FTC warns it may challenge deals later as it’s hit by ‘tidal wave’ of merger filings

The Federal Trade Commission has been hit by a “tidal wave” of merger filings and cannot review them all before required deadlines.

The FTC is now sending letters to merging entities warning them that the agency may deem a combination unlawful even if the companies decide to merge.

“Companies that choose to proceed with transactions that have not been fully investigated are doing so at their own risk,” the regulator said in a statement Tuesday.

The alert may give pause to hospitals merging at a steady clip. Unwinding deals once they’re already consummated can be costly and complex. The premerger filings give regulators a chance to stop anticompetitive mergers before a deals closes, preventing harm to consumers and businesses in the meantime.

The FTC received 343 premerger filings in the month of July, more than three times the amount from July of last year, when 112 transactions were submitted for review.

So far this year, more than 2,000 transactions have been submitted through the month of July, according to figures with the FTC, eclipsing the 815 filings over the same time period last year. 

Federal regulators have forced hospital to unwind mergers before.

The FTC forced ProMedica to unwind its buyup of St. Luke’s Hospital in the Toledo area after alleging the deal would severely hinder competition. The FTC later approved a divestiture plan in 2016 after a long battle in court.

The latest alert from the FTC comes as hospital deals are expected to face additional scrutiny under a recent executive order from President Joe Biden.

It came even as the FTC had signaled it plans to prioritize enforcement in a number of key industries including healthcare.

Plus, last year the FTC said it was expanding a key tool in its arsenal to potentially help police future deals.

Mergers that exceed a certain threshold — currently $92 million — are required to submit a premerger filing with the FTC per the Hart-Scott-Rodino Act.

The filing initiates a review period in which the FTC and Department of Justice investigate the deal.

Typically, the agencies have 30 days to determine whether additional information is needed. If so, the deal is on hold until the companies respond with the needed information, and after that the agencies have a limited number of days to file a challenge if they deem the tie-up unlawful.

The FTC can also terminate the waiting period early, allowing the deal to proceed.

However, the agency maintains the right to challenge any deal regardless of whether it was reviewed or not.

Health systems facing an uphill battle for MA lives

https://mailchi.mp/66ebbc365116/the-weekly-gist-june-11-2021?e=d1e747d2d8

Fighting an Uphill Battle? - Zeteo 3:16

A number of the regional health systems we work with have either launched or are planning to launch their own Medicare Advantage (MA) plans. The good news is the breathless enthusiasm among hospitals for getting into the insurance business that followed the advent of risk-based contracting has been tempered in recent years.

Early strategies, circa 2012-15, involved health systems rushing into the commercial group and individual markets, only to run up against fierce competition from incumbent Blues plans, and an employer sales channel characterized by complicated relationships with insurance brokers. 

Slowly, a lightbulb has gone off among system strategists that MA is where the focus should be, given demographic and enrollment trends, and the fact that MA plans can be profitable with a smaller number of lives than commercial plans. It’s also a space that rewards investments in care management, as MA enrollees tend to be “sticky”, remaining with one plan for several years, which gives population health interventions a chance to reap benefits.

But as systems “skate to where the puck is going” with Medicare risk, they’re confronting a new challenge: slow growth. Selling a Medicare insurance plan is a “kitchen-table sale”, involving individual consumer purchase decisions, rather than a “wholesale sale” to a group market purchaser. That means that consumer marketing matters more—and the large national carriers are able to deploy huge advertising budgets to drive seniors toward their offerings. 

Regional systems are often outmatched in this battle for MA lives, and we’re beginning to hear real frustration with the slow pace of growth among provider systems that have invested here. Patience will pay off, but so will scale, most likely—the bigger the system, the bigger the investment in marketing can be. (Although even large, national health systems are still dwarfed by the likes of UnitedHealthcare, CVS Health, and Humana.)

Look for the pursuit of MA lives to further accelerate the trend toward consolidation among regional health systems.

Medicaid insurers at heart of Nevada public option plan

Nevada Plans To Launch Their “Public Option” Medical Coverage By 2026 – Dr.  Daliah

The state will bid out the business to private insurance carriers instead of doing the work in-house. Medicaid managed care organizations will be required to submit a bid.

