15 hospital, health system sales in the works

Consolidation continues across the healthcare industry with many hospitals and health systems looking to complete planned acquisitions or sales by the end of 2022 or early 2023. 

Here are 15 planned hospital or health system sales that Becker’s Hospital Review has reported on in the last month: 

1-2. El Segundo, Calif.-based Pipeline Health System, which filed for Chapter 11 bankruptcy in October, has agreed to sell two hospitals — Weiss Memorial Hospital in Chicago and West Suburban Medical Center in Oak Park, Ill. — to Princeton, N.J.-based Ramco Healthcare Holdings and Resilience Healthcare.

Pending approval of a motion submitted Nov. 22 to the U.S. Bankruptcy Court for the Southern District of Texas, Resilience is expected to assume operations of the two hospitals on Dec. 2. 

Since acquiring ownership of the hospitals in 2019, Pipeline said it has invested $60 million to improve facilities, add technology and expand clinical programs. The hospitals employ a combined total of 1,700 employees.

3-4. The Centurion Foundation, an Atlanta-based nonprofit organization, has inked an asset purchase agreement to acquire the CharterCare Health Partners system from Los Angeles-based Prospect Medical Holdings

Two hospitals are included in the transaction: Providence, R.I.-based Roger Williams Medical Center and Our Lady of Fatima Hospital. The change in control application process is expected to be submitted to the Rhode Island Department of Health and the state attorney general before the end of 2022. 

5. West Reading, Pa.-based Tower Health plans to sell Chestnut Hill Hospital in Philadelphia to Temple University Health System for $28 million. The news comes less than a year after the health system closed two other hospitals: Brandywine Hospital in Coatesville, Pa., and Jennersville Hospital in West Grove, Pa.

Tower Health plans to rebuild around its flagship Reading Hospital and the two other hospitals it acquired  for $423 million from Franklin, Tenn.-based Community Health Systems: Phoenixville Hospital and Pottstown Hospital. It also owns St. Christopher’s Hospital for Children in Philadelphia in a joint venture with Drexel University.

6. As of Nov. 14, potential buyers can submit offers for Singing River Health System, a three-hospital system with locations in Ocean Springs, Pascagoula and Gulfport, Miss. 

Supervisors from Jackson County — which owns the health systems — gave the green light for proposals to sell Singing River Health System. Potential buyers have until March 10 to submit their bids. 

7-9. New Orleans-based LCMC Healtplans to acquire three Tulane University hospitals — New Orleans-based Tulane Medical Center; Covington, La.-based Lakeview Regional Medical Center; and Metairie, La.-based Tulane Lakeside Hospital — from Nashville, Tenn.-based HCA Healthcare.

LCMC Health will purchase the three hospitals for $150 million, expanding its portfolio to nine hospitals in the New Orleans area. The two parties hope to finalize the deal by the end of 2022 or early 2023.

10-12. Peoria, Ill.-based UnityPoint Health – Central Illinois and Des Moines, Iowa-based UnityPoint Health plans to spin off three Illinois hospitals to Urbana, Ill.-based Carle Health.

The transaction results in Carle Health taking over as the parent organization of UnityPoint Health – Central Illinois, which includes Peoria-based Methodist and Procter, and Pekin (Ill.) Hospitals and affiliated clinics, Peoria-based UnityPlace and Methodist College.

An April 1 closing date is anticipated, pending all regulatory approvals.

13. Hill Country Memorial Hospital in Fredericksburg, Texas, has entered into an agreement to become part of San Antionio-based Methodist Healthcare System.

Hill Country Memorial has 15 locations, including a hospital, an urgent care clinic, and primary and specialty care offices. Methodist Healthcare — a 50-50 co-ownership between HCA Healthcare and Methodist Healthcare Ministries of South Texas — has more than 30 facilities, including eight hospitals and nine freestanding emergency departments.

The transaction is expected to be completed in early 2023.

