Mounting scrutiny was too much to overcome for the organizations’ partnership.
SCAN Group and CareOregon have abandoned their plans to combine in the face of regulatory pressure and outside criticism.
The proposed merger, which the health insurers announced in December 2022, was intended to unite the two nonprofits under the HealthRight Group to strengthen their position against their for-profit competitors. Instead, the move failed to meet the expected close date of December 2023 and was greeted with skepticism, leading to the organizations mutually agreeing to call it off.
"SCAN and CareOregon share a commitment to preserving and protecting nonprofit, locally based healthcare and that has always been our goal in combining under the HealthRight Group,” SCAN Group and CareOregon said in a joint statement. “Our intent in coming together was to support Oregon's healthcare system and the people that CareOregon serves. However, despite our efforts, there are still questions about our combination."
HealthRight Group would have had $6.8 in revenue and nearly 800,000 members, bringing together SCAN Group’s 285,000 Medicare Advantage (MA) members across Arizona, California, Nevada, and Texas with CareOregon’s 500,000 members in Medicaid and MA plans.
Oregon’s Medicaid Advisory Committee this past December recommended that the Oregon Health Authority disapprove of the merger, citing “flow of taxpayer dollars leaving the state and the potential loss of local control of CareOregon’s affiliated CCOs.” Additionally, the committee argued that the partnership had the potential to reduce access to care, negatively impact the ability to address health inequities, and take away financial resources from local communities.
Multiple politicians, including former Oregon governor John Kitzhaber, joined in on opposing the merger, further putting pressure on the organizations to nix the deal.
"The argument is that Oregon CCOs must choose the lesser of two evils — merging with a multi-state, multi-billion-dollar Medicare Advantage company like SCAN, or being purchased by an even bigger for-profit insurance company such as UnitedHealthcare. This is a false choice,” Kitzhaber wrote in a blog post.
In an exclusive interview with HealthLeaders in March of last year, SCAN Group CEO Sachin Jain spoke on the necessity of nonprofits scaling to compete with for-profits.
"These are two renowned not-for-profits coming together as a viable alternative to for-profit plans in the government space … We want to be able to scale to meet challenges at the level of for-profits and private equity organizations,” Jain said.
Pushback on the merger and its ultimate withdrawal may also have been somewhat influenced by the industry’s cooling on MA. Between the government cutting benchmark payments by 0.2% and the introduction of new reimbursement rates, the private program could be much less profitable than payers have become accustomed to.
Efforts to improve pay and benefits, talent development, and worker safety have been effective.
A multipronged approach to addressing the workforce has allowed Pennsylvania hospitals to reduce turnover for direct care positions by an average of 28% over the past year.
The results were driven by strategies to attract, develop, and protect workers, according to a report by the Hospital and Healthsystem Association of Pennsylvania (HAP), which surveyed 99 hospitals in the state from October 17 to November 27, 2023.
While staff turnover has improved from pandemic levels, Pennsylvania’s hospitals continue to deal with high average vacancy rates, such as 19% for nursing support staff and 14% for registered nurses.
Here are three areas where Pennsylvania hospitals have focused their efforts to strengthen the workforce:
Compensation and benefits
To improve recruitment and retention, surveyed hospitals are investing in their staff by bolstering pay and benefits.
Since 2022, nearly all facilities report implementing increases in base compensation (97%), flex work schedules (95%), and professional development/tuition reimbursement (89%). Many others have instituted sign-on, schedule/shift-based, and/or referral bonuses (56%), retention bonuses (49%), and provision of children services (39%).
Other reported strategies include performance rewards, paid parental leave, and student loan repayment.
This is consistent with a nationwide trend of hospitals upping their incentives to attract and keep talent. According to a recent survey by Aon, 70% of hospitals implemented or increased sign-on bonuses in the past year, while 59% raised new hire pay, 54% upped their minimum wage scale, and 52% increased or added referral bonus programs.