Nevada’s plan to launch a public option health plan hinges on participation from the state’s Medicaid managed care organizations.

After passing both houses of the legislature, Democratic Gov. Steve Sisolak told reporters Tuesday he will sign the bill that will likely crown Nevada as the second state to pass a public option — a government-run plan that promises to lower premiums and increase access to care by creating an additional insurance option for residents.

To achieve its aims, Nevada’s public option plan requires premiums to be 5% lower than the benchmark silver Affordable Care Act plan in each ZIP code and, ultimately, premiums must be reduced by 15% over a four-year period. At the same time, reimbursement to providers must not go below Medicare rates.

Coverage under the public option would begin in 2026. The bill is just the beginning of a process in which Nevada will seek a waiver from the federal government to enact the public option plan. In short, the state is asking to capture the savings it may generate for the federal government.

Similar to other public health programs, the state of Nevada will bid out the public option business to insurance carriers instead of doing the work in-house. The state will rely heavily on Medicaid managed care organizations, at least at first, as it tries to spur participation.

“As a condition of continued participation in any Medicaid managed care program,” Medicaid MCOs will be forced to offer a public option plan if they want a Medicaid contract with the state, according to the bill sponsored by a Democratic state senator and Nevada’s majority leader, Nicole Cannizzaro, which passed the body earlier this week.

The bill says Medicaid MCOs must submit a “good faith proposal,” in response to an eventual RFP.

Sabrina Corlette, a research professor at Georgetown’s Center on Health Insurance Reforms, said she “assumed they wanted a guaranteed pool of potential bidders for the public option. Maybe they were afraid that if they didn’t require some bidders, they might not get any.”

Currently, there are three Medicaid MCOs in the state of Nevada: Centene, UnitedHealthcare and Anthem Blue Cross Blue Shield.

None of the companies responded to a request for comment.

The Nevada bill comes at a time when there is a renewed interest at the federal level for a public option plan, and a push from a handful of other states interested in creating an affordable health plan option for residents who have found themselves ineligible for Medicaid but unable to afford a marketplace plan.

Washington was the first state to implement a public option plan, which went live this year. 

President Joe Biden is a proponent of a public option plan — instead of “Medicare for All” — as it would build on the ACA, a law he helped usher in under former President Barack Obama, instead of dismantle it.

The insurance lobby is strongly opposed to a public option and previously expressed concern over Nevada’s plan via an opposition letter dated May 3 and addressed to Cannizzaro and the state’s Health and Human Services Committee.

AHIP, America’s Health Insurance Plans, took aim at the way in which the bill requires premiums for the public option plan to be lower than certain competitive plans on the exchange. AHIP characterized it as arbitrary “government rate setting.”

The tactic of prodding insurers into offering a separate business line in a specific state is not new.

The exchanges, launched under the ACA, relied on insurers to voluntarily sell plans to a relatively new market. At times, some counties were at risk of having no exchange plan at all. Some states tried to alleviate this problem by creating incentives for Medicaid MCOs if they also offered an exchange plan.

In a more extreme example, New York banned insurers from providing plans to any other program, including Medicaid, if they exited the exchange, according to a 2017 executive order from Gov. Andrew Cuomo.

Over time, the exchanges have become a core business for Medicaid MCOs.

Selling exchange plans is a complementary business for Medicaid MCOs that traditionally contract with states to care for Medicaid-eligible members. By selling exchange plans, Medicaid MCOs attempt to attract the Medicaid members they were serving as they churn off the program as their income fluctuates. It’s a key strategy for players like Centene.

However, if they’re forced to participate in the public option plan they will have to undercut their own premium prices on the exchange.

In Nevada, UnitedHealthcare and Centene command the largest market share on the exchange, according to the Kaiser Family Foundation.

Average benchmark premiums for ACA exchange plans decline again in 2021: report

Affordable Care Act

Average benchmark premiums for plans on the Affordable Care Act’s exchanges have fallen for the third straight year, according to a new analysis.

Researchers at the Urban Institute, a left-leaning think tank, found that the average benchmark premium on the exchanges fell by 1.7% for 2021. That follows decreases of 1.2% in 2019 and 3.2% in 2020.

By contrast, premiums for employer-sponsored plans increased by 4% in both 2019 and 2020, according to the report. Data for 2021 on the employer market are not yet available, the researchers said.

