Centene’s $2.2B deal for Magellan adds focus on behavioral health

Dive Brief:

  • Centene has entered into a definitive agreement to acquire Phoenix, Arizona-based Magellan Health for $2.2 billion, or $95 per share, the payer said Monday. Magellan will operate independently under the Centene umbrella.
  • Executives said the combination will result in one of the nation’s largest behavioral health platforms as the two will provide behavioral services to about 41 million members in the U.S.
  • The deal also boosts Centene’s already established footprint in government sponsored health plans with the addition of 5.5 million lives and another 2.2 million to add to its pharmacy benefit management platform.

Dive Insight:

The deal is designed to boost Centene’s ability to market a “whole health” approach for its members. The COVID-19 pandemic has underscored the need to care for more than just a member’s physical health by also caring for their mental health, the company said Monday.

“This has become even more evident in light of the pandemic which has driven a dramatic rise in behavioral health needs,” Centene CEO Michael Neidorff said in statement. Both boards unanimously approved the deal.

Magellan Health provides managed care and pharmacy services for an array of clients that include health plans, unions and third-party administrators. Centene has been a client of Magellan’s in years past.

Magellan leans on analytics and other technologies in an attempt to improve health outcomes and lower costs. In addition to behavioral health, Magellan focuses on high-cost or complex patients for its clients. In its presentation to investors on Monday, Centene said 71% of total healthcare costs in the U.S. are spent on complex patients, illustrating the need for the deal.

For its healthcare management services, Magellan typically enters into risk-based contracts with its clients where it assumes all or a substantial portion of the risk in exchange for a per member, per month fee. Or, Magellan will enter into an administrative services only agreement in which it reviews utilization and claims administration and manages provider networks, according to its latest 10-Q filing.

The deal is expected to close in the second half of the year pending regulatory approvals. CEO Ken Fasola and other Magellan executives will continue their leadership roles.

Last year, Centene completed its blockbuster acquisition of rival WellCare, a $17 billion deal that catapulted the company to the fourth-largest insurer by membership when including Aetna, which is now part of CVS Health. The deal also doubled Centene’s Medicare Advantage footprint. Centene’s core business is Medicaid managed care and it is the largest insurer on the Affordable Care Act exchanges.

CHI Franciscan, Virginia Mason ink definitive agreement to combine

Virginia Mason and CHI Franciscan Announce Merger

Two hospital systems in Washington state, CHI Franciscan and Virginia Mason Health System, have signed a definitive agreement to combine through a joint operating company that would be a subsidiary of Chicago-based CommonSpirit Health. 

The two organizations inked the agreement Dec. 21 and made it public Dec. 23. The parties signed a letter of intent to explore a combination in July.

The combination would create a nine-hospital system. Two of the hospitals would be from Seattle-based Virginia Mason and seven would come from Tacoma, Wash.-based CHI Franciscan, which is part of CommonSpirit Health.

News of the planned merger prompted Virginia Mason’s 256-bed hospital in Yakima, Wash., to part ways with the health system before it combined with CHI Franciscan. The board of Virginia Mason Memorial said it wants to become an “independent, local healthcare system” instead of joining a larger system. 

The two health systems said they expect the transaction to be finalized around Jan. 1, 2021, pending regulatory approval. 

7 hospital mergers called off in past year

Garner Health Law Corporation

There were several hospital mergers that, at some point in their lifetime, were called off in the past year. 

Below are seven hospital mergers called off since December 2019, beginning with the most recent:

1. Sanford, Intermountain halt merger talks
Sanford Health indefinitely suspended discussions in early December about a planned merger with Salt Lake City-based Intermountain Health because of the abrupt exit of Sanford’s longtime president and CEO, Kelby Krabbenhoft. Sanford and Intermountain announced in October they had signed a letter of intent to merge, with completion of the deal expected in 2021. The combination would create a $15 billion, 70-hospital system. In its statement issued Dec. 4, Sanford said it will pause current merger and acquisition activity while it addresses other organizational needs. 

2. Advocate Aurora, Beaumont cancel merger
Advocate Aurora Health, which has dual headquarters in Milwaukee and Downers Grove, Ill., and Southfield, Mich.-based Beaumont Health called off their merger plan Oct. 2, about five months after signing a letter of intent to combine. The proposed merger faced criticism from some Beaumont physiciansnurses and donors. In August, the Beaumont board of trustees confirmed it would delay a vote on the planned merger. The trustees decided to postpone the vote after seeing the results of a survey, completed by 1,500 of the system’s 5,000 physicians, that revealed a lack of confidence in Beaumont’s leadership and concerns about its proposed merger with Advocate Aurora. The merger of Beaumont and Advocate Aurora would have created a $17 billion system with 36 hospitals.

