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The Case for Not Merging: UW Health's Joint Operating Agreement with UPH-Meriter · The Strategy Catalyst Dispatch

• 0:00
  Peter Newcomer: So, It is, a contract that we are glad we started the way we did because it's made us all say these decisions are made for the long term, not for the next year or two, or through this CEO's, tenure, that COO's tenure.
• 0:14
  Peter Newcomer: This is for the two organizations to be there for our communities for the long term.
• 0:22
  Anika (2): Welcome to the Strategy Catalyst Dispatch, a podcast from the Strategy Catalyst team at the Health Management Academy.
• 0:29
  Anika (2): I'm your host, Anika Rashid Senior Analyst, and each episode we'll explore The trends and insights shaping healthcare strategy today.
• 0:37
  Anika (2): Let's dive in.
• 0:44
  Anika (2): When a health system has a capacity problem and is running out of beds, what are the options?
• 0:49
  Anika (2): You can build more, but that's expensive and takes a long time.
• 0:53
  Anika (2): You can try to merge with someone who has capacity, but the FTC makes that quite difficult these days.
• 0:58
  Anika (2): Or you can get creative.
• 1:01
  Anika (2): That's what UW Health did.
• 1:03
  Anika (2): They've pursued a few different strategies to address capacity constraints within their system, including a hospital at home program.
• 1:10
  Anika (2): We're gonna touch on how they navigated that, but the bigger strategic move and the focus of today's conversation is their joint operating agreement with Unity Point Meritor, a community hospital in their market that they used to compete with.
• 1:22
  Anika (2): And when I say compete, I mean really compete.
• 1:25
  Anika (2): This relationship wasn't always the prettiest, but they've come a long way since then.
• 1:29
  Anika (2): today.
• 1:30
  Anika (2): They operate what my guest, Dr.
• 1:31
  Anika (2): Peter Newcomer, senior Vice President and Chief Operating Officer at UW Health calls a system of care, financially aligned, strategically coordinated, but still legally separate.
• 1:42
  Anika (2): and it's been running smoothly for several years now.
• 1:45
  Anika (2): What struck me most in this conversation was how candid Pete was about where this relationship started.
• 1:50
  Anika (2): We're talking court proceedings and where it's ended up, and he said something that I found really surprising.
• 1:56
  Anika (2): He wonders whether this arrangement has been more successful than even a full merger would've been.
• 2:02
  Anika (2): Throughout the conversation, you'll hear a few themes keep surfacing.
• 2:05
  Anika (2): Mutual benefit, constant communication, shared goals for the community, and always keeping the long-term picture in mind.
• 2:14
  Anika (2): I'm joined by Dr.
• 2:15
  Anika (2): Peter Newcomer, senior Vice President and Chief Operating Officer at UW Health.
• 2:20
  Anika (2): Pete recently presented on this work at the Health Management Academy's COO forum, and I wanted to bring that conversation to our strategy audience.
• 2:28
  Anika (2): Pete, thanks so much for joining us today.
• 2:30
  Peter Newcomer: Thanks for having me, Anika.
• 2:32
  Anika: So before we get into the specific strategies, can you paint a picture of what UW Health was facing that made you think differently about capacity a few years ago?
• 2:43
  Anika: set the scene for some of those specific capacity moves that you made later, such as hospital at home and that JOA with Meritor that we're gonna get into.
• 2:50
  Peter Newcomer: Yeah, happy to do that.
• 2:52
  Peter Newcomer: Here at UW Health, we have had a long-term issue with access.
• 2:55
  Peter Newcomer: and providing access, not just for the communities we serve, but for the regions around us that come to us for specialty care in particular.
• 3:03
  Peter Newcomer: at the time that we were, thinking about coming together with Meriter, it was, as much of an issue as it is now.
• 3:11
  Peter Newcomer: We were also looking at our long-term planning for inpatient beds, specifically and what we needed to do from a standpoint of inpatient capacity expansion.