14. Orlando (Fla.) Health plans to acquire Sabanera Health Dorado, an acute care hospital in Puerto Rico. 

The hospital will change its name to Doctors’ Center Hospital-Orlando Health Dorado, according to Orlando Health, which will team up with four additional hospitals operated by the Doctors’ Center Hospital team. The operation of all five hospitals will remain with the Doctors’ Center Hospital group.

15. Tacoma, Wash.-based MultiCare Health System and Yakima (Wash.) Valley Memorial reached an acquisition agreement, according to an Oct. 21 news release shared with Becker’s Hospital Review.

Terms of the agreement include Memorial becoming a wholly owned subsidiary of MultiCare, MultiCare investing in new programs, installing an integrated electronic health record, and providing a sustainable future for Yakima’s only hospital. The transaction is subject to routine regulatory approval and closing conditions.

Sanford, Fairview health systems agree to merge

https://mailchi.mp/4b683d764cf3/the-weekly-gist-november-18-2022?e=d1e747d2d8

47-hospital Sanford Health, based in Sioux Falls, SD, and 11-hospital Fairview Health Services, based in Minneapolis, MN, have signed a letter of intent to form a combined $14B health system that would retain Sanford’s name. Sanford has been seeking a health system partner for several years; most recently it was in talks with Intermountain Health, before they ended the process following a COVID-masking controversy with Sanford’s then-CEO. An announced merger with Iowa-based UnityPoint Health was also called off in 2019. Sanford had earlier attempted to combine with Fairview, in 2013, but abandoned plans after receiving pushback from Minnesota’s Attorney General, who was concerned that services could be cut, and that the system’s long-term partnership with University of Minnesota could be at risk. 

The Gist: Perhaps Sanford has finally found its dance partner, one that gives it access to the booming Minneapolis metropolitan area, which the largely rural health system lacks. Like many recent mergers, the deal brings together two systems across non-overlapping markets, making it likely to pass antitrust scrutiny. 

Fairview has posted losses for the last two consecutive years, making it an easier pickup for Sanford, which can now introduce its 220K member health plan to a new market. We expect more health system mergers like this in 2023, as margin pressures are motivating many to seek the promise of shelter in scale. 

Questioning the motives behind UnitedHealth Group (UHG)’s acquisition of Change Healthcare

https://mailchi.mp/4b683d764cf3/the-weekly-gist-november-18-2022?e=d1e747d2d8

UHG closed its $13B acquisition of data analytics company Change in early October, just weeks after the Justice Department failed in its bid to block the sale on antitrust grounds. In court proceedings, UHG denied it intended to use Change data to give its insurance arm, UnitedHealthcare, a competitive advantage against the rival insurers who use Change as an electronic data interchange clearinghouse.

But a new ProPublica report highlights how communications between UHG and consulting firm McKinsey & Co. point to this potential data advantage as one of the clear upsides from acquiring Change. The McKinsey report was explicitly dismissed by the US District Court judge who, in his ruling in UHG’s favor, was persuaded by testimony from senior executives and evidence of UHG’s history of maintaining internal data firewalls.

The Gist: UHG has a longstanding business interest in maintaining the trust of rival insurers that use its data analytics unit, OptumInsight. Voluntary and internally imposed firewalls between the UHG’s insurance arm and its other businesses are key to maintaining this trust. Although Justice Department lawyers could not provide convincing evidence that UHG has or intends to breach its firewalls, there is still reason to monitor any such activity closely. 

The failure of the McKinsey report to sway the court against the deal illustrates how difficult it is for the Justice Department to challenge vertical mergers, even when there is compelling evidence that such deals may impact competition.

Private equity’s power in healthcare continues to grow, raising concerns: KHN report

Private equity groups have invested about $1 trillion into nearly 8,000 healthcare transactions in the past decade, and some experts are pushing for more scrutiny of its increasing influence on the industry amid concern it may be causing higher medical bills and diminished quality of care, a Nov. 14 Kaiser Health News report said.