3. California hospital ends merger talks with Dignity Health
County officials overseeing Ventura (Calif.) County Medical Center ended merger talks with San Francisco-based Dignity Health in July after leaders from both parties deemed an affiliation too risky. County Health Care Agency Director Bill Foley said Dignity officials considered it a risk to take on public hospitals, while county managers were concerned they would give up control but still face risk for buildings and finances. County officials were also concerned VCMC would lose its designation as a public hospital under either a lease or a contract with Dignity, which would put roughly $150 million in annual funding at risk. 

4. Beaumont, Summa Health cancel $6.1B merger plan  
Southfield, Mich.-based Beaumont Health called off a proposed merger with Akron, Ohio-based Summa Health in late May. They ended talks about five months after signing a definitive agreement, under which Summa Health would have become a subsidiary of Beaumont. The proposed deal, which had already received all necessary regulatory approvals, would have created a nonprofit system with 12 hospitals and $6.1 billion in annual revenue. 

5. 4 Chicago hospitals call off $1.1B merger plan  
Chicago-based Advocate Trinity Hospital, Mercy Hospital and Medical Center, South Shore Hospital and St. Bernard Hospital signed a letter of intent in January to combine into a single health system and build at least one new hospital and several community health centers. The hospitals called off the deal in late May after government funding for the $1.1 billion plan fell through. 

6. Geisinger, AtlantiCare sever merger
Danville, Pa.-based Geisinger and Atlantic City, N.J.-based AtlantiCare severed their merger in March, about five years after the two systems combined. The separation of the two organizations is expected to take up to 18 months, the two organizations said in March. 

7. Wisconsin health systems call off merger
La Crosse, Wis.-based Gundersen Health System and Marshfield (Wis.) Clinic Health System abandoned plans in December 2019 to merge into a 13-hospital rural healthcare network. The two systems said they “mutually decided to remain independent” after several months of productive and collaborative discussions.

UMass Memorial, Harrington file merger plans

https://www.wbjournal.com/article/umass-memorial-harrington-file-merger-plans

Harrington Hospital in Southbridge

UMass Memorial Health Care and the Harrington HealthCare System have filed paperwork for regulatory approval for their plans for Harrington to become part of the UMass Memorial system.

Worcester-based UMass Memorial said Tuesday the two hospital systems filed the first in a series of required filings with state regulatory agencies for their proposed marriage. The review process, to include Massachusetts Health Policy Commission and Attorney General’s Office, is expected to take up to four months.

UMass Memorial and Harrington first said in January they intended on Harrington being folded into the much larger UMass Memorial system, which is the largest employer in Central Massachusetts. Harrington, whose main hospital is in Southbridge, has remained one of a small and shrinking number of independent hospitals in the state.

The two systems already collaborate through a system allowing Harrington care providers to consult remotely with UMass Memorial specialists in caring for critically ill patients. Harrington will also be brought into UMass Memorial’s electronic patient records system as part of the planned integration.

UMass Memorial has committed to operating Harrington’s hospital campuses in Southbridge and Webster as acute-care hospitals for at least five years. Upon regulatory approval, Harrington will join UMass Memorial’s Medical Center in Worcester, Marlborough Hospital and Clinton Hospital.

FTC signals nurses’ wages will become important measure in antitrust enforcement

https://www.healthcaredive.com/news/ftc-signals-nurses-wages-important-measure-antitrust-enforcement-hospitals/589142/

The Federal Trade Commission is revamping a key tool in its arsenal to police competition across a plethora of industries, a development that could have direct implications for future healthcare deals.

In September, the FTC said it was expanding its retrospective merger program to consider new questions and areas of study that the bureau previously has not researched extensively.

One avenue it will zero in on is labor markets, including workers and their wages, and how mergers may ultimately affect them.

It’s an area that could be ripe for scrutinizing healthcare deals, and the FTC has already begun to use this argument to bolster its case against anticompetitive tie-ups. Prior to this new argument, the antitrust agency — in its legal challenges and research — has primarily focused on how healthcare mergers affect prices.

The retrospective program is hugely important to the FTC as it is a way to examine past mergers and produce research that can be used as evidence in legal challenges to block future anticompetitive deals or even challenge already consummated deals.

“I do suspect that healthcare is a significant concern underlying why they decided to expand this program,” Bill Horton, an attorney with Jones Walker LLP, said.

So far this year, the FTC has tried to block two proposed hospital mergers. The agency sued to stop a proposed tie-up in Philadelphia in February between Jefferson Health and Albert Einstein Healthcare Network.

More recently, the FTC is attempting to bar Methodist Le Boneheur in Memphis from buying two local hospitals from Tenet Health in a $350 million deal.

In both cases, the agency alleges the deals will end the robust competition that exists and harm consumers in the form of higher prices, including steeper insurance premiums, and diminished quality of services.

