Latest / Becker’s Healthcare Podcast / Health System M&A, Joint Ventures and Rising Financial Pressure with Alan Condon
Transcript
- 0:02- There's a small circle of people who truly
- 0:04- understand what it takes to lead a health
- 0:05- system right now. The decisions are enormous.
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- 0:22- Becker's fourteenth annual CEO and CFO roundtable
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- 0:28- executive level attendees
- 0:30- and nearly 400 speakers for four days built
- 0:32- around growth, financial sustainability,
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- 0:38- have easy answers.
- 0:39- Join us November second through the fifth in
- 0:41- Chicago.
- 0:42- For the agenda and event details,
- 0:45- visit beckershospitalreview.com
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- 0:49- upper right.
- 0:51- This is Scott Becker with the Becker's health
- 0:53- care podcast.
- 0:55- We're thrilled today to be joined by Alon
- 0:57- Condon, Alon's editor in chief at Becker's health
- 1:00- care. He He follows a lot on the
- 1:02- health system financial and mergers acquisition side.
- 1:05- Allen, I'm gonna tee it up. I I
- 1:07- happen to be following a couple of your
- 1:08- stories this morning about eight systems
- 1:11- that are selling off some of their hospitals,
- 1:13- also about
- 1:14- Maine Health acquiring another hospital, a tenth hospital.
- 1:17- Seems like there's a lot going on in
- 1:19- the mergers and acquisitions world, again, in the
- 1:21- health system spec space. But let me turn
- 1:23- it to you and ask you what you're
- 1:24- following,
- 1:25- and what that's part of it too.
- 1:27- Yeah. No. Absolutely. I think, certainly a massive
- 1:30- uptick in transactions we're seeing really across the
- 1:33- board. We could kinda cover that initial roundup
- 1:35- you'd referenced in your in your opening there,
- 1:37- Scott, in terms of larger systems really divesting,
- 1:41- some strategic assets, some hospitals in certain markets,
- 1:44- just to name but a few. Common Spirit
- 1:46- is offloading multiple hospitals,
- 1:48- community health systems, of course, on the for
- 1:50- profit side,
- 1:52- Skyon Health as well. I think we sold
- 1:54- eight community hospitals earlier this earlier this year.
- 1:57- Providence is also in the mix there. Banner
- 1:59- selling hospitals, Trivia Health. So not not a
- 2:02- ton of hospitals. I think, one or two
- 2:04- in in certain strategic markets, but we may
- 2:06- certainly see
- 2:07- more of this take place over the coming
- 2:09- quarters of months as health systems really dig
- 2:11- into,
- 2:12- their core markets, where they really wanna grow
- 2:14- and potential offload assets that may be underperforming.
- 2:18- I think
- 2:19- while on the topic of further acquisitions transactions,
- 2:22- I think there's a couple of
- 2:24- unique
- 2:25- transactions that we covered very, very recently.
- 2:28- To kinda dive into two of these, I
- 2:29- think first and foremost is the transaction we
- 2:32- covered a little bit ago, but I think
- 2:33- quite unique that we don't see too many
- 2:35- of these.
- 2:36- And that's, mainly this joint venture partnership
- 2:39- proposed
- 2:40- joint venture partnership between Intermountain Health and AdventHealth.
- 2:44- Really, really interesting this one because it seems
- 2:47- that Intermountain and AdventHealth are pursuing this Colorado
- 2:49- joint venture that would closely resemble
- 2:53- a model that we saw Henry Ford Health
- 2:56- and Ascension do in Southwest
- 2:58- Michigan.
- 2:59- Essentially, AdventHealth's
- 3:01- massive operator, I believe, 57 hospitals in multiple
- 3:04- states, Intermountain,
- 3:06- around about a 34 hospital system in in
- 3:08- a in a couple of states as well.
- 3:10- But this joint venture would essentially
- 3:12- combine
- 3:13- eight hospitals, dozens of physician practices,
- 3:16- urgent care, and outpatient facilities across the Denver
- 3:19- area for AdventHealth and Intermountain.
