Health-Care Transactions Update: Deals Significantly Up in Third Quarter

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Stay ahead of developments in federal and state health care law, regulation and transactions with timely, expert news and analysis.

July, August, and September have been the most active deal months in 2017 so far, with over 299 recorded deals. That can be contrasted with the same quarter in 2016, during which only 167 deals were recorded, making it the slowest quarter that year.

The three most active sectors in summer 2017 were long-term care, health-care information technology, and physician practices, as strategic and financial buyers continued to actively shop for assets. The much-discussed market uncertainty—stemming from the political environment, regulatory uncertainty, and other factors—doesn’t seem to be hindering transaction activity.

Long-Term Care Has Been Most Active

Long-term care, including home health, continues to outpace the industry, with 215 transactions year to date. The sector remains attractive for many investors looking to position their portfolios for future growth, predominantly due to demand fundamentals such as an aging U.S. population and shifting preferences of seniors.

It is estimated that 10,000 U.S. residents turn 65 each day, adding to an already sizable population demographic that historically utilizes the vast majority of health-care spending. In particular, as the U.S. health-care system increasingly places emphasis on efficient outcomes and lowering cost of care, long-term care will offer a critical value proposition as an effective means of reducing the number of acute-care hospital visits and maintaining the overall health of seniors.

Of note in the third quarter was BlueMountain’s $700 million purchase of skilled nursing and assisted living assets from Kindred Healthcare. Continued interest and heightened activity are expected in this sector.

Physicians Have More Buyer Options for Transactions

Historically, large independent physician networks looking to partner with either a strategic or financial sponsor were limited in their options—mainly larger physician groups and local health systems. The landscape has quickly evolved as more organizations are seeing the value in controlling large patient populations.

Private equity buyers and insurance giants are increasingly interested in physician groups and are willing to purchase partial or complete interests at a premium. In the third quarter, Ares Capital invested $1.45 billion in DuPage Medical Group, a multi-specialty practice in Illinois previously owned by the private equity group Summit Partners.

Financial sponsors see an opportunity to leverage size and scale through acquisition and de novo growth, to increase patient populations and capture added revenues in a changing reimbursement environment. In April, Optum, a subsidiary of UnitedHealth Group, purchased American Health Network, a 300-physician practice in Indiana for $184 million. The insurer’s strategy is to control the delivery and cost of health care in all settings outside of the hospital.

Strategic buyers such as hospitals continue to actively recruit independent physicians, but are increasingly disadvantaged when forced to compete with the deep pockets of private equity investors and large insurers. Further compounding the problem for hospitals are the fair market value requirements that, by regulation, limit physician compensation options.

The single specialty provider space has experienced some of the highest activity in all of health-care services. With over 100 single specialty practices completing or announcing a transaction so far in 2017, independent physician groups are viewing an active mergers and acquisitions marketplace as an opportunity to secure future growth and viability.

A growing shift away from a hospital setting has increased the negotiating power of private practitioners and many are turning to private equity partners as a way to further increase their geographic footprint through aggressive growth strategies.

More and more groups are expected to pursue partnership and sale options as physicians continue to witness these large transaction values.

Size Is Attractive for Hospital Buyers

Bigger isn’t always better, but when it comes to hospital transactions, there is a market for sizable assets. In this quarter, Ascension Health, the country’s largest health system, emerged as the buyer of the struggling Presence Health in the Chicago area.

Despite Presence’s poor operations, it was able to align with a financially strong provider because it offered immediate scale in the Chicago market. With this transaction, Ascension, through its Amita Health joint venture with Adventist, vaulted up the market-share list from number four (8.1 percent) to number one (18.8 percent), according to Presence Health’s 2016 official statement. Acquiring and maintaining strong market share will continue to be a significant driver of financial success, thus the opportunity to immediately acquire scale through an acquisition will always be attractive.

Health-Care IT Remains Active

For many years, experts have thought that technology would be the key to driving value (high quality at a low cost). The activity in this space demonstrates the truth of that belief as there have been 133 transactions year to date. Notably, large private equity players have been active.