Because such investment groups typically invest less than $101 million, such transactions do not attract automatic antitrust reviews at the federal level, the report continued. That represents more than 90 percent of private equity investments in the industry.

Nevertheless, companies owned or managed by private equity groups have agreed to pay fines of more than $500 million since 2014 in over 30 lawsuits under the False Claims Act, which deals with false billing submissions, KHN’s investigation found.

The problem may be most acute in certain specialist fields and in certain metropolitan areas. While private equity, for example, plays a role in just 14 percent of gastroenterology practices nationwide, it controls about 75 percent of that market in at least five metropolitan areas across five states, including Texas and North Carolina, according to research from UC Berkeley’s Nicholas C. Petris Center. 

And private equity pockets may be getting deeper. In 2021 alone, over $206 billion was invested by such groups in healthcare, and there is plenty of “dry powder” around for more, KHN reported. The Healthcare Private Equity Association, for example, which boasts about 100 investment companies as members, says the firms have $3 trillion in assets awaiting allocation.

Private equity, like everything else, may have some poor performers but it doesn’t help to generalize as groups “vary tremendously” in how they operate their healthcare investments, Robert Homchick, a Seattle attorney, told KHN.

“Private equity has some bad actors, but so does the rest of the [healthcare] industry,” he said. “I think it’s wrong to paint them all with the same brush.”

Concerns remain, however, that, at least in some cases, private equity involvement is simply a vehicle for maximizing returns, often at the expense of patients. In addition to the $500 million fines, there is also evidence of some private equity groups pushing through additional testing and mandated patient numbers to boost returns, often in medically questionable scenarios, the report said, citing the example of National Spine and Pain Centers previously owned by private equity group Sentinel Partners.

In that case, National Spine paid $3.3 million in a whistleblower case related to allegations of unnecessary treatment and testing, KHN said.

The scope of such private equity dominance in some markets worries many industry observers, and much more needs to be done to help reel in such potential abuses, they say.

“We’re still at the stage of understanding the scope of the problem,” said Laura Alexander, former vice president of policy at the nonprofit American Antitrust Institute, which collaborated on the Petris Center research. “One thing is clear: Much more transparency and scrutiny of these deals is needed.”

Illinois OKs Atrium, Advocate Aurora merger

The Illinois Health Facilities and Services Review Board unanimously approved a plan to change ownership for 10 Advocate Aurora facilities in the state covered by the system’s plan to merge with Charlotte, N.C.-based Atrium Health, the Chicago Tribune reported Nov. 14. 

Atrium and Advocate Aurora, dually headquartered in Milwaukee and Downers Grove, Ill., announced plans to merge into a 67-hospital system with upward of $27 billion in revenue in May. The merger would create one of the largest health systems in the country, with more than 1,000 sites of care across Illinois, Wisconsin, North Carolina, South Carolina, Georgia and Alabama, according to the report. 

The approval comes after the board voted in September to delay the approval. Board members’ concerns stemmed from the availability of information and their understanding about the deal. 

Since that meeting, Advocate Aurora has answered many of the board’s questions, such as the reasons for the combination and the proposed governance structure, according to the report. Some board members said they still wanted more information, but the board is required by law to approve certain types of applications as long as they are complete.

The board’s approval was needed for the merger because the affiliation is considered a change of 50 percent or more of the voting members of a nonprofit corporation’s board of directors that controls a healthcare facility’s operation, license, certification or physical plant and assets. The board of directors of Advocate Health — the combined system’s new name — will be made up of an equal number of members from Advocate Aurora and Atrium Health. 

Advocate Aurora shared the following statement with Becker’s on the board’s approval:

“Securing the Illinois Health Facilities and Services Review Board’s approval brings us one step closer to coming together with Atrium Health, which will allow us to improve the lives of our patients, the health of our communities and the opportunities for our team members. We look forward to closing, which we anticipate before the end of the year.”

