Master indenture: capital financing for health care systems

The master indenture enables members of multiinstitutional health care systems to finance capital programs and expansions by borrowing on the basis of systemwide revenues and assets. Participation in a master indenture financing may be structured in two ways. In a restricted group, only the parent organization issues notes, and only the parent is directly liable for the debt. To ensure that each member's revenues flow to the parent, the latter must have sole member status and be permitted to approve subsidiaries' debts, budgets, amendments to articles and bylaws of incorporation, and selection of trustees. Each entity's articles and bylaws must permit it to support the system members' common charitable purpose. In contrast, members of an obligated group have direct joint and several liability for master indenture notes. If one subsidiary misses a payment, the parent can call for payment from other obligated group members. Limitations on a member's obligation to support system debt in case of insolvency or bankruptcy may be included in the master indenture provisions. Whichever structure is selected, the amount of debt that can be incurred is based on the institutions' combined financial statements. The master indenture thus allows financially weak institutions to benefit from the credit strengths of stranger system members and permits the parent organization to control members' access to capital markets.