KINTURA: Well•Spring Group and Brightspire sign binding definitive merger agreement

HIGH POINT, N.C. – The boards of Brightspire and The Well-Spring Group have signed a binding, definitive agreement to merge their organizations and create a new parent entity called Kintura.

The move follows an announcement last June by the organizations that its boards had signed a letter of intent to merge and would launch a due diligence period to explore the idea in greater detail.

“This is a historic new chapter for our two great organizations,” Brightspire and Well-Spring said in a joint statement. “Our due diligence confirmed that this move is the right thing to do and best ensures not only a secure future for our communities, programs and those we serve but also immense opportunities for our team members and our ability to support the needs of our booming population of older adults. The future promises to be bright under the Kintura direction and leadership.”

Kintura will launch operations following closure of the agreement, expected within three to six months upon receipt of the Internal Revenue Service’s official Determination Letter acknowledging Kintura and the assignment of Kintura’s new tax identification number.

Both organizations will have equal partnership in Kintura, which will include five “life plan” or “continuing care” retirement communities serving more than 2,000 residents and employment of more than 2,100 team members in North Carolina.

Kintura is projected to be the largest not-for-profit senior living organization in North Carolina and within the top 40 across the nation. The merger will enhance the current strengths of both organizations and better position the company to meet the needs of its residents in a rapidly changing industry.

Stephen (Steve) Fleming, president and CEO of The Well-Spring Group, and Timothy (Tim) Webster, president and CEO of Brightspire, will serve as co-President/CEOs of the new parent entity. Fleming’s duties will emphasize organizational strategy, while Webster’s duties will emphasize operations.

The name “Kintura” combines forms of “kindness” and “kindred” and, in a nod to both organizations’ shared founding heritage, the Scottish Gaelic term for “journey” or “travel.” Kintura represents the journey of the older adults the organizations serve – and that they are served not only with kindness and a kindred spirit but also with the compassion, care and professionalism for which the two organizations are so well known, the statement explained.

Each Brightspire and Well-Spring Group community will retain its name, culture and established traditions while benefiting from a strengthened organization that has greater depth and financial resources to invest in services and expanded programs. Enhanced scale also will benefit team members through competitive benefits and greater opportunities for potential career advancement, thus helping the overall organization attract and retain the most talented employees.

Brightspire, formerly The Presbyterian Homes, has a 72-year history of providing housing, amenities and services for its residents. Brightspire comprises three senior living communities – Scotia Village in Laurinburg, Glenaire in Cary and River Landing at Sandy Ridge in High Point. The group also manages the Friends Homes campuses in Greensboro, which are home to another 700 residents. Additionally, Brightspire is a partner in two affordable housing communities in Raleigh. Brightspire will continue to offer diverse services to its residents, including independent living, assisted living, memory care, skilled nursing, adult day program and therapy services.

The Well-Spring Group opened its first retirement community in 1993 and today prides itself on exceeding the needs of a growing and evolving population of older adults. Its two life plan communities offer the full range of care services, from independent living to assisted living, skilled nursing care and memory support. Well-Spring’s home- and community-based programs offer home care and adult day and group respite services to older adults with dementia, along with caregiver education and support. Well-Spring also is the majority partner in PACE of the Triad, a focused program for all-inclusive care for the elderly serving Forsyth, Guilford, Rockingham, Stokes and Surry counties.

Brightspire and Well-Spring cannot begin joint operations as Kintura until the IRS has provided the Determination Letter and tax ID number. However, until then teams of each organization can continue making plans for Kintura’s launch once the IRS has made its final determination about the agreement. Also at that time, the new board of directors of Kintura will be seated and begin governing.

No cash will be exchanged in the transaction, and both organizations will equally contribute to funding the launch of Kintura. No layoffs are planned by either organization, but there will be consolidation of back-office functions after the merger is complete. The charitable foundation arms of both organizations will remain unchanged and in place.