Atrium shared the following statement with Becker’s:

“We are pleased to see that the process continues to move forward and remain optimistic our combination with Advocate Aurora Health will be finalized before the end of the year.”

Oscar Health pulls out of major Medicare Advantage (MA) markets

https://mailchi.mp/cfd0577540a3/the-weekly-gist-november-11-2022?e=d1e747d2d8

In its Q3 earnings call, Oscar Health CEO Mario Schlosser revealed that the “insurtech” has pulled out of the MA market in Texas and New York, leaving it with only one Florida-based plan. Oscar entered the MA business with high hopes in 2020, but counted fewer than 5K MA members in Q3 2022.

Although its Affordable Care Act exchange enrollment has nearly doubled since last year, now covering more than 1M lives, Oscar is still struggling with high medical loss ratios, which have kept it from turning a profit. The company’s stock price is at an all-time low, having declined over 90 percent from its peak, shortly after its 2021 IPO.

The Gist: Like Bright HealthCare before them, Oscar pulling out of MA is another sign that the chance of meaningful disruption from “insurtechs” has nearly vanished. While still privately held, Oscar achieved fame in the early 2010s through catchy marketing that targeted a young, tech-savvy client base, and its move into MA before the pandemic signaled broader ambitions.

Oscar’s travails illustrate just how hard it is to start an insurance company from scratch, even with an intriguing and comprehensive technology platform. The company proved unable to overcome its lack of market power in negotiations with providers, and faced difficulty managing a small, unstable risk pool. 

Now that more traditional insurers are improving their mobile tech interfaces and telehealth offerings, the differentiated value Oscar offers to its members has clearly diminished.

Federal Trade Commission (FTC) probing large anesthesia group

https://mailchi.mp/b1e0aa55afe5/the-weekly-gist-october-7-2022?e=d1e747d2d8

The FTC is investigating US Anesthesia Providers (USAP), a private equity (PE)-backed group with 4.5K physicians working in nine states, over concerns of monopoly power in certain markets. The inquiry is focused on USAP’s acquisition history, which has followed the PE “playbook” of rolling up small anesthesiology groups into a single entity large enough to exert leverage in contract negotiations. USAP’s presence in Texas and Colorado is likely to be of particular interest, as it controls at least 30 percent of the anesthesiology market in both states. 

The Gist: Like many other PE-backed physician groups, USAP achieved market power mostly through myriad acquisitions too small to warrant regulatory attention on their own. The probe is in line with recent government scrutiny of private equity influence in the healthcare sector, and will no doubt be closely watched by investors and PE-backed groups.

If USAP is forced to divest from certain markets, the precedent could prove especially damaging to other rapidly growing investor-backed physician groups, particularly those staffing hospital functions, who are already being rocked by ramifications of the No Surprises Act

Debating the best way to Chase Commercial Market Share

https://mailchi.mp/e60a8f8b8fee/the-weekly-gist-september-23-2022?e=d1e747d2d8

Cross-subsidy economics are increasingly challenged for America’s hospitals. Aging Baby Boomers are moving from commercial insurance to Medicare, decreasing the share of patients with lucrative private coverage, and insurers are increasingly reticent to provide the rate increases providers need to make up for the worsening mix.

At a recent executive retreat, one health system debated the best strategies to increase their capture of commercial volume. Most of the conversation focused on traditional market-based tactics to increase access and awareness in fast-growing, higher income areas of their service region.

For instance, the system’s chief marketing officer was pushing to increase advertising in the rapidly expanding suburbs, and advocated building ambulatory surgery centers in a wealthy area of town with a boom of new home construction. 
 