Workforce development
Pennsylvania hospitals are also investing in the next generation of workers to create a pipeline of talent.
Working with schools is one of the primary strategies, which includes partnerships with four-year colleges/universities (99%), community colleges (99%), and high schools (92%).
Partnerships are also reaching trade/technical schools and/or community organizations for more than half of hospitals (55%) and middle schools for a quarter of respondents (25%).
Developing new talent is crucial as more and more experienced workers leave the field. According to 82% of respondents, finding qualified individuals is one of their top three barriers to employing staff.
Workplace safety
One of the factors spurring turnover at hospitals is workplace violence, which must be an area of emphasis for leaders to keep their staff safe.
To address rising violence targeting professionals, almost all Pennsylvania hospitals have implemented staff education on safety protocols (97%), enhanced security measures (95%), de-escalation training (95%), and promotion of respectful behavior (93%).
Meanwhile, most hospitals are using no-tolerance notices (76%) and metal detectors/artificial intelligence (61%).
Keeping workers safe is one of several ways hospitals can support their staff, increasing the likelihood of employees wanting to stay in their role and organization.
David Schreiner shares strategies for other leaders in rural settings trying to keep their doors open.
CEOs of rural hospitals are dealing with their own unique set of challenges for remaining financially viable.
To have and sustain success right now as a rural facility, leaders must be willing to be more proactive than reactive, says David Schreiner, CEO of Dixon, Illinois-based Katherine Shaw Bethea Hospital.
Not every strategy will work, but Schreiner believes in fighting to keep rural hospitals locally owned because of the impact on quality of care.
Below, Schreiner gives three simple tips to fellow rural hospital CEOs for staying up and running for the long haul:
The organizations will also continue working on a new definitive agreement to extend their partnership.
The University of Minnesota is moving to repurchase its academic medical center from Fairview Health Services more than 25 years after relinquishing control over it.
A non-binding letter of intent was approved by the university’s board of regents and signed by Fairview and the University of Minnesota Physicians to transfer ownership of the teaching hospital, which would free the medical center from Fairview’s financial struggles and allow the university to decide on its direction going forward.
Additionally, Fairview and the university announced that they will continue working on a new definitive agreement to reshape their affiliation as M Health Fairview in the coming months. In November, Fairview told the university that it did not want to renew the partnership under the current contract due to the financial terms being unsustainable. The contract was set to automatically renew beginning in 2027 if neither party objected by the end of 2023.
The sale of the medical center, which is made up of the East and West Bank campuses, M Health Fairview Masonic Children’s Hospital, and the M Health Fairview Clinics and Surgery Center, gives the organizations a clearer understanding of a potential partnership moving forward.
"This is a critical first step towards a new and reimagined relationship that will better meet the current and future needs of our patients and our community," Fairview Health Services president and CEO James Hereford said in the news release.
According to the letter of intent, the university will pay Fairview 51% of the purchase price after it has been determined. The organizations will share management and governance of the medical center until the end of 2027, pending regulatory review of the sale. The university would then take full ownership of the hospital, giving it control over operational and financial decisions.
Fairview has been in financial trouble with operating losses the past five years, including $315.4 million for 2022. The health system sought relief by proposing a merger with South Dakota-based Sanford Health, but that ultimately failedas the university opposed the transfer of control over the medical center to an out-of-state entity.
As the university and Fairview move towards a transaction, the organizations said the day-to-day operations will remain unchanged and that there are no layoffs planned.
In terms of reaching a new agreement over their partnership, the two sides have set September 30 as the deadline, with an option to extend the negotiation period.
Both sides should be motivated to continue their affiliation through a reworked deal. Fairview’s finances necessitate that the health system adjusts how much support it provides for academic health programs at the university. Meanwhile, keeping the network intact will allow the university to continue bringing in more patients.
The leader of Memorial Regional Hospital South shares strategies for bolstering the workforce.
For Phil Wright, CEO of Memorial Regional Hospital South, attacking labor shortages begins before you even get a potential worker through your doors.