- 3:22- Under this arrangement,
- 3:23- AdventHealth would essentially lead
- 3:26- and manage the daily operations for those facilities
- 3:30- early, early days, but they're anticipating
- 3:32- a potential closing date in early twenty twenty
- 3:34- seven. And, again, I think really interesting just
- 3:37- to kinda see
- 3:38- Intermountain and Appenheld take a leaf or a
- 3:41- page out of the playbook of what Henry
- 3:43- Ford Health and Ascension did in Southwest Michigan,
- 3:46- in 2024.
- 3:48- So just to kinda give readers a quick
- 3:49- update on that particular deal,
- 3:52- the Ascension and Henry Ford deal brought eight
- 3:54- of Ascension's
- 3:55- hospitals in Southeast Michigan. Excuse me. I said
- 3:57- Southwest, Southeast Michigan.
- 3:59- That deal brought eight of Ascension Southeast Michigan
- 4:01- hospitals and their care assets under the Henry
- 4:04- Ford Health brand and the Henry Ford Health
- 4:07- operating structure, and all five of Henry Henry
- 4:10- Ford Health's acute care hospitals,
- 4:12- other care facilities and assets including
- 4:15- its its health plan were also included in
- 4:17- that in that joint venture.
- 4:19- Really, really interesting deal. It's not a it's
- 4:21- not a joint venture that we typically see
- 4:22- much of, but certainly closely echoes and resembles
- 4:25- what that, what we saw from Henry Ford
- 4:28- Health and Ascension.
- 4:29- In both cases,
- 4:30- one health system appears to contribute a significant
- 4:34- regional portfolio,
- 4:35- while the other health system takes responsibility for
- 4:38- management,
- 4:39- clinical integration, and the broader operating platform. So
- 4:43- really, really interesting deal just to kinda It
- 4:45- it
- 4:46- it it seems like the the Trinity Essential
- 4:48- one's relatively new.
- 4:50- We've since we've seen several other these over
- 4:52- the years, and it seems like I'm always
- 4:54- reading stories of them unwinding.
- 4:57- Why is it what drives an advent and
- 5:00- intermountain to go after this model versus going
- 5:02- it alone? And I know that should be
- 5:05- obvious, I guess, that each of them have
- 5:06- some assets in the community, but not so
- 5:08- many assets in the community to make it
- 5:09- a strong presence.
- 5:10- But but it seems like so many of
- 5:12- these end up not
- 5:14- going great.
- 5:15- So so what drives the decision to do
- 5:17- something, this joint venture arrangement versus taking it
- 5:20- themselves?
- 5:21- Or have they talked about that?
- 5:23- That's a great question. I think they've they've
- 5:25- kinda shared a little bit of insight from
- 5:27- what we heard from the CEOs in terms
- 5:29- of the initial news release. So I think
- 5:31- more certainly to come on that. And from
- 5:33- what we go back to Intermountain's president CEO,
- 5:36- Rob Allen, he talked about
- 5:38- the opportunity to create a more connected
- 5:41- regional care network between these two powerhouse nonprofit
- 5:44- systems.
- 5:46- Intermountain, of course, doesn't have as much of
- 5:48- a presence within that Denver area as as
- 5:50- Advent helped us. But you really look into
- 5:53- you leverage a combined partnership or venture,
- 5:56- to create this connected regional care network there.
- 5:59- But I I think to your point, Scott,
- 6:00- it it is an interesting,
- 6:03- trend. We've seen a certainly an uptake in
- 6:05- these types of joint ventures that have been
- 6:08- unwinding across the country,
- 6:10- working out for maybe different reasons. I'm not
- 6:12- working out for other reasons. I think, speaking
- 6:15- to some some Intermountain executives in the coming
- 6:17- weeks and I've been held as well, they
- 6:18- kinda get a deeper insight into how they
- 6:20- see this playing out, how they envision it,
- 6:22- how closely it does resemble other joint ventures.
- 6:25- So more to come certainly there, but I
- 6:27- think an interest in turn and interest in
- 6:30- transaction that both of those big, big, large
- 6:32- nonprofit systems are pursuing,
- 6:34- in Colorado.