The chief strategy officer shared a different perspective, supporting an employer-focused strategy. His logic: “In most businesses, the CEO and the janitor have the same benefit plans. If we only focus on the wealthy parts of town, we’re missing a big portion of the workers with good insurance.” He advocated for a new round of direct-to-employer contracting outreach, hoping to steer workers to high-value primary and specialty care solutions.

In reality, any system looking to move commercial share will need to do both—but even the best playbook for building commercial volume is unlikely to close the growing cross-subsidy gap. To maintain profitability in the long term, health systems must reduce costs for managing Medicare patients by delivering lower-cost care in lower-cost settings, with lower-cost staff.    

Judge allows United Healthcare Group (UHG’s) Acquisition of Change Healthcare to move forward

https://mailchi.mp/e60a8f8b8fee/the-weekly-gist-september-23-2022?e=d1e747d2d8

On Monday, a federal judge denied the Department of Justice (DOJ)’s attempt to block UHG’s $13B purchase of Change Healthcare, a technology firm specializing in claims processing and data analytics.

The DOJ sought to block the purchase on antitrust grounds, arguing that UHG would have access to technologies that its rivals use to compete, but the judge, writing in a sealed ruling, found the DOJ’s case inadequate. It is unclear at this point whether the DOJ will appeal.

Change will now join UHG’s OptumInsight division, though in response to anticompetitive concerns, the ruling ordered UHG to sell part of Change’s claims payment and editing business, as it had already planned to do. 

The Gist: Antitrust regulators have had much greater success at challenging horizontal healthcare mergers but have struggled to find solid footing to fight vertical deals. 

The UHG-Change case was closely watched in part because of the precedent it would have set in terms of holding “platform” aggregators in check. As UHG and other healthcare titans continue to acquire assets up and down the value chain (physician practices, ambulatory surgery centers, clinics, telehealth capabilities, risk products), it’s increasingly clear that the government will face an uphill climb to question the competitive effects of these vertical M&A activities.

Do Higher Hospital Prices Reflect Greater Investments in Quality?

Private insurers pay high and rising prices to hospitals. But whether this is “good” or “bad” depends on what’s behind this phenomenon. Do high prices reflect investments in quality? Or do they instead reflect issues like lack of competition due to hospital consolidation? The answer matters for efforts to reduce health care spending.

In a new paper in the Journal of Health Economics, Craig Garthwaite, Christopher Ody and Amanda Starc investigated whether the prospect of financial rewards drove differences in hospital quality measures — including things like mortality rates, patient experience, technology adoption and emergency department wait times. Specifically, the authors’ examined whether hospitals are more likely to invest in quality if they will be rewarded through higher prices. This is more feasible if they’re serving lots of commercially insured patients, since private insurers may pay higher rates if patients value those hospitals. But that strategy may not be successful in areas with large shares of the population on Medicare and Medicaid, which do not negotiate prices. 

The researchers found that:

  • Hospitals in areas with more privately insured patients had higher quality scores compared to hospitals with more publicly insured patients.
  • Hospitals targeting more privately insured patients also had higher costs than those relying more on payers like Medicare and Medicaid.

These results suggest hospitals make strategic investments in quality to attract privately insured patients. This is consistent with what one might expect from market competition and the results of other recent research. These findings do not, however, imply that prices are “optimal.” Prices also reflect factors like provider consolidation that have little observable effects on quality. Indeed, hospital prices likely reflect a mix of valuable and wasteful spending.

The analysis does have limitations. The authors used the demographics of the areas around the hospital instead of each hospital’s actual potential mix of patients. In addition, it is possible that some quality differences across hospitals actually reflect differences between patients with private and public insurance which aren’t easy to capture in data. However, the authors’ results were similar across several quality measures, including those where this is less of a concern.

These results can help better inform efforts to reduce health care costs. Policymakers interested in reducing hospital prices should be aware that doing so might reduce investments in quality. This suggests placing a greater emphasis on policies that target prices stemming from clear sources of inefficiencies, like consolidation, since such tradeoffs are likely smaller.