Hospital mergers and acquisitions: They keep happening but let’s face it, the big ones rarely work


The first installment of our two-part series looks at many of the things that can, and commonly do, go wrong.

Mergers and acquisitions have been a common occurrence in healthcare for years now, and of late, mega-mergers have become the norm — giant organizations that join forces, often in an attempt to leverage their newfound scale and keep dollars flowing in.

The problem is that these mega-mergers often don’t deliver on their promises. Organizations want more negotiating power when hashing out contracts with insurance companies, and they rarely get it. Credit ratings are being downgraded. Costs often rise, quality deteriorates, and some companies want out of these deals altogether six or seven years down the road.

Others work out just fine, of course, but for every healthcare entity that sees success in these deals, there’s another which just bet the farm and lost it.

The mission then becomes: How to avoid that fate?


RIta Numerof, PhD, president of healthcare consulting firm Numerof and Associates, expects a rocky road going forward. Mergers are difficult to do well under normal circumstances, but a mega-merger is rarely a normal circumstance — it’s more complex, and more challenging to do well given that the healthcare industry is going through a fairly big transition.

In most of these scenarios, said Numerof, the intent was honorable. They wanted to lower costs and improve quality and do better by the consumers who depend on them. That’s the message that’s expressed publicly, anyway, and the Federal Trade Commission and the Department of Justice have generally been willing to accept these sentiments.

Numerof said regulators should be taking a closer look at whether these deals are sound from a financial perspective, and in fact will deliver on that promise.

“I am very skeptical of this,” she said. “The reality is that around 40 percent of M&A in general, across industries, fail to deliver on the financial performance that the parents coming together in the first place wanted to achieve. The fact that there is so much evidence against the likelihood of success should be a data point the Department of Justice takes into account.”

A lot of the healthcare mergers that have taken place over the past five to eight years have been a response to the Affordable Care Act, said Numerof, and were intended as a bulwark against negotiations with insurance companies, essentially giving the buyers more negotiating clout when coming to the table as contract rates are being revisited.

It has also, she said, become a mechanism for these delivery systems to put more pressure on independent physicians, something of a dying breed in the industry.

The issue for these merging organizations is that, while they feel there’s safety in numbers, the deals add another layer of complexity into their business models.


Even under the best circumstances, M&A often fails to live up to the promise that was established.

“It’s because merger and acquisition integration, which would allow these mergers to realize the potential behind them, requires an enormous amount of work, and most organizations don’t take into account the time that’s required, the focus that’s required, and some of the cultural dynamics that are going to be at play,” said Numerof. “And many don’t take these considerations into account when they evaluate potential partners.”

When these deals are completed, there’s often a “glow” that follows, with a general sentiment that the decision will be good for business. Then reality sets in.

As an example, there’s one very successful pharmaceutical company that has a set of products centered around a speciality disease. The company was acquired for a significant chunk of change by one of the major pharma companies, which promised the smaller company that, due to its success, it would be allowed to operate as independently as possible.

Less than a year later, the company is being broken apart, and the components are being integrated into the infrastructure of the larger company. That has led to some bureaucratic overlay, and defections from people who don’t want to work for a larger company.

In some cases, mergers occur and then the participating parties want to jump ship.

“You have companies coming together, healthcare systems that came together with a lot of fanfare, and after about five to seven years they all agree this was not a good situation, and the company divests all of the assets and individual units,” said Numerof. “So this is very expensive, and not necessarily very good for the community.”

Size is almost never protective, she said. Bond ratings are going down. Some deals, like CVS-Aetna, which was recently approved by the DOJ, will have to do things very different than they have historically in order to be successful — and that will be a struggle in a challenging market environment.


In order to avoid risk, there are certain elements companies should consider.

“One of the first tenets is you’ve got to be very clear when defining the joined vision of the company, and articulate how the separate histories of these companies is going to come together to create a different whole,” said Numerof.

“One of the key points here is the strength of each of the companies. When two companies are weak, it’s like entering into a marriage. With two weak people, it doesn’t work. If you have strong companies coming together strategically because they both see opportunities for growth, where they can leverage each others’ trends, that puts them in a much better position.”

There are always opportunities for cost reduction, but they’ve got to have a new business model. That model has to take into account a new go-to-market strategy, and take into account what’s going to happen in terms of the portfolio — how customers are going to be taken care of, are what the infrastructure requirements are going to be.

An important consideration is redefining core roles and competencies, and sorting out which core values will endure in the combined entity. That will essentially be the glue that holds the enterprise together, and it will require communication; management structure will be crucially important in making the endeavor work long-term.

They’re all factors to consider, especially given that Numerof expects more mega-mergers in the future.

“I think we’re going to see more mega-mergers until the DOJ says,’This is not in the best interest of consumers, the economy, and the ability to compete,'” she said.


he condition-laden approval stipulates a seven-year price cap that guarantees that the merged health system’s price increases will be kept below the state’s healthcare cost growth benchmarks.