Clayton, Dubilier & Rice Inc., a private equity firm, acquired Carestream Dental in the third quarter, purchasing the dental imaging and practice management company with an eye toward growth, and expecting to leverage the technological expertise to grow the business.

Final Thoughts

While the summer months remained active, we believe the market will stay strong through the end of the year. Activity spawns more activity, and sellers are undoubtedly attracted to the high valuation multiples offered by buyers with tremendous access to capital and few investment options more attractive than health care.

Another Health-Care Fraud Judgment Includes Personal Liability

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The Department of Justice has put another notch on its Yates memo belt in securing a $2 million judgment against a home health provider and its owner personally.

A federal district judge issued the judgment Oct. 20 against Dynamic Visions Inc. and its owner Isaiah Bongam. The court previously granted the DOJ judgment on the issue of liability against Dynamic, and agreed that Bongam should be held personally responsible for Dynamic’s activities, which included forging physician signatures on patient care plans that were submitted to the District of Columbia’s Medicaid program.

The DOJ’s litigation strategy in the False Claims Act lawsuit aligned firmly with the 2015 Yates memo directive to hold individuals personally responsible for corporate fraud. While the court said there wasn’t sufficient evidence to tie Bongam to the forged signatures directly, it instead ruled that Bongam should be held personally liable for Dynamic’s actions because he was in sole control of the corporation.

Holding a person responsible for corporate liability, known as “piercing the corporate veil,” is available when the corporation is determined to be a mere shell or alter ego of a person, and therefore not deserving of the legal protection generally accorded the corporate form.

In this case, the court said not piercing the corporate veil to reach Bongam personally would be an “inequitable result,” citing Bongam’s disregard for corporate formalities and intermingling of personal funds with Dynamic’s accounts.

The judgment itself consisted of $1.5 million in damages and an additional $517,000 in fines for each alleged false claims submission. The DOJ asked for, and the court gave, the maximum $11,000 per claim damages for the 47 false claims that Dynamic submitted to Medicaid based on Dynamic’s egregious behavior.

Bongam is now on the hook for that judgment, unless it’s overturned on appeal. Bongam’s attorney told me that he intends to file an appeal, so stay tuned for an update.

New competitor poses big risk for Community Health Systems

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IU Health is getting into the Fort Wayne market.

The News-Sentinel in Fort Wayne, Indiana, is reporting Indiana University Health, the dominant not-for-profit health system in the state, is expanding into the city. Brian Bauer — the former CEO of Lutheran Health Network in Fort Wayne who was fired by Lutheran’s for-profit parent, Community Health Systems — will lead the IU Health region.

Why it matters: This is not just a small regional deal in Indiana. CHS is on the brink of collapse. And now Lutheran, one of CHS’ most profitable hospital systems, faces a powerful competitor that likely will nab Lutheran’s patients as well as doctors, nurses and other employees.

Inside Fort Wayne: Two sources familiar with Lutheran told me the environment is “toxic” and “adversarial.” Lutheran already has lost employees to a separate nearby system, Parkview Health, the sources said. They also said Lutheran’s profitability has dwindled this year. IU Health did not respond to inquiries.

  • IU Health plans to build hospitals and outpatient centers in the Fort Wayne area, and that would be a giant blow to Lutheran, which many Wall Street analysts say is the “crown jewel” of CHS. One source said Lutheran’s earnings before interest, tax, depreciation and amortization last year were around $280 million.
  • That will make it even tougher for CHS to pay down its mountain of debt if profits get sucked out of its most lucrative region.
  • CHS, which is in the process of selling off hospitals, turned down a buyout offer of Lutheran last year.
What to watch: CHS will report third-quarter earnings after markets close Nov. 1, and the investor call will be the following morning.