The agency has long leaned on the price argument (and its evidence) to challenge proposed transactions. However, recent actions signal the FTC will include a new argument: depressed wages, particularly those of nurses.

In a letter to Texas regulators in September, the FTC warned that if the state allowed a health system to acquire its only other competitor in rural West Texas, it would lead to limited wage growth among registered nurses as an already consolidated market compresses further.

As part of its arguments, the FTC pointed to a 2020 study that researched the effects on labor market concentration and worker outcomes.

Last year, the agency sent orders to five health insurance companies and two health systems to provide information so it could further study the affect COPAs, or Certificates of Public Advantage, have on price and quality. The FTC also noted it was planning to study the impact on wages.

FTC turned to review after string of defeats

A number of losses in the 1990s led the agency to conduct a hospital merger retrospective, Chris Garmon, a former economist with the FTC, said. Garmon has helped conduct and author retrospective reviews.

Between 1994 and 2000, there were about 900 hospital mergers by the U.S Department of Justice’s count. The bureau lost all seven of the cases they attempted to litigate in that time period, according to the DOJ.

The defendants in those cases succeeded by employing two types of defenses. The nonprofit hospitals would argue they would not charge higher prices because as nonprofits they had the best interests of the community in mind. Second, hospitals tried to argue that their markets were much larger than the FTC’s definition, and that they compete with hospitals many miles away.

Retrospective studies found evidence that undermined these claims. That’s why the studies are so important, Garmon said.

“It really is to better understand what happens after mergers,” Garmon said. It’s an evaluation exercise, given many transaction occur prospectively or before a deal is consummated. So the reviews help the FTC answer questions like: “Did we get it right? Or did we let any mergers we shouldn’t let through?”

Health industry has evaded major changes under Trump

Status quo in healthcare is no longer an option

President Trump vowed to overhaul the health care system, notably saying in one of his first post-election speeches that pharmaceutical companies were “getting away with murder” over their pricing tactics.

Yes, but: Four years later, not a lot has changed. If anything, the health care industry has become more financially and politically powerful, Axios’ Bob Herman reports.

“Most of the bigger ideas have either been stopped in the courts or just never got implemented,” said Cynthia Cox, a vice president at the Kaiser Family Foundation who follows the health care industry.

  • The administration killed its own regulation that would have changed behind-the-scenes negotiations between drug companies and pharmacy benefit managers.
  • One of the most consequential drug proposals — tying Medicare drug prices to lower prices negotiated abroad — is not remotely close to going into effect.
  • Forcing drug companies to disclose prices in TV ads was a small gambit, and the courts ultimately struck down the idea.

The other side: The policies the administration has seen through, so far, have been relatively modest.

Between the lines: Health care has consistently raked in large sums of profit every year of Trump’s presidency. That has been especially true during the pandemic.

Intermountain, Sanford to merge into 70-hospital system

https://www.beckershospitalreview.com/hospital-transactions-and-valuation/intermountain-sanford-to-merge-into-70-hospital-system.html?utm_medium=email

Top 10 Largest Health Systems in the U.S.

Salt Lake City-based Intermountain Healthcare and Sioux Falls, S.D.-based Sanford Health have signed a letter of intent to merge. 

The boards of both nonprofit organizations unanimously approved on Oct. 23 a resolution to support moving forward with the due diligence process. Pending regulatory and state approvals, the merger is expected to close in 2021. 

“We’re hoping that the actions taken … just 72 hours ago will culminate in a combined organization next summer,” Kelby Krabbenhoft, president and CEO of Sanford Health, said during an Oct. 26 news conference. 

Existing boards of trustees from both systems will join to form a combined board, and Gail Miller, chair of the Intermountain board, will serve as board chair of the merged organization. 

Marc Harrison, MD, president and CEO of Intermountain, will serve as president and CEO of the combined system, which will operate 70 hospitals and employ more than 89,000 people. Mr. Krabbenhoft will serve as president emeritus. 

“These are two great organizations with strong histories that are economically and clinically very strong,” Dr. Harrison said during the news conference. “This is something that should happen for the future of American healthcare.” 

Intermountain will be the parent company of the combined organization, and the merged system will be headquartered in Salt Lake City. 

Atrium, Wake Forest Baptist merge to create 42-hospital system

https://www.beckershospitalreview.com/hospital-transactions-and-valuation/atrium-wake-forest-baptist-merge-to-create-42-hospital-system.html?utm_medium=email

Wake Forest Baptist, Atrium Health merge into a 'single enterprise' to be  based in Charlotte | Local | journalnow.com

Charlotte, N.C.-based Atrium Health and Winston-Salem, N.C.-based Wake Forest Baptist Health have completed their merger, creating a 42-hospital system with more than 70,000 employees. 