The national average benchmark premium was $443 per month for a 40-year-old nonsmoker, according to the report, before accounting for any tax credits.

The researchers found much significant variation in premium levels between states, though the difference in growth rates was smaller. Minnesota reported the lowest average benchmark premium at $292 per month, and the highest was in Wisconsin at $782 per month.

Average benchmark premiums topped $500 in 10 states, according to the report.

One of the key trends that’s slowing premium growth is increasing competition in the exchanges, as many insurers are expanding their offerings or returning to the marketplaces to offer plans, according to the report.

“New entrants included national and regional insurers, Medicaid insurers, and small start-up insurers,” the researchers wrote.

Medicaid insurers are those who operated exclusively in the Medicaid managed-care market before 2014; they have increased their participation in the Marketplaces over time. Medicaid insurers are experienced in establishing narrow, low-cost provider networks that allow them to offer lower premiums than other insurers.”

UnitedHealthcare, for example, participated in just four regions included in the study in 2017, but had upped its participation to 11 for 2021. Aetna participated in three regions included in the study in 2017 before fully exiting the exchanges; CVS Health CEO Karen Lynch told investors earlier this year that the insurer plans to return to the marketplaces in 2022.

Several states have also launched programs that aim to lower premiums, according to the report. These include reinsurance programs, which have been rolled out in 12 states as of this year. Some states have also expanded Medicaid in recent years, which leads to some low-income people with costly health needs switching to that program, the researchers said.

UnitedHealth’s Surgical Care Affiliates fires back at DOJ in collusion case

Senate narrowly confirms new head of Justice Department's criminal  division, who worked for Russian bank | PBS NewsHour

Surgical Care Affiliates, which is part of UnitedHealth Group’s Optum division, hit back at the Department of Justice’s defense of a federal case accusing SCA of agreeing with competitors to not poach senior-level employees.

In a May 14 proposed reply brief supporting its bid to dismiss the case, SCA argued the Justice Department’s defense is unlawful and violates due process rights.

“The government seeks to criminally prosecute as a per se Sherman Act violation an alleged agreement not to solicit another company’s employees, even though no court in history has ever definitively found such an agreement unlawful under any mode of analysis,” according to the proposed reply brief. “Not only is this kind of agreement not illegal per se, but subjecting a practice to per se condemnation for the first time in a criminal prosecution would violate bedrock guarantees of due process.” [emphasis in original]

In January, a federal grand jury charged SCA and its related entities, which own and operate outpatient medical care centers, with entering and engaging in conspiracies with other healthcare companies to suppress competition between them for the services of senior-level employees. 

In an email statement to Becker’s Hospital Review, SCA said at the time of the charges: “This matter involves alleged conduct seven years before UnitedHealth Group acquired SCA and does not involve any SCA ambulatory surgery centers, their joint owners, physician partners, current leadership or any other UnitedHealth Group companies. SCA disagrees with the government’s position, and will vigorously defend itself against these unjustified allegations.”

The charges are the first from the department’s antitrust division in its ongoing investigation into employee allocation agreements. Violators of the Sherman Act can face a maximum $100 million fine, or twice the gain derived from the crime or twice the loss suffered by victims if the amount is greater than the maximum. 

Walmart, Amazon continue to build healthcare presence

Walmart Health: A Deep Dive into the $WMT Corporate Strategy in Health Care  | by Nisarg Patel | Medium

Late last week, retail giant Walmart announced its plan to acquire national telemedicine provider MeMD, for an undisclosed sum. According to Dr. Cheryl Pegus, Walmart’s executive vice president for health, the acquisition “complements our brick-and-mortar Walmart Health locations”, allowing the company to “expand access and reach consumers where they are”.

MeMD, founded in 2010, provides primary care and mental health services to five million patients nationally. The acquisition extends Walmart’s health delivery capabilities beyond the handful of in-store and store-adjacent clinics it runs, and follows the launch of its own Medicare Advantage-focused broker business, and partnership with Medicare Advantage start-up Clover Health to offer a co-branded insurance product. 