The individual market will thrive in the long run

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Not since the first year of the Affordable Care Act has there been so much uncertainty at the start of an open enrollment period. How many Americans will sign up for health coverage? As experts weigh the uncertain impact of the Trump administration’s last-minute policy moves, estimates from the Congressional Budget Office and Urban Institute range from nearly one million fewer Americans with coverage to at least 600,000 more.
As co-founders of Oscar Health, an insurance startup that will be signing up Americans for individual plans across six states this year, we anticipate the Trump administration’s actions will simultaneously aid and undermine enrollment, thanks to the mixed impact of its political and policy changes.
The bottom line: It will be hard — after four years where tens of millions of Americans have gained access to health insurance — for the administration to erase the virtues of an individual market where consumers choose their health plan and no one is discriminated against based on health status. In fact, we project that Oscar will enroll significantly higher membership across our six states this year.

Here’s why we believe the administration’s actions will both help and hurt enrollment:

  • Plans will be more affordable for millions of Americans due to the seesaw impact of cuts to cost-sharing reduction subsidies, which will actually increase subsidies for many low-income consumers. And for the first time, the IRS will be aggressively enforcing the individual mandate.
  • On the other hand, the administration’s cuts to outreach and sporadic lip service to repealing the ACA do nothing to stanch growing confusion among shoppers.
The biggest threat to a strong open enrollment period is consumer confusion. That’s why our outreach this year, themed “Get Covered,” is so focused on educating Americans on the importance of health insurance. We were the first to launch our open enrollment ads six weeks ago. And when HealthCare.gov is down for maintenance every Sunday, Oscar will be up — consumers in our states will be able to get subsidized coverage on our website.
The big picture: Our optimism about the individual market, both this year and beyond, stems from our conviction that the near-term regulatory turbulence will pass and that the individual market will thrive in the long run.
That’s because health care costs are spiraling out of control across the board, even for Americans who get coverage through their jobs. This year, premium contributions for workers increased by 8.2%, while the employer’s share increased hardly at all: 1.4%.
But Americans see the full sticker price of care in the individual market alone. To ensure that consumers who are paying out of their own pockets can still afford coverage, it’s actually the insurers and providers in the individual market who are working hardest to control costs.
The details: Indeed, we are seeing signs that sustainable strategies to keep health care costs down for all Americans are being accelerated and proven out in the individual market.
  • Our health care system, for example, must move away from expensive emergency room visits and embrace virtual care. Prices to treat many of the same exact conditions in emergency rooms — where half of all care is delivered in the U.S. — can be orders of magnitude higher than telemedicine. In the first year of the ACA, Oscar introduced the first health insurance plan in the country with free, 24/7 access to telemedicine — and today, one in four Oscar members use it.
  • The individual market has also accelerated the shift away from big hospital networks in health insurance plans that drive prices up for all Americans. Narrow networks — which most ACA plans have — can result in lower premiums for consumers without impacting their quality of care.
  • The true innovation unlocked by the smaller networks, however, is one of integration by design. By making the insurer and hospital more dependent on each other, we can finally begin to remove the friction between your doctor and insurer to result in better, more coordinated care. For example, more than one third of all first-time doctor visits for our members are routed through our Oscar app and Concierge teams, to doctors that we partner with.
  • Hospitals are now looking to become your insurance company, too. Indeed, the Cleveland Clinic, a world-renowned hospital, is offering its own jointly-run plan with Oscar next year — in the individual market.
What’s next: There is no doubt that the individual market under the ACA has stumbled out of the gate, and is in need of some fixes. But America has seen rocky private insurance markets recover before.
Between 1998 and 2002, the number of private Medicare+Choice plans — what are now known as Medicare Advantage plans — was cut in half, to less than 150. After a legislative fix in 2003, the market recovered and matured, and seniors this year will have over 3,000 Medicare Advantage plans to choose from.
We’re confident the same can and will happen with the individual market.

What’s next for the ACA after Trump’s executive order

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President Trump couldn’t get Congress to repeal the Affordable Care Act, so he signed an executive order to encourage cheaper, less regulated insurance options — a change that critics fear will remove patient protections and undermine insurance markets. In response, Senators Lamar Alexander and Patty Murray have put forward a bipartisan bill designed to stabilize the ACA markets.

With the future of the ACA so fiercely contested, what impact will Trump’s executive order have on health insurance, and what action should Congress now take?

We asked five experts: