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.

CVS considers acquiring Aetna

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CVS has reportedly put in an offer to buy Aetna.

CVS Health has proposed buying Aetna for $200 per share, the Wall Street Journal reports. That would value the transaction at more than $66 billion.

Why it matters: This would be a gigantic buyout offer, one of the biggest of the year, if it goes through. CVS and Aetna, which already have a pharmacy contract together, would create a behemoth health care company with roughly $240 billion in annual revenue and substantial bargaining power over hospitals, drug makers and employers. The deal also would displace UnitedHealth Group as the largest health insurer and pharmacy benefits manager.

Ascension Rebrands Six Health System Markets

http://www.healthleadersmedia.com/leadership/ascension-rebrands-six-health-system-markets?spMailingID=12228675&spUserID=MTY3ODg4NTg1MzQ4S0&spJobID=1262308916&spReportId=MTI2MjMwODkxNgS2

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The move follows last year’s rebranding of markets in Michigan and Wisconsin and reflects the nation’s largest Catholic healthcare company’s unification of diverse brands as well as its transition from holding company to operating company model.

St. Louis-based Ascension announced it will rebrand under the Ascension brand six of its markets that have been known locally for years by other names.

The hospitals and other sites of care that will take on the Ascension identity are:

  • Texas: Seton in the Austin region and Providence in Waco
  • Gulf Coast: Sacred Heart in the Pensacola, Florida, region and Providence in Mobile, Alabama
  • Binghamton, New York: Lourdes
  • Birmingham, Alabama: St. Vincent’s
  • Jacksonville, Florida: St. Vincent’s
  • Kansas: Via Christi in Wichita and central Kansas

The brand strategy helps unify the affiliation of the various regions and the health systems within them, according to Ascension executives. The company began this move last year in Michigan with six previously distinct health systems, and in Wisconsin, with four, that were brought under the Ascension brand.

“Our brand identity is rooted in our mission to deliver compassionate, personalized care to all, with special attention to persons living in poverty and those most vulnerable,” said Anthony R. Tersigni, Ascension’s president and CEO, in a press release. “The adoption of a consistent identity across our systems of care fosters collaboration and ultimately ensures our patients receive the right care in the right setting at the right time through a truly integrated national system.”

Beyond the unified identity, Chief Marketing and Communications Officer Nick Ragone said that a consistent brand makes it easier for consumers to navigate sites of care both physically and online, where most healthcare engagements now begin. He added that Ascension’s unified identity supports its shift to a more quantitative marketing model that helps the health system better understand patients and anticipate their needs.

Patricia A. Maryland, president and CEO of Ascension’s Healthcare division, its patient care arm, said the rebranding supports the creation of a culture of clinical excellence and safety, adding that the it also encourages collaboration across Ascension’s systems of care to improve population health and eliminate healthcare disparities.

Ascension’s Healthcare Division operates 2,500 sites of care, including 141 hospitals and more than 30 senior living facilities, in 22 states and the District of Columbia.

Kaufman Hall: 2017 Hospital M&A activity to potentially outpace 2016

https://www.beckershospitalreview.com/hospital-transactions-and-valuation/kaufman-hall-2017-hospital-m-a-activity-to-potentially-outpace-2016.html

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Eighty-seven hospital and health system transactions have occurred as of the end of the third quarter of 2017, leading some experts to suggest the total number of deals in 2017 may exceed the 102 deals completed in 2016, according to a recent analysis from Kaufman, Hall & Associates.

Kaufman Hall analysts report 29 transactions were announced during the third quarter, down slightly from the 31 deals announced during the second quarter of 2017.

Here are five findings from the analysis.

1. Eight transactions exceeding $1 billion in revenue have been announced in 2017 thus far. The figure is double the four such transactions announced in all of 2016.

2. The two largest transactions announced during the third quarter included the proposed merger between Charlotte, N.C.-based Carolinas HealthCare System and Chapel Hill, N.C.-based UNC Health Care — announced in September — and St. Louis-based Ascension’s proposed acquisition of Chicago-based Presence Health, announced in August.

3. Eight transactions announced during the third quarter of 2017 involved acquisitions by for-profit organizations, while 19 involved acquisitions by nonprofit institutions.

4. Three transactions announced thus far this year involved academic medical centers partnering with for-profit entities.

5. The three states with the highest number of transactions announced during the third quarter include New York, Pennsylvania and Illinois.

“Transactions among larger and like-sized organizations are rising as health systems across the country look to build scale and new capabilities for an uncertain healthcare environment,” said Anu Singh, managing director of Kaufman Hall. “These transactions are driven primarily by strategic imperatives and less so, by financial drivers … We’re also seeing an uptick in creative affiliations, with partnerships using non-traditional models to achieve their strategic goals in response to a new set of market factors that were not present a decade ago.”

How U.S. Hospitals and Health Systems Can Reverse Their Sliding Financial Performance

https://hbr.org/2017/10/how-u-s-hospitals-and-health-systems-can-reverse-their-sliding-financial-performance

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Since the beginning of 2016, the financial performance of hospitals and health systems in the United States has significantly worsened. This deterioration is striking because it is occurring at the top of an economic cycle with, as yet, no funding cuts from the Republican Congress.

The root cause is twofold: a mismatch between organizations’ strategies and actual market demand, and a lack of operational discipline. To be financially sustainable, hospitals and health systems must revamp their strategies and insist that their investments in new payment models and physician employees generate solid returns.

For the past decade, the consensus strategy among hospital and health-system leaders has been to achieve scale in regional markets via mergers and acquisitions, to make medical staffs employees, and to assume more financial risk in insurance contracts and sponsored health plans. In the past 18 months, the bill for this strategy has come due, posing serious financial challenges for many leading U.S. health systems.

MD Anderson Cancer Center lost $266 million on operations in FY 2016 and another $170 million in the first months of FY 2017. Prestigious Partners HealthCare in Boston lost $108 million on operations in FY 2016, its second operating loss in four years. The Cleveland Clinic suffered a 71% decline in its operating income in FY 2016.

On the Pacific Coast, Providence Health & Services, the nation’s second largest Catholic health system, suffered a $512 million drop in operating income and a $252 million operating loss in FY 2016. Two large chains — Catholic Health Initiatives  and  Dignity Health — saw comparably steep declines in operating income and announced merger plans. Regional powers such as California’s Sutter Health, New York’s NorthWell Health, and  UnityPoint Health, which operates in Iowa, Illinois, and Wisconsin, reported sharply lower operating earnings in early 2017 despite their dominant positions in their markets.

While some of these financial problems can be traced to troubled IT installations or losses suffered by provider-sponsored health plans, all have a common foundation: Increases in operating expenses outpaced growth in revenues. After a modest surge in inpatient admissions from the Affordable Care Act’s coverage expansion in the fall of 2014, hospitals have settled in to a lengthy period of declining hospital admissions.

At the same time, hospitals have seen their prices growing at a slower rate than inflation. Revenues from private insurance have not fully offset the reductions in Medicare payments stemming from the Affordable Care Act and federal budget sequestration initiated in 2012. Many hospitals and health systems strove to gain market share at the expense of competitors by deeply discounting their rates for new “narrow network” health planstargeted at public and private health exchanges, enrollments from which have far underperformed expectations.

The main cause of the operating losses, however, has been organizations’ lack of discipline in managing the size of their workforces, which account for roughly half of all hospital expenses. Despite declining inpatient demand and modest outpatient growth, hospitals have added 540,000 workers in the past decade.

To achieve sustainable financial performance, health systems must match their strategy to the actual market demand. The following areas deserve special management attention.

The march toward risk. Most health system leaders believe that population-based payment is just around the corner and have invested billions of dollars in infrastructure getting ready for it. But for population-based payment to happen, health plans must be willing to pay hospitals a fixed percentage of their income from premiums rather than pay per admission or per procedure. Yet, according to the American Hospital Association, only 8% of hospitals reported any capitated payment in 2014 (the last year reported by the AHA) down from 12% in 2003.

Contrary to widely held belief, the market demand from health insurers for provider-based risk arrangements has not only been declining nationally but even fell in California where it all began more than two decades ago. This decline parallels the decline in HMO enrollment. Crucially, there is marked regional variation in the interest of insurers in passing premium risk to providers. In a 2016 American Medical Group Association survey, 64% of respondents indicated that either no or very limited commercial risk products were offered in their markets.

The same mismatch has plagued provider-sponsored health-plan offerings. Instead of asking whether there are unmet needs in their markets reachable by provider-sponsored insurance or what unique skills or competencies they can bring to the health benefits market, many health systems have simply assumed that their brands are attractive enough to float new, poorly configured insurance offerings.

Launching complex insurance products in the face of competition from well-entrenched Blue Cross plans with lavish reserves and powerful national firms like UnitedHealth Group, Kaiser, and Aetna is an extremely risky bet. Many hospital-sponsored plans have drowned rapidly in poor risks or failed to achieve their enrollment goals. A recent analysis for the Robert Wood Johnson Foundation shows that only four of the 37 provider-sponsored health plans established since Obamacare was signed into law were profitable in 2015.

The regular Medicare and commercial business. Most hospitals are losing money on conventional fee-for-service Medicare patients because their incurred costs exceed Medicare’s fixed, per-admission, DRG payments. Moreover, there is widespread failure to manage basic revenue-cycle functions for commercial patients related to “revenue integrity” (having an appropriately documented, justifiable medical bill that can be  collected), billing, and collection. All these problems contribute to diminished cash flows.

Physician employees. For many health care system, physician “integration” — making physicians employees of the system — seems to have become an end in itself. Yet many hospitals are losing upwards of $200,000 per physician per year with no obvious return on the investment.

Health systems should have a solid reason for making physicians their employees and then should stick to it. If the goal is control over hospital clinical processes and episode-related expenses, then the physician enterprise should be built around clinical process managers (emergency physicians, intensivists, and hospitalists). If the goal is control over geographies or increasing the loyalty of patients to the health care system, the physician enterprise should be built around primary care physicians and advanced-practice nurses, whose distribution is based on the demand in each geography. If the goal is achieving specialty excellence, it should be built around defensible clusters of subspecialty internal medicine and surgical practitioners in key service lines (e.g., cardiology, orthopedics, oncology).

To create value by employing physicians, health systems must actually manage their physicians’ practices. This means standardizing compensation and support staffing, centralizing revenue-cycle functions and the negotiations of health plan rates, and reducing needless variation in prescribing and diagnostic-testing patterns. Health system all too often neglect these key elements.

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If health systems are to improve their financial performance, they must achieve both strategic and operational discipline. If they don’t, their current travails almost certainly will deepen.

Steward Health completes acquisition, officially becoming the nation’s largest private hospital operator

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Steward Health now owns and operates 36 hospitals across the United States, making it the country’s largest private hospital operator.

The Boston-based physician-led organization’s merger with IASIS Healthcare was completed late last week.

Steward Health did not disclose the cost of the deal, but Boston Business Journal reported that Medical Properties Trust contributed $1.4 billion of the $1.9 billion purchase of the acquired hospital’s real estate that was part of the agreement. The organization projected the deal will lead to revenues of almost $8 billion in 2018.

Steward will now oversee 36 individual hospitals across 10 states, managed care operations in Arizona, Utah and Massachusetts, and employ 37,000 people, including 1,400 physicians and 4,700 integrated network physicians.

“This merger enables Steward to expand our successful, physician-led, integrated care model. We look forward to providing the highest quality of care through keeping patients healthy and being available with advanced care in their community, should they need it,” said Ralph de la Torre, M.D., chairman and CEO of Steward Health Care, in an announcement. “Steward will be introducing patients, physicians, and employees in six new states to our innovative programs and community commitment model.”

Iasis Healthcare CEO W. Carl Whitmer stepped down from his position on Friday after the deal closed. “I’m leaving proud of what we together have accomplished and excited about the possibilities that lie ahead for all of us,” Whitmer said in a written statement to the hospital chain’s employees, according to The Tennessean. Whitmer served as CEO for 17 years.

The acquisition includes four hospitals in Arizona, one hospital in Arkansas, one hospital in Colorado, one in Louisiana, six hospitals in Texas and five in Utah.

The fuzzy math around Community Health Systems’ hospital sales

https://www.axios.com/the-fuzzy-math-around-community-health-systems-hospital-sales-2491001792.html

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Community Health Systems, the struggling for-profit hospital company, recently conducted a 30-hospital fire sale to reduce its massive debt load. Top executives routinely said in earnings calls with investors they were selling “unproductive” hospitals for “outstanding prices.”

What we found: An Axios analysis finds that, for at least some of those facilities, the numbers don’t really match what executives said. CHS appears to have sold several profitable hospitals for below-average prices.

Why it matters: The discrepancy between CHS’ words and actions raises questions. If CHS sold profitable hospitals for low prices, the company could continue to struggle paying down its mountain of debt because it will have fewer facilities to generate cash. Some investors already believe CHS could default on its debt.

The background: Hospitals are often sold based on a measure of profitability called earnings before interest, tax, depreciation and amortization, or EBITDA. Prices vary based on location, profit, insurance contracts and other factors, but the average hospital today could be sold at 8.5 times its EBITDA, according to one industry estimate.

CHS CEO Wayne Smith and former CFO Larry Cash both have frequently said during earnings calls over the past 18 months the company was getting rid of low-performing and low-margin hospitals. Smith also declared CHS was getting “attractive prices” and “very good value for the facilities that we’re selling, and we’re getting about 10 times (EBITDA) in a market for single-digit (margin) hospitals.” Smith later said “the multiple from our 30-hospital divestiture plan is approximately 12 times EBITDA.”

The gritty details: Eight of the 30 hospitals in CHS’ fire sale are in two states, Pennsylvania and Washington, that have reported financial statements to the public. And the numbers don’t line up with what Smith and Cash said. Here’s the quick synopsis of our analysis, which focused on deals that had publicly announced financial terms:

  • CHS sold four hospitals in Pennsylvania to PinnacleHealth for $231 million, or 3.4 times operating earnings. That multiple would have been even lower if the Pennsylvania data excluded interest and depreciation.
  • CHS sold two hospitals in Washington to Sunnyside Community Hospital for $45 million, or 5.3 times EBITDA.
  • CHS sold two hospitals in Washington to MultiCare Health System for $424 million, or 7.2 times EBITDA.
  • None of those deals are close to the prices that CHS executives discussed publicly.

CHS had a few gripes with the analysis:

  • The Pennsylvania data is based on a July 1 to June 30 fiscal year instead of the typical calendar year that CHS reports.
  • Neither state includes the financial impact of physician practices and other ancillary services.
  • Smith said the multiple from the entire 30-hospital divestiture plan, including working capital, was 12 times EBITDA. That means “some of the transactions were above 12 times, and some were below.”
“The Community Health Systems management team has made accurate and appropriate disclosures about our divestitures,” spokeswoman Tomi Galin said several times during a three-week email exchange. CHS declined to provide the audited data it used for the hospital transactions, and executives were not made available for interviews.
Yes, but: The analysis was shared with a few industry experts who have experience with hospital transactions and spoke on background. They didn’t believe CHS’ points made a material difference. “You’re not going to get a 12-times multiple for something that’s debt-laden,” one hospital finance expert said.
Another industry source said it’s “a little fuzzy sometimes to figure out exactly what the EBITDA is and what the multiples are.” But the numbers CHS executives were citing “just aren’t seen often,” the source said. Getting anything above 12 times EBITDA is almost unheard of for most hospitals right now and highly unlikely in these cases, the experts said.

Underlying concern: Although CHS defended the statements and numbers from earnings calls, some people who follow the company believe the discrepenacies are representative of a long pattern. “There’s a history of deceptive communication practices,” said one CHS investor, who asked not to be named given the sensitivity of the issue.

What to watch for: How much debt CHS still has at the end of the third quarter, and what executives tell investors about the status of the company.

4 financial, strategic and revenue cycle issues health systems are facing

https://www.beckershospitalreview.com/finance/4-financial-strategic-and-revenue-cycle-issues-health-systems-are-facing.html

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From uncertainty around the future of the ACA to dwindling reimbursement, hospitals and health systems across the nation are facing a myriad of challenges.

Four healthcare industry experts discussed some of the most pressing challenges facing healthcare organizations today at the Becker’s Hospital Review 3rd Annual Health IT + Revenue Cycle conference in Chicago.

1. Hospitals across all credit rating categories are feeling financial pressure. A few years ago, hospitals with an A+ or higher credit rating typically had strong margins and a lot of options for improvement. “The big difference today is we’re seeing more hospitals that are struggling with operating margin, regardless of rating,” said Charles Alston, market executive and senior vice president at Bank of America Merrill Lynch. To address this issue, hospitals and health systems must examine how to fix the problem and then determine how to sustain those results long term, he said.

2. Hospitals are faced with uncertainty around the future of health reform. “I’m really worried about the future of the ACA and how much bad debt we’re going to have,” said Charles Ayscue, senior vice president of finance and CFO of Asheville, N.C.-based Mission Health. “We’re going to see a lot more self pay and we don’t have the workforce to handle that self pay.” He said Mission Health is taking proactive steps to prepare for the influx of patients with high deductible health plans, with a focus on revenue cycle improvement. “We’ve tried our best to educate our physicians on documentation and coding,” he said.

3. Health system mergers can create new challenges. Chicago-based Presence Health was formed in 2011 through the merger of Resurrection Healthcare in Chicago and Provena Health in Mokena, Ill. Presence Health CFO Mark Rafalski said hospitals involved in the transaction operated on disparate IT systems, which led to some revenue cycle management issues. “We’ve struggled in the area of [claim] denials,” he said. In an effort to turn around its finances, Presence has made a lot of changes in its revenue cycle, including using analytics and outsourcing to key partners, said Mr. Rafalski.

4. Healthcare organizations need to simultaneously cut costs and innovate.  Hospitals and health systems across the nation are facing cost pressure. “On the flipside, you have to change your strategy and innovate. You have to invest in the patient experience and the physician experience,” said Keith Lohkamp, senior director of industry strategy at Workday, a provider of cloud-based applications for finance and human resources. These competing priorities have fueled consolidation in the industry, as hospitals look for ways to drive efficiency and improve quality of care.

 

What Is the Role of Antitrust in a Free-Market Economy?

https://promarket.org/role-antitrust-free-market-economy/

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Opening remarks by Luigi Zingales to the Stigler Center conference: “Is There a Concentration Problem in America?”

What is the role of antitrust in a free-market economy? Historically, economists have been divided on this point. Even Milton Friedman himself admits to having changed his views, turning from a “great supporter of antitrust laws” to “the conclusion that antitrust laws do far more harm than good.”  Any economic analysis of the costs and benefits of antitrust enforcement, however, must start from the empirical evidence on the existence of a concentration problem and its potential effects.

Overall, in the last twenty years these questions have received relatively little attention, and the presumption that concentration was not an issue prevailed. Not so in the past year. Starting with a report from the Council of Economic Advisers and an article in The Economist, concerns about an increase in concentration began to surface in the public debate.   

Yet, we know that all concentration measures have great shortcomings. Thus, these measures alone cannot be used to infer that there is a concentration problem in America. The more important question is whether this possible increase in concentration has translated into an increase in firms’ market power and whether this increase in market power has caused major welfare distortion.   

To try and answer these questions, we decided to bring together world experts on these topics in a conference organized by the Stigler Center. In preparation for this conference, the Stigler Center’s blog ProMarket, has gathered the opinions of many of these world experts. We collect them here for convenience of the conference participants. We hope they can help as stimuli for an ample and lively debate during the conference.