthcare compliance practice; served as Executive Vice President,

General Counsel and Secretary of Tenet Healthcare from January 2004 to March

2008 and Deputy General Counsel of the U.S. Department of Health and Human

Services (HHS) from October 2001 to December 2003. During his tenure at

Tenet, was successful in resolving major federal criminal investigations and civillawsuits facing the company. During his tenure at HHS, was a member of the

team that drafted the Medicare Prescription Drug Act of 2003

o Expertise in regulatory, compliance, financial and operating issues facing thehealthcare industry and regularly advises boards of directors, senior

management, and investors/lenders

* * *

Together, we are the owners of HMA. We believe in the industry, the Company, thepeople of HMA and the strength of its assets. We hope that you join us in the

democratic process to Revitalize HMA.

Respectfully yours,

Glenview Capital Management

AboutGlenviewCapitalManagement

Glenview Capital Management is a private investment management firm with morethan $6 billion of assets under management. The firm was founded in 2000 andmanages capital for qualified investors through a series of private investment funds,and has offices in New York and London. Glenview is focused on delivering

attractive absolute returns through an intense focus on deep, fundamental researchand individual security selection.

# # #

For More Information go to www.revitalizehma.comor contact:Scott Tagliarino/Katrina AllenASC Advisors LLC


13/13

13

(203) 9921230GLENVIEWCAPITALPARTNERS,L.P.,GLENVIEWCAPITALMASTERFUND,LTD.,GLENVIEW

INSTITUTIONAL PARTNERS, L.P., GLENVIEW OFFSHORE OPPORTUNITY MASTER FUND,

LTD.,GLENVIEWCAPITALOPPORTUNITYFUND,L.P.,GLENVIEWCAPITALMANAGEMENT,

LLC AND LARRY ROBBINS (COLLECTIVELY, GLENVIEW) INTEND TO FILE WITH THE

SECURITIESAND

EXCHANGE

COMMISSION

(THE

SEC)

A

DEFINITIVE

CONSENT

STATEMENTANDACCOMPANYING CONSENT CARD TO BEUSED TO SOLICITWRITTEN

CONSENTS FROM THE STOCKHOLDERS OF HEALTH MANAGEMENT ASSOCIATES, INC.

(HMA OR THE COMPANY) IN CONNECTION WITH GLENVIEWS INTENT TO TAKE

CORPORATEACTIONBYWRITTENCONSENT.ALLSTOCKHOLDERSOFTHECOMPANY ARE

ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER DOCUMENTS

RELATEDTOTHESOLICITATIONOFWRITTENCONSENTSFROMTHESTOCKHOLDERSOF

THE COMPANY, BY GLENVIEW AND OTHER PARTICIPANTS IN SUCH SOLICITATION

(COLLECTIVELY,THEPARTICIPANTS)WHENTHEYBECOMEAVAILABLE,BECAUSETHEY

WILL CONTAIN IMPORTANT INFORMATION. INFORMATION RELATING TO THE

PARTICIPANTSISCONTAINEDINTHEPRELIMINARYCONSENTSTATEMENTFILEDONJUNE

25,2013WITHTHESECAND ISAVAILABLEATNOCHARGEONTHESEC'SWEBSITEAT

HTTP://WWW.SEC.GOV. WHENCOMPLETED,THEDEFINITIVECONSENTSTATEMENTAND

FORM OF WRITTEN CONSENT WILL BE FURNISHED TO SOME OR ALL OF THE

STOCKHOLDERS OF THE COMPANY AND WILL, ALONG WITH OTHER RELEVANT

DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT

HTTP://WWW.SEC.GOV. IN ADDITION, GLENVIEW WILL PROVIDE COPIES OF THE

DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD (WHEN

AVAILABLE)WITHOUTCHARGEUPONREQUESTTOOKAPIPARTNERSLLC,TELEPHONE:

(877)8690171.

CautionaryStatement

Regarding

Forward

Looking

Statements

Thispresentationmayincludeforwardlookingstatementsthatreflectcurrentviewsof

futureevents. Statementsthatincludethewordsexpect,intend,plan,believe,

project,anticipate,will,may,wouldandsimilarstatementsofafutureor

forwardlookingnatureareoftenusedtoidentifyforwardlookingstatements. Similarly,

statementsthatdescribeourobjectives,plansorgoalsareforwardlooking.Glenviews

forwardlookingstatementsarebasedonitscurrentintent,belief,expectations,

estimatesandprojectionsregardingtheCompanyandprojectionsregardingtheindustry

inwhichitoperates.Thesestatementsarenotguaranteesoffutureperformanceand

involverisks,uncertainties,assumptionsandotherfactorsthataredifficulttopredict

andthatcouldcauseactualresultstodiffermaterially.Accordingly,youshouldnotrely

uponforwardlookingstatementsasapredictionofactualresultsandactualresultsmay

varymateriallyfromwhatisexpressedinorindicatedbytheforwardlooking

statements. Excepttotheextentrequiredbyapplicablelaw,nopersonundertakesany

obligationtoupdatepubliclyorreviseanyforwardlookingstatement,whetherasa

resultofnewinformation,futuredevelopmentsorotherwise.

Documents

Glenview Capital's Larry Robbins - Letter To HMA Shareholders Seeking Board Removal