- 6:35- No. But it does seem to be the
- 6:38- point there. Each are contributing assets, each by
- 6:41- themselves,
- 6:42- might not have enough assets to really compete
- 6:45- with the HCA's in that area or with
- 6:47- the with the University of Colorado in that
- 6:49- area and some of the other systems. So
- 6:51- maybe combining assets
- 6:53- allows them to have a more significant presence
- 6:55- and provide better services,
- 6:58- probably a better word than to compete better,
- 7:00- but they have a more significant presence be
- 7:02- a magnet for
- 7:04- staff, for physicians, for patients, and so forth
- 7:06- that they can combine those efforts. It it
- 7:08- just seems like there's been so much of
- 7:10- that. There was another joint venture that was
- 7:11- that I think common spirit was part of
- 7:13- in that area of the world that ended
- 7:15- up unwinding as well. And so I I
- 7:17- do I do wonder in the long run
- 7:19- whether when systems are in these joint ventures,
- 7:21- whether they end up with
- 7:24- not as much commitment to them as to
- 7:26- when they really own it as part of
- 7:28- their own system directly, but maybe it's the
- 7:30- right compromise for this region and and it's
- 7:32- an openness to looking at it a different
- 7:34- way.
- 7:35- Yeah. Yeah. Absolutely. And I think there there
- 7:37- hasn't been much disclosed on the the future
- 7:39- brand of this joint venture yet. The governance
- 7:42- structure or ownership percentages. I think more to
- 7:45- come there. But I think to your point,
- 7:46- Scott, yeah, I think that model certainly in
- 7:48- the in that region of the country can
- 7:50- allow those systems to maybe combine that scale,
- 7:52- that market reach,
- 7:53- without completing maybe a full on
- 7:56- conventional acquisition or maybe a full corporate merger.
- 7:59- But,
- 8:00- I'm certainly interested to kind of pay attention
- 8:02- to how that deal plays out and how
- 8:03- regulators look at all coming quarters.
- 8:05- Really interesting. And your point on the regulators
- 8:07- is not to be understated because there's always
- 8:09- big concerns about when you joint venture between
- 8:11- two large systems, does it create antitrust issues
- 8:14- and take away a competitor or not? And
- 8:16- what will that look like too? But I
- 8:17- think that's actually a great point as well,
- 8:19- how the regulators will take a look at
- 8:21- that too. Fascinating.
- 8:22- So, Alan, that's one story, and that's really
- 8:25- interesting. It's around in the advent getting together
- 8:27- in the Colorado market or the Denver market.
- 8:30- What else are you watching closely currently that
- 8:32- that is top of mind?
- 8:34- Yeah. I I think,
- 8:36- nice segue here on on on the point
- 8:37- of regulators. I think
- 8:39- a smaller deal, but I think just certainly
- 8:41- interest in unique. Jumping over to to Oregon,
- 8:44- we've been covering this deal for last couple
- 8:46- of months, and that's Oregon's,
- 8:48- attorney general attorney general this week has
- 8:52- fast tracked essentially approved this merger between Salem
- 8:55- Health, the two hospital system in Oregon, and
- 8:58- San Antonio Memorial Hospital, one one hospital system
- 9:00- there as well.
- 9:02- I think this is an interesting, slightly unique
- 9:04- case as well and that this merger was
- 9:06- announced in in January.
- 9:08- But we just saw last month that the
- 9:10- house systems filed for an emergency exemption last
- 9:14- month to allow this proposed merger to proceed
- 9:17- without a full
- 9:19- state health care market review. So,
- 9:22- Santiam Memorial had warned regulators that it faced,
- 9:25- imminent risk of insolvency,
- 9:28- citing declining profits, the need to replace its
- 9:31- its EHR system.
- 9:33- It said it's got an epic contract that
- 9:34- terminates in 2027
- 9:36- and that it really has to begin transitioning
- 9:39- to a new a new EHR system by
- 9:41- September of this year. So that's just coming
- 9:43- next month, but
- 9:45- really lacks the capital for the project. So
- 9:47- insolvency, a huge, huge issue for Santee Memorial,
- 9:51- led it to to file this emergency exemption
- 9:53- for this,
- 9:54- for this for this state health care review.
- 9:56- So
- 9:57- Oregon state regulators have now granted the the
- 10:00- the systems an emergency exemption,
- 10:03- citing really an urgent threat to health care
- 10:05- access in the region. So because of that
- 10:08- exemption,
- 10:09- the the state health care agency cannot impose
- 10:12- conditions on the deal. It cannot conduct any
- 10:15- follow-up reviews under current state law as well.