Walmart has been climbing the healthcare learning curve for several years, building on its sizeable retail pharmacy business, and seems to have hit on a successful formula in its latest in-person clinic model, which includes primary care, behavioral health, vision, and dental services. The retailer plans to add 22 new clinic locations by the end of this year, and its new telemedicine offering will allow it to expand its virtual reach even further.

The MeMD acquisition also represents a new front in Walmart’s head-to-head competition with Amazon, which launched its own national telemedicine service earlier this year. That service, Amazon Care, is targeted at the employer market, and right on cue, Amazon announced its first customer sale last week—to Precor, a fitness equipment company. 

Both retail giants are slowly circling the $3.6T healthcare industry, targeting inefficiencies by deploying their expertise in convenience and consumer engagement. Incumbents beware.

A mounting wave of post-COVID CEO retirements

https://mailchi.mp/097beec6499c/the-weekly-gist-april-30-2021?e=d1e747d2d8

The Great Reset - YouTube

A recently retired health system CEO pointed us to a working paper from the National Bureau of Economic Research, which indicates that leading an organization through an industry downturn takes a year and a half off a CEO’s lifespan.

It’s not surprising, he said, that given the stress of the past year, we will face a big wave of retirements of tenured health system CEOs as their organizations exit the COVID crisis. Part of the turnover is generational, with many Baby Boomers nearing retirement age, and some having delayed their exits to mitigate disruption during the pandemic.

As they look toward the next few years and decide when to exit, many are also contemplating their legacies. One shared, “COVID was enormously challenging, but we are coming out of it with great pride, and a sense of accomplishment that we did things we never thought possible.

Do I want to leave on that note, or after three more years of cost cutting?” All agreed that a different skill set will be required for the next generation of leaders. The next-generation CEOs must build diverse teams capable of succeeding in a disruptive marketplace, and think differently about the role of the health system.

“I’m glad I’m retiring soon,” one executive noted. “I’m not sure I have the experience to face what’s coming. You won’t succeed by just being better at running the old playbook.” Compelling candidates exist in many systems, and assessing who performed best under the “stress test” of COVID should prove a helpful way to identify them.

Doctor on Demand, Grand Rounds merge to create multibillion-dollar digital health company

Dive Brief:

  • Virtual care company Doctor on Demand and clinical navigator Grand Rounds have announced plans to merge, creating a multibillion-dollar digital health firm.
  • The goal of combining the two venture-backed companies, which will continue to operate under their existing brands for the time being, is to integrate medical and behavioral healthcare with patient navigation and advocacy to try to better coordinate care in the fragmented U.S. medical system.
  • Financial terms of the deal, which is expected to close in the first half of this year, were not disclosed, but it is an all-stock deal with no capital from outside investors, company spokespeople told Healthcare Dive.

Dive Insight:

The digital health boom stemming from the coronavirus pandemic resulted in a flurry of high-profile deals last year, including the biggest U.S. digital health acquisition of all time: Teladoc Health’s $18.5 billion buy of chronic care management company Livongo. Such tie-ups in the virtual care space come as a slew of growing companies race to build out end-to-end offerings, making them more attractive to potential payer and employer clients and helping them snap up valuable market share.

Ten-year-old Grand Rounds peddles a clinical navigation platform and patient advocacy tools to businesses to help their workers navigate the complex and disjointed healthcare system, while nine-year-old Doctor on Demand is one of the major virtual care providers in the U.S.

Merging is meant to ameliorate the problem of uncoordinated care while accelerating telehealth utilization in previously niche areas like primary care, specialty care, behavioral health and chronic condition management, the two companies said in a Tuesday release.

Grand Rounds and Doctor on Demand first started discussing a potential deal in the early days of the coronavirus pandemic, as both companies saw surging demand for their offerings. COVID-19 completely overhauled how healthcare is delivered as consumers sought safe digital access to doctors, resulting in massive tailwinds for digital health companies and unprecedented investor interest in the sector.

Equity funding in digital health globally hit an all-time high of $26.5 billion in 2020, according to CB Insights, with mental and women’s health services seeing particularly fast growth in investor interest.

Both companies reported strong funding rounds in the middle of last year, catapulting Grand Rounds and Doctor on Demand to enterprise valuations of $1.34 billion and $821 million respectively, according to private equity marketplace SharesPost. Doctor on Demand says its current valuation is $875 million.