Finding ways to recruit and retain staff is a priority for leaders of hospitals and health systems across the country dealing with workforce challenges. However, one part of recruiting that Wright believes is often overlooked is the hiring process.
“What I know every organization must have is a very efficient process for how you bring people on,” he said on a recent episode of the HealthLeaders Podcast.
Once you’ve found qualified candidates for the position you’re hiring for, drawing out the process for multiple weeks will do more harm than good, according to Wright. Dragging your feet will not only keep you from filling the job sooner, but it may drive away talent.
“Team members and potential staff members will go elsewhere and look for opportunities with other organizations if they feel like they can bring them on faster,” Wright said.
Hiring efficiently doesn’t mean hiring as quickly as possible though. Identifying and seeking out the right traits in potential employers from the start can keep organizations from having to fill the role again sooner than they’d like. For CEOs, that requires creating an environment where culture is prioritized.
“You waste time if you don't hire for fit versus the obvious competency,” Wright said. “We're all guilty sometimes of wanting to just get the position filled, but you end up wasting more time and money if you've got to replace that person after 60 or 90 days because they've were not a good fit or they left the organization. I'm a true believer of hiring for fit first. If you go after culture and fit first, then you have a better chance of retaining that person long-term.”
Cultural fit, of course, goes both ways. People want to choose a place to work based on the values it upholds just as much as the other way around.
That means once you’re brough on talent, you need to foster the relationships with your employees, Wright believes. With work overload and burnout causing many to leave their positions at hospitals, the typical employer-employee dynamic is no longer sufficient for cultivating an environment in which people want to stay.
“You’ve got to find a way to connect with people in a different way than just the traditional supervisor and staff member” Wright said. “What I’ve found is that people are seeking that connection. They want more of a connection with their supervisors and team members that they work with every day and if you can provide that atmosphere for them, especially within that first year, which is so crucial in any organization, any team’s hiring process, you have a better chance of keeping them on.”
Culture also extends to how workers are rewarded beyond just compensation. As hospitals and health systems strive to keep labor costs down, CEOs must get creative with what they can offer employees.
“These days with the competition, especially in some non-clinical type positions where folks have choices to go work for lots of other organizations, especially for the dollars that are being paid, you've got to turn over every single rock day and really make sure you've exhausted all the potential possibilities for bringing people on,” Wright said. “That includes being a little more flexible and things that, especially in the healthcare setting, we haven't traditionally been as flexible about.”
Some perks Wright points to are the ability to work from home and malleable scheduling, which were made more common by the COVID-19 pandemic.
Hospitals and health systems are recognizing the importance of investing in their staff. According to a recent survey by Aon, 95% of hospitals offered tuition reimbursement programs, 93% offered flexible work options, 84% offered personal leave, and 80% offered financial wellness/planning, among other benefits.
Wright acknowledges that there’s no “silver bullet” to solving the workforce, but these strategies can go a long way to creating sustainability in an area that is in serious need of it.
The past year saw a sizeable increase in leaders exiting the role.
CEO turnover continues to hit industries across the board and the story is no different in healthcare.
After 103 CEOs departed hospitals and health systems in 2022, this past year experienced a 42% rise in changes with 146, according to a report by Challenger, Gray & Christmas. The increase could be indicative of how the position is evolving, in addition to being a sign of a wider economic shift.
Of the 29 industries and sectors measured by the executive coaching firm, hospitals had the fourth highest number of CEO exits, behind only government/nonprofit (486), healthcare/products (189), and technology (173).
Several factors are likely causing the turnover growth at hospitals, with the current financial climate chief among them. Organizations are feeling the heat from thin margins and that in turn is putting significant stress on those at the helm.
In many instances, hospitals are choosing to install new leaders as they head in a different strategic direction, but some CEOs are voluntarily leaving to escape a pressure-packed environment.