The Federal Trade Commission calls the merger ‘a close call’ but defers to state regulators.

The merged health system will provide $71 million for care in underserved areas.

The merged, 13-hospital health system will be one of the largest in the Bay State.

The proposed merger of Beth Israel Deaconess Medical Center and Lahey Health System cleared a huge hurdle today when Massachusetts Attorney General Maura Healey announced her conditional support.

The approval comes with what Healey called an “unprecedented” seven-year price cap that guarantees that the merged health system’s price increases will be kept below the state’s Health Care Cost Growth benchmark.

“Through this settlement, Beth Israel Lahey Health will cap its prices, strengthen safety net providers across the region, and invest in needed behavioral health services,” Healey said in a media release.

“These enforceable conditions, combined with rigorous monitoring and public reporting, create the right incentives to keep care in community settings and ensure all our residents can access the high-quality health care they deserve,” she said.

The deal also cleared a key federal hurdle when the Federal Trade Commission voted to close its investigation in light of Healey’s agreement.

“The assessment of whether to take enforcement action was a close call. However, based on Commission staff’s work and in light of the settlement obtained by the Massachusetts AG, we have decided to close this investigation,” the FTC said in a media release.

Kevin Tabb, MD, CEO of Beth Israel Deaconess Medical Center, who will serve as CEO of Beth Israel Lahey Health, called the state and federal approvals “an important step forward in making our vision a reality.”

“We appreciate the enormous effort that the Attorney General, her staff and the Federal Trade Commission have devoted to our proposal.  We share their commitment to health care innovation in Massachusetts, and we are eager to build on the strengths of our legacy organizations and deliver on our promise to our patients, their families and our communities,” Tabb said.

Massachusetts’ Health Care Cost Growth benchmark controls the annual growth of total medical spending in the state and is now set at 3.1%. Over the seven-year term, the cap will avoid more than $1 billion of the potential cost increases projected by the state’s Health Policy Commission.

When finalized, the merged, 13-hospital health system will be will one of the largest in the Bay State.

The merger push began in 2017, with Beth Israel and Lahey justifying the consolidation as a market-based attempt to address rising costs, price disparities, and healthcare access issues.

However, the deal has faced headwinds since its inception.

Even as late as this September, the Massachusetts Health Policy Commission noted that the merger would create a health system roughly the same size as Partner’s HealthCare System, the state’s largest health system, which would “increase substantially” market concentration in eastern Massachusetts.

“BILH’s enhanced bargaining leverage would enable it to substantially increase commercial prices that could increase total healthcare spending by an estimated $128.4 million to $170.8 million annually for inpatient, outpatient, and adult primary care services,” MHPC said.

In addition, the commission said spending on specialty physician services could increase by as much as $60 million annually if the merged health system obtains similar prices increases for those services.

“These would be in addition to the price increases the parties would have otherwise received,” the commission wrote. “These figures are likely to be conservative. The parties could obtain these projected price increases, significantly increasing healthcare spending, while remaining lower-priced than Partners.”

Those concerns appeared to have been alleviated on Thursday, when MHPC Commissioner Martin Cohen said “the investments required by the settlement will have a real impact on access to treatment for mental health and substance use disorders for patients across Eastern Massachusetts.”

Healey’s assurance of discontinuance also includes requirements that the merged Beth Israel Lahey Health pledge $71.6 million to support healthcare services for underserved areas.

The deal also requires BILH to strengthen its commitment to MassHealth; engage in business planning with its safety net hospital affiliates; enhance access to mental health and substance use disorder treatment; and retain a third-party monitor to ensure compliance with the terms.

The deal exempts affiliated safety net hospitals from the price-cap constraints. Lawrence General Hospital CEO Dianne J. Anderson said the exemption for her safety net will “ensure a commitment to joint, long-term planning for distribution of health care resources across the region.”

The $71.6 million that BILH will spend over eight years for underserved areas will include:

  • $41 million to fund affiliated community health centers and safety net hospitals, which guarantees support at the systems’ historic levels.
  • At least $8.8 million in additional financial support for affiliated community health centers and safety net hospitals.
  • At least $5 million in strategic investment to expand access to healthcare for low-income communities through community health centers.
  • At least $16.9 million to develop and expand behavioral health services across the BILH system.



California DOJ approves CHI-Dignity merger, with conditions

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The California Department of Justice conditionally approved the proposed merger of Englewood, Colo.-based Catholic Health Initiatives and San Francisco-based Dignity Health on Nov. 21.

Here are five things to know:

1. Under the California Justice Department’s conditions, the combined system, called CommonSpirit Health, is required to maintain emergency services and women’s healthcare services for 10 years.

2. To make any changes to emergency or women’s healthcare services during years six through 10, CommonSpirit will be required to notify the Justice Department to determine how the changes will affect the community.

3. CommonSpirit is also required to allocate $20 million over six fiscal years to create and implement a Homeless Health Initiative to support services for patients experiencing homelessness.

4. Starting in 2019, CommonSpirit’s California hospitals are required to alter their financial assistance policies to offer a 100 percent discount to patients earning up to 250 percent of the federal poverty level.

5. CHI and Dignity signed a definitive agreement to merge in December 2017, and the organizations expect to complete the transaction by the end of this year. The new $28.4 billion health system will include more than 700 care sites and 139 hospitals.



California approves CVS, Aetna merger contingent upon premium promise and $240 million investment

New York State still needs to clear the $69 billion deal that CVS said it expects to close by Thanksgiving.

A California regulator has cleared the way for CVS Health to acquire Aetna.

Thursday, the California Department of Managed Health Care Director Shelley Rouillard approved the acquisition on the promise that CVS and Aetna agree not to increase premiums as a result of acquisition costs. The agreement states premium rate increases overall would be kept to a minimum.

The plans also agree to invest close to $240 million in California’s healthcare delivery system, according to the press release from the Department of Managed Healthcare.

The money includes $166 million for state healthcare infrastructure and employment, such as building and improving facilities and supporting jobs in Fresno and Walnut Creek.

Another $22.8 million would go to increase the number of healthcare providers in underrepresented communities by funding scholarships and loan repayment programs.

An estimated $22.5 million would support joint ventures and accountable care organizations in the delivery of coordinated and value-based care.


California represents one of the last hurdles for the $69 billion merger that CVS has said it expects to see closed by Thanksgiving.

The New York State Department of Financial Services has yet to issue a decision after holding an October 18 hearing on the application.


The Department of Justice has already said that there are no barriers to the companies completing the merger, once CVS and Aetna sell Aetna’s Medicare Part D plans. Aetna is divesting the prescription drug plans to WellCare.

California held a public meeting on the merger on May 2.


“Our primary focus in reviewing a health plan merger is to ensure compliance with the strong consumer protections and financial solvency requirements in state law,” Rouillard said. “The department thoroughly examined this merger and determined enrollees will have continued access to appropriate healthcare services and also imposed conditions that will help increase access and quality of care, remove barriers to care and improve health outcomes.”



‘It remains to be seen’ whether acute care, nonprofit hospital profitability has peaked, Fitch says

Fitch Ratings has released a new report in response to questions from U.S. investors about whether acute care, nonprofit hospitals’ operating profitability has peaked or can be improved.

Four takeaways:

1. Fitch said acute care, nonprofit hospitals experienced across-the-board deterioration of operating margins in 2017, and the trend is expected to repeat this year. But acute care, nonprofit hospitals’ balance sheet metrics, such as days cash on hand, cash to debt and debt to capitalization, are at an all-time high.

2. Amid declining operating margins, large system providers plan to reduce costs and inefficiencies and are rethinking care delivery, according to Fitch Senior Director Kevin Holloran. He said smaller providers face greater challenges because they “are characteristically less able to trim expenses and typically unable to negotiate higher rates from commercial insurers in their markets.”

3. Fitch concluded: “It remains to be seen whether we are at a peak or if there is further room to improve.”

4. However, the ratings agency is certain of one thing: Nonprofit hospital systems will continue to consolidate. Fitch said investors have asked it whether increased size and scale through consolidation is advantageous as far as credit ratings.

“Size and scale are ‘better’ for a hospital’s rating if its enhanced size and scale means improved operations, stronger balance sheets and more market essentiality,” said Mr. Holloran.”Conversely, a hospital getting bigger just for the sake of getting bigger at times can lead to an initial dip in operating profitability as the two or more organizations come together.”

Access the full report here.


CHI, Dignity unveil name for combined system

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CHI CEO Kevin Lofton, left, and Dignity CEO Lloyd Dean

Englewood, Colo.-based Catholic Health Initiatives and San Francisco-based Dignity Health have picked a name for the combined system their proposed mega-merger will create: CommonSpirit Health.

“CommonSpirit Health was chosen because of its strong association with the two systems’ missions of service and positive resonance with the diversity of people served,” the systems said in a joint press release. “It evokes the strategic vision and aspiration of the new ministry to advance health for all and make a positive change for the people and communities served; a belief that all people deserve access to high-quality health and healthcare; and a passion to serve those who are sick and injured, including those who are most vulnerable.”

The systems evaluated more than 1,200 names before landing on CommonSpirit Health.

CHI and Dignity signed a definitive agreement to merge in December 2017, and the organizations expect to complete the transaction by the end of this year. The new $28.4 billion health system will include more than 700 care sites and 139 hospitals.


When Hospitals Merge to Save Money, Patients Often Pay More

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