The combined entity will operate in an increasingly competitive space against such market giants as Teladoc, which currently sits at a market cap of $31.3 billion, and Amwell, which went public in September last year and has a market cap of $5.1 billion.

​Grand Rounds CEO Owen Tripp will serve as CEO of the combined business, while Doctor on Demand’s current CEO Hill Ferguson will continue to lead the Doctor on Demand business as the two companies integrate and will join the combined company’s board.

Amazon Care goes nationwide with telehealth, courts outside employers

Dive Brief:

  • Amazon is expanding its virtual care pilot program, Amazon Care, to employees and outside companies nationwide beginning this summer in a major evolution of its telehealth initiative, as the COVID-19 pandemic continues to drive unprecedented demand for virtual care.
  • Amazon will also offer its on-demand primary care service to other Washington state-based companies and plans to expand its in-person service to Washington, D.C., Baltimore and other cities in the following months, the e-commercebehemoth announced Wednesday.
  • Amazon Care launched 18 months ago as a pilot program in Washington state offering free telehealth consults and in-home visits for a fee for its employees and their families.

Dive Insight:

The nationwide expansion, and the potential of the e-retailer’s heft and technological know-how leveraged in the medical delivery space, threatens existing telehealth providers and retail giants like CVS Health and Walgreens that maintain their own networks of community health clinics.

Amazon Care has two main components: urgent and primary care telehealth with a nurse or doctor via an app, and in-person care, along with prescription delivery, to the home. The Seattle-based company says it will offer the gamut from preventative care like annual vaccinations, to on-demand urgent care including COVID-19 testing, to services like family planning.

Amazon plans to roll out the virtual care offering for its employees and third party companies nationwide this year, but in-person services will only be available shortly after in Washington state and near its second headquarters in Washington, D.C., and Baltimore, a spokesperson said.

Making Amazon Care available to outside companies puts Amazon in direct competition with virtual care giants like Teladoc, Amwell and Doctor on Demand, which bring in a sizable chuck of their revenue through deals with employer and payer clients.

Amazon is in discussions with a number of outside companies on supplying Amazon Care, the spokesperson said.

It’s unclear what differentiates the virtual care offering alone from other vendors. Most telehealth platforms are available to consumers right now at little to no cost and offer relatively short wait times, though Amazon contends it provides free access to a medical professional in 60 seconds or less and will eventually link telehealth with in-home care across the U.S.

The timing for the broader U.S. rollout couldn’t be better for Amazon, as telehealth has seen exponential growth during the COVID-19 pandemic. As a result of historic consumer demand and investor interest, virtual care giants have spent billions to gobble up market share and build out their suite of services.

The race to offer end-to-end telehealth offerings has resulted in a flurry of recent M&A, the most notable deal being Teladoc’s $18.5 billion acquisition of chronic care manager Livongo last year. In February, Cigna’s health services arm Evernorth also bought vendor MDLive for undisclosed amount. The insurer plans to sell MDLive’s telehealth offerings to third-party clients and offer it to beneficiaries. And just on Tuesday, telemedicine company Doctor on Demand announced plans to merge with clinical navigator Grand Rounds to try and better coordinate virtual care.

Shares in publicly traded telehealth vendors dove following Amazon Care’s announcement Wednesday. As of late morning, Teladoc’s stock had dropped 7.4%, while Amwell was down 6.7%.

But heft doesn’t necessarily translate to disruption in healthcare. Earlier this year, Amazon, J.P. Morgan and Berkshire Hathaway disbanded their venture to lower healthcare costs after three years of stagnancy. One reason was a failure for its initiatives to take precedence at its three separate parent companies, all pursuing their own avenues to cut costs.

Now going at it alone, Amazon has a slew of independent initiatives to reshape the U.S. healthcare industry. The $386 billion company bought and launched its own online pharmacy, PillPack, a few years ago, and also partnered last year with employer health provider Crossover Health to offer employee primary care clinics. Currently, Amazon and Crossover operate clinics in 17 locations across Arizona, California, Kentucky, Michigan and Texas.

However, though Amazon Care does give patients the option to fill prescriptions through Amazon Pharmacy, it operates independently of the other services. It remains to be seen how Amazon Care could tie in with these other businesses, but the answer to that question could have major ramifications for current market leaders.