- 10:18- I think, again, it's a two hospital system
- 10:21- and an independent hospital emergency there in Oregon,
- 10:23- but we we know how difficult, and how
- 10:26- acute the challenges have been in the Pacific
- 10:28- Northwest,
- 10:29- specifically in relation to workforce,
- 10:31- how hospitals are performing there as well. I
- 10:34- think it's quite rare that we see health
- 10:36- systems file for this kind of emergency exemption
- 10:39- to to fast track this merger and perhaps
- 10:41- even more rare that state regular regulators actually
- 10:44- sign off on it, but certainly shows that
- 10:46- the increasing pressure that many hospitals and hospitals
- 10:48- systems are under and what regulators might be
- 10:51- willing to do to make sure they're preserving
- 10:53- health care access in those in those regions
- 10:54- as well.
- 10:56- Yeah. No. I think that's I I think
- 10:58- that's exactly, right. I mean, you give Oregon
- 11:00- some credit
- 11:03- for for actually
- 11:05- moving forward and the expediting this and and
- 11:07- noting the real
- 11:08- challenges
- 11:09- and and real problems out there. Right? I
- 11:11- mean, is it you really give him credit
- 11:13- that.
- 11:14- Absolutely. Yeah. And I think, you know, we've
- 11:17- speaking of kind of,
- 11:18- mergers, acquisitions, unwinding as well, staying in Oregon,
- 11:21- we we focus on OHSU,
- 11:23- Oregon Health, and and certain sciences university.
- 11:26- There's a sales system that tried to merge
- 11:28- with another health system quite a while ago.
- 11:30- That never made it get over the line.
- 11:32- They're also looking at a new partnership there.
- 11:34- I think there's multiple,
- 11:35- proposed deals and transactions at hospitals and health
- 11:38- systems within Oregon at the moment that are
- 11:40- currently waking making its way through regulators.
- 11:43- Definitely in a part of the country that
- 11:45- was,
- 11:46- more acutely challenged in some cases, but I
- 11:48- think a lot of good work been done
- 11:49- there by health care leaders.
- 11:51- Hopefully, more optimism to come down the line.
- 11:53- But we'll pay close attention to to m
- 11:55- and a activity in Oregon and the wider
- 11:57- Pacific Northwest as well. Certainly, a very interesting
- 11:59- part of the country.
- 12:01- Completely. And it should see a state that's
- 12:03- been so regulatory prone
- 12:05- giving the the wave to this to move
- 12:06- it forward and and avoid more problems because
- 12:09- the last thing they want is another hospital
- 12:10- closing. And it's interesting to see him actually
- 12:12- be flexible and show that approach. I I
- 12:14- admire it.
- 12:15- I might to be to be admired, and
- 12:17- I wonder if maybe other states, Scott, might
- 12:19- might take a leak take a leak out
- 12:21- of that playbook as well. Certainly, they're they're
- 12:22- they're not alone. And then the hospitals here
- 12:24- are kinda quite struggling independent hospitals looking for
- 12:26- partnerships, looking for that larger health system partner.
- 12:29- Many, many at risk of insolvency as well.
- 12:31- I wonder if we might see other state
- 12:33- regulators take a take a a closer look
- 12:36- and a similar look at transactions,
- 12:37- in their own states as well.
- 12:40- Eowen, a 100%. I I I wanna thank
- 12:42- you as always for joining us on the
- 12:44- Becker's Healthcare podcast. You bring such clarity of
- 12:46- thought to what you do. Just fantastic.
- 12:49- Love today discussing both the Advent Intermountain
- 12:52- deal in in Denver,
- 12:54- as well as the Salem Hospital in Oregon
- 12:57- moving forward to prove that and move it
- 12:59- past the regulatory challenges because of potential financial
- 13:02- problems and the and the risk of closing
- 13:04- down. Alan, as always, thank you so much
- 13:06- for joining us today at the Beckers HealthCare
- 13:08- podcast. Just fantastic. Thank you. Scott, always a
- 13:11- pleasure. Thanks so much.