"With all the pressures that the CEO faces, if there's an opportunity to transition out because we've had a very successful career over a long period of time and you feel that somebody is in a better position to serve the organization, that's a lot of it,” AtlantiCare Health System CEO Michael Charlton recently toldHealthLeaders.
“The pressures have just gotten overwhelming."
The bigger impact
CEO turnover for all industries in 2023 hit a record high with 1,914, which represented a 55% increase from 2022 (1,235) and easily cleared the previous record of 1,640 in 2019. The figure was also the highest on record since Challenger, Gray & Christmas began tracking CEO exits in 2002.
“Historically, we’ve seen large economic shifts preceded by a surge in CEO exits,” said Andrew Challenger, senior vice president of Challenger, Gray & Christmas.
The previous record in 2019 was followed by economic instability, but that was largely spurred by the unpredictable COVID-19 pandemic and its far-reaching impact on every industry.
While healthcare has since stabilized in many ways, financial distress continues to plague hospitals, leading to closures and M&A.
The primary care chain has been searching for ways to climb out of financial turmoil.
Cano Health has filed for Chapter 11 bankruptcy, reaching a decision that appeared inevitable after months of financial struggle.
The Miami-based provider, which offers value-based primary care to over 300,000 members, announced the filing is part of a restructuring support agreement with lenders holding approximately 86% of its secured revolving and term loan debt and 92% of its senior unsecured notes, allowing Cano to reduce its debt and potentially find an M&A partner.
To stay afloat during the restructuring, which the company expects to emerge from in the second quarter of this year, Cano has also received a commitment for $150 million in debtor-in-possession financing from some of its existing secured lenders. The liquidity funds are subject to court approval.
Through its recent moves, Cano said it expects to save approximately $290 million in costs by the end of 2024.
“By entering this court-supervised restructuring process, we are positioning the Company to achieve those goals on an accelerated basis and focus on what we do best – improving health outcomes for patients at a lower cost,” Cano CEO Mark Kent said in the news release. “I am confident we will emerge from this process a stronger organization with the necessary resources in place to continue delivering the quality of care our patients expect and deserve.”
Part of an industry trend
Cano is part of a recent bankruptcy surgein healthcare. According to a report by Gibbins Advisors, 2023 had the highest number of bankruptcy filings in the past five years with 79, which was more than three times the level recorded in 2021.
The past year featured 28 filings with liabilities over $100 million, compared to just seven in 2022 and eight in 2021.
Although the rise in bankruptcies in 2023 mainly affected the senior care and pharmaceutical subsectors, the factors that caused financial distress—capital market constraints, labor and supply cost pressures, and revenue—are also impacting the entire healthcare industry.
In the case of Cano, the company could not claw its way out of sizeable debt despite attempts to evolve. After being appointed CEO this past August, Kent narrowed the company's focus to its Medicare Advantage (MA) and ACO REACH business lines. However, Cano found MA to be less profitable than expected with adjustments made to the payment model and bonus program.
This problem isn't limited to Cano as all companies involved in MA are having tough sledding compared to previous years when MA was a cash cow ripe with overpayments.
In its filing with the Bankruptcy Court for the District of Delaware, Cano listed estimated assets and liabilities in the range of $1 billion to $10 billion.
It’s likely that the company will now look for strategic partners or buyers of all or some of its assets. That pursuit will be helped by Cano converting nearly $1 billion in secured debt to a combination of new debt and full equity ownership in the reorganized company through the restructuring agreement.
Cano has already been an active seller, divesting its Texas and Nevada primary care centers to Humana’s CenterWell Senior Primary Care business for nearly $67 million.
That sale was sandwiched between second and third-quarter earnings reports which saw the company experience net losses of $270.7 million and $491.7 million, respectively. Cano also cut 21% of its workforce in the third quarter of last year to create nearly $65 million in annualized cost reductions.
Editor’s note: This story has been updated on 2/6/2024.
Bain & Company's report reveals where healthcare transactions are trending in 2024.
Healthcare dealmaking is showing little sign of slowing down in the face of economic and regulatory headwinds, but those challenges are forcing organizations to make moves with greater purpose.
There is less margin for error in M&A deals, creating more pressure on transactions to show value, according to Bain & Company’s M&A 2024 report. As such, leaders must improve their dealmaking strategy in 2024 by reevaluating their portfolio and target lists, while being willing to invest in new technology.
In the year ahead, four out of five executives surveyed (80%) said they expect they will do as many or more deals than they did in 2023. Divestitures will be the focus for many, with three out of five M&A practitioners in healthcare and life sciences (60%) saying that they are evaluating assets to divest.
The report notes that as more effort is put into reducing government spending, healthcare needs to be wary about future revenue. Regulatory scrutiny is also widening, potentially leading to delays in deals in closing.
“We have seen more companies spend the year focusing on ways to improve their M&A capabilities,” Bain & Co. wrote. “The margin for error has shrunk for getting the anticipated return for any M&A in healthcare and life sciences.”
Healthcare, unlike many other industries, experienced an increase in 2023 deal value. However, much of that was driven by pharma and biotech’s deal value, which experienced a 73% jump. Medtech, meanwhile, saw an uptick of 36%.
M&A volume in payer, provider, and healthcare services remained relatively low and that is expected to continue in 2024. Bain & Co. anticipate payers pursuing moves for scale or to deliver care at a lower cost, with regional providers seeking out deals for scale in primary care, home health, and facility care.
The report stated it also expects the pharma industry to utilize its $171 billion cash on hand by searching for innovative assets in traditional areas like oncology and rare diseases, as well as in new areas like weight loss.
For medtech, growth in technology, innovation, and category leadership is expected to be at the forefront in coming transactions.
The leaders of the venture share their plan for transformation in an exclusive interview with HealthLeaders.
Summa Health CEO Cliff Deveny and HATCo CEO Marc Harrison hear the critics and the skepticism directed their way.
After General Catalyst announced its plan to buy the Ohio-based nonprofit integrated delivery system earlier this month, industry reaction to the venture capital firm diving into the deep end with its own health system has been mixed. Deveny and Harrison understand the noise yet are unwavering in their vision's ability to be transformative, the duo tells HealthLeaders.
Firstly, Harrison rejects the premise that the acquisition is a private equity or venture capital (VC) deal. General Catalyst is behind the transaction, but it's through its business spinoff HATCo, which Harrison characterizes as an independent company. That means the commitment timeline won't be akin to typical VC involvement.
"This is a long-term investment done outside of fund structures without the same expectations," Harrison says.
Whether that holds true is yet to be seen. In the meantime, Deveny and Harrison want the skeptics to answer their question: What's your answer to the challenges plaguing healthcare?
"We can't keep merging inefficient health systems into other health systems because then the problems just get compounded," Deveny says.
Why Summa?
General Catalyst and HATCo were fairly quick in making good on their promise of buying a health system, landing on Summa merely three months after revealing their plan.
To Harrison, it was the right fit at the right time. Summa checked the boxes with its size at 1,300 beds and 1,000 physicians, as well as with its status as an integrated delivery system and the largest provider in its market. Perhaps most importantly, Summa is "ready for transformation," Harrison says.
That readiness partly stems from necessity. Summa has been looking for ways to steady its recent financial instability, which has seen it record an operating loss of $37 million for the first nine months of 2023, following an operating loss of $39 million in 2022. Merging with another system was explored as an option, but Deveny states that it would have, in most cases, led to prices for care going up.
"We felt like we really couldn't just keep doing the same thing of trying to look for ways to cut costs and we weren't generating enough capital to really build the ability to grow at a point that we wanted to," Deveny says. "So this gave us the opportunity to, in some sense, leap forward with a lot of technological opportunities that we had put off."
Summa has been implementing incremental changes and updates to its technology, but still felt like it wanted to go further to meet the needs of people who wanted access to the system. Partnering with HATCo solved the issue of lack of capital and resources.