With the transaction complete, Wake Forest Baptist Health and Wake Forest School of Medicine will become the “academic core” of Atrium Health. The health system said it plans to build a second campus of the school of medicine in Charlotte. 

“As the healthcare field goes through the most transformative period in our lifetime, in addition to a new medical school, our vision is to build a ‘Silicon Valley’ for healthcare innovation spanning from Winston-Salem to Charlotte,” Atrium President and CEO Eugene A. Woods said in a news release. “We are creating a nationally-leading environment for clinicians, scientists, investors and visionaries to collaborate on breakthrough technologies and cures. Everything we do will be focused on life changing care, for all, in urban and rural communities alike. And we will create jobs that provide inclusive opportunities to enhance the economic vitality of our entire region.”

Atrium cited an independent economic analysis that showed the direct and indirect annual employment impact of the combined system exceeds 180,000 jobs. 

“The impact of the strategic combination will be far-reaching, elevating North Carolina as a clear destination of choice to receive medical care for people all across the nation,” said Julie Ann Freischlag, MD, CEO of Wake Forest Baptist Health and dean of Wake Forest School of Medicine. “Through our combined, nationally recognized clinical centers of excellence in multiple specialties, we will be able to expand our research in signature areas, such as cancer, cardiovascular, regenerative medicine and aging, and target bringing research breakthroughs to the community in less than half the time of the national average.”

Mr. Woods will serve as president and CEO of the combined system, and Dr. Freischlag was appointed chief academic officer for Atrium Health in addition to her current positions. 

A 16-member board of directors appointed by the Charlotte Mecklenburg Hospital Authority and Wake Forest University Baptist Medical Center will govern the new nonprofit enterprise. 

Advocate Aurora Health, Beaumont Health end merger plans

Gloved merger acquisitions

Advocate Aurora Health and Beaumont Health have put an end to their discussions around a potential partnership, officials announced Friday. 

The announcement comes months after the two organizations signed a letter of intent to open discussions.

It also comes after Michigan lawmakersas well as doctors at Beaumont—raised serious concerns about Beaumont, Michigan’s largest healthcare system, becoming part of one of the largest nonprofit integrated health systems in the U.S.

Advocate Aurora has 28 hospitals, more than 500 sites of care and more than 70,000 employees. Beaumont Health is a $4.7 billion health system with eight hospitals and 145 outpatient sites of care and 38,000 employees.

“We continue to have a very high regard for Advocate Aurora Health,” said John Fox, president and CEO of Beaumont Health, in a statement. “But at this time, we want to focus on our local market priorities and the physicians, nurses and staff who provide compassionate, extraordinary care every day.”

Discussions began in late 2019 but were put on hold in the midst of the response to the COVID-19 pandemic, officials said. In April, Beaumont Health temporarily laid off 2,475 workers and cut 450 positions in response to massive financial losses.

However, the two organizations made their letter of intent public in June, saying at the time they wanted to allow further discussions into creating a health system that would span across Michigan, Wisconsin and Illinois.

Leaders from the organizations had agreed to an equal one-third governance representation of any future partnership between Beaumont and both the legacy Advocate Healthcare and Aurora Healthcare organizations, which merged in 2018 to created Advocate Aurora Health. That megamerger formed one of the largest nonprofit health systems in the U.S. with a combined revenue of $11 billion.

“We have great respect for Beaumont Health, and we continue to believe scale will play a critical role in advancing quality, accelerating transformation and reducing cost in the healthcare world of tomorrow,” said Jim Skogsbergh, president and CEO of Advocate Aurora Health, in a statement.

Earlier this year, Beaumont Health called off a potential deal with Akron, Ohio-based Summa Health.

FTC expands retrospective scrutiny of mergers

https://www.beckershospitalreview.com/hospital-transactions-and-valuation/ftc-expands-retrospective-scrutiny-of-mergers.html?utm_medium=email

Federal Trade Commission (FTC) Definition

The Federal Trade Commission is expanding its retrospective review of mergers and acquisitions, using data from before and after a deal to assess whether the transaction affected prices, quality and consumer choice. 

The FTC has retrospectively reviewed mergers since 1984. The two goals of the program are to understand whether the agency’s threshold for bringing an enforcement action in a merger case has been too permissive and to assess the performance of tools that FTC economists use to predict the effects of proposed mergers.

The expanded program means the agency will dedicate more time and resources to studying completed mergers, addressing antitrust questions that have not been extensively studied in previous years and expanding retrospective reviews to industries that have not been studied.

Compared to other industries, healthcare mergers have undergone extensive scrutiny under the retrospective review program, with eight studies since 2011. These retrospective analyses have proven influential to federal challenges of subsequent healthcare mergers: The FTC was able to challenge 13 hospital cases from 2008 to 2018.

As part of the expanded program, the FTC director of the bureau of economics will release an annual summary on lessons and findings from the retrospective studies.