"It's just getting that extra Miracle-Gro on top of all these great ideas," Deveny says.
'Not a laboratory, but a proof of concept'
How those ideas are executed could ultimately determine whether the partnership is successful.
Conceptually, Summa will allow HATCo to test new technology without the usual restrictions and roadblocks that traditional providers face. However, Harrison is clear that this doesn't make Summa a sandbox where constant trial and error will take place.
"This is not a test bed for extremely immature technologies," he says. "Cliff wouldn't allow us to put a brand new company in here that could potentially have a negative impact on patient care. So we have a real bias towards companies with proven solutions. This is not a laboratory, it's a proof of concept for what we think is the model for the future.
"This is thoughtful. It's intentional. It is open-minded, but I'd say this is bold, it's not risky because Summa is such a good system."
While the function of the technology will be to improve quality and access to care, both Deveny and Harrison recognize that success will still be measured by improved financial outcomes. "Obviously we'd like to see financially that we're doing better than we have been in the last few years and get back to where we were at pre-COVID," says Deveny, who also points to employee retention, growth in Summa's health insurance plan, and education expansion as objectives.
Of course, everything hinges on the deal passing regulatory review, which is no small matter in this case, considering Summa will transition from a nonprofit to a for-profit operator. Deveny and Harrison say they've been working with the Ohio Attorney General's office and the Ohio Department of Insurance, with their commitment to charity care and participation in federal programs like Medicaid and Medicare well received by many government officials. As such, the leaders are not seeing regulatory scrutiny as a "huge issue."
If the acquisition passes, HATCo and Summa have a long road ahead of them to prove the naysayers wrong. History is not on their side and while this undertaking may not have a true precedent, the road to transformative healthcare is paved with new, but failed, ideas.
Harrison and Deveny are ready to change that.
"I really believe that the iterative, thoughtful approach is going to result in a different way of delivering care and because the other people who are running other systems are good folks, they will both by necessity and out of choice adopt some of the lessons learned from us," Harrison says.
The New Jersey-based operators are working towards fully integrating in the coming months.
Atlantic Health System and Saint Peter’s Healthcare System have signed a letter of intent to partner with the ultimate aim of merging, the organizations announced.
A merger would bring New Brunswick, New Jersey-based Saint Peter’s into Morristown, New Jersey-based Atlantic Health’s network of care. Under the agreement, Atlantic Health would also make “significant investments” in Saint Peter’s, including the transition of the latter’s electronic medical record system onto the acquiring party. Saint Peter’s would continue as a Catholic hospital and still abide by the ethical and religious directives for Catholic healthcare services.
The systems said they hope to reach an agreement in the coming months, which will require approval from regulators and the Catholic Church.
“Although Saint Peter’s is stronger today than ever, throughout this journey it has become clear that to assure our future success, we need a strategic partner whose resources, capabilities and values are aligned with our mission,” said Leslie D. Hirsch, president and CEO of Saint Peter’s Healthcare System, in the news release. “We are very excited about the prospect of becoming a part of Atlantic Health as it has an excellent reputation for being a high-quality healthcare provider and our respective cultures are very well aligned.”
Saint Peter’s, the last independent operated health system in Middlesex County, is partly made up of a 478-bed acute-care teaching hospital in Saint Peter’s University Hospital and a state-designated children’s hospital and regional perinatal center.
The system had been on the lookout for strategic partners and in 2019 signed a letter of intent to merge with West Orange, New Jersey-based RWJBarnabas Health. A definitive agreement between the two organizations was signed in 2020 but terminated in June 2022 after the Federal Trade Commission filed a lawsuit to block the transaction for harming competition.
The agency said the combined health system would have had a market share of approximately 50% for general acute care services in Middlesex County, potentially leading to price increases and reduced quality of care.
If the FTC doesn’t step in this time, Saint Peter’s would get a partner in Atlantic Health with more than 550 sites of care, including seven hospitals, and Atlantic Medical Group, comprised of more than 1,600 physicians and advance practice providers.