• 3:20
  Peter Newcomer: Meriter was, not full.
• 3:22
  Peter Newcomer: at the time.
• 3:23
  Peter Newcomer: They were about half full from the standpoint of inpatient beds, and we were.
• 3:27
  Peter Newcomer: pushing 90 plus percent regularly from a standpoint of bed utilization in our inpatient facilities.
• 3:34
  Peter Newcomer: And so we knew that that would be a lot quicker to find a way to work with Meriter, our community, competitor at the time, rather than, building more beds.
• 3:44
  Peter Newcomer: And of course, it would be cheaper and better for the community to use capacity rather than just build more on our own.
• 3:52
  Anika (2): Right.
• 3:52
  Anika (2): So what I'm hearing is you wanted to capitalize on that capacity that already existed somewhere in your community rather than build it out.
• 3:59
  Peter Newcomer: exactly.
• 4:00
  Peter Newcomer: And you know, looking back now, this far into the future, from that period of time, it just seems completely obvious that that was the way to go.
• 4:09
  Peter Newcomer: But there are a lot of hurdles to overcome in getting us together and aligning.
• 4:14
  Peter Newcomer: What we were doing is two different organizations to provide access for our community together.
• 4:19
  Peter Newcomer: And, you know, we've been able to do that.
• 4:21
  Peter Newcomer: We've filled up all of those beds, over the last, decade, and now we're actually back to the drawing board of adding more beds that we have to build.
• 4:30
  Peter Newcomer: but it was a good thing to, optimize what was already in front of us.
• 4:35
  Anika: Definitely And I know that access is a perennial challenge for, for many health systems.
• 4:39
  Anika: I know it's top of mind for, the entire C-suite in our annual CXO priority survey.
• 4:45
  Anika: Improving patient access ranked in the top three priorities across every executive role we surveyed, and I believe it's actually the number one priority for CSOs and CFOs.
• 4:54
  Anika: So it really is a full C-suite issue, but pivoting really quickly from that hospital at home was also one piece of your capacity strategy.
• 5:03
  Anika: so for CSOs who are evaluating that model, what was the strategic rationale or business case for that, Especially considering, uh, all the CMS shifts that we've seen.
• 5:14
  Anika: I think that at the forum in November you had shared that you had pivoted in just two weeks after the waivers expired.
• 5:22
  Anika: and then I know there's obviously been a lot of changes since then, and now they've been extended through 2030.
• 5:27
  Anika: So maybe you can give an update there as well.
• 5:29
  Peter Newcomer: Sure.
• 5:30
  Peter Newcomer: Yeah, no.
• 5:31
  Peter Newcomer: So, you hit the strategic business case when you were framing the question.
• 5:34
  Peter Newcomer: We still have capacity and access issues, and I expect we'll have those for years to come.
• 5:39
  Peter Newcomer: it does make hospital to home a much more viable strategy when, you know, you can fill, the beds that you empty, by taking care of them in their homes.
• 5:49
  Peter Newcomer: So it really wasn't that.
• 5:51
  Peter Newcomer: Complicated of a decision for us.
• 5:53
  Peter Newcomer: It's a complicated process to go through to build that program, of course.
• 5:56
  Peter Newcomer: But the decision was pretty straightforward for us with all of the demand for our beds.
• 6:02
  Peter Newcomer: We routinely have people waiting in the region to get to our inpatient facilities, And by getting patients out earlier, we can meet the needs of those patients in a more timely way.
• 6:13
  Peter Newcomer: the government shutdowns in this particular world, were significant.
• 6:18
  Peter Newcomer: because it was a CMS waiver at the time, our federal government shutdown here over the winter.
• 6:23
  Peter Newcomer: And, just recently in the beginning of this year, both times, we transitioned to a transfer model rather than.
• 6:31
  Peter Newcomer: An inpatient model.
• 6:32
  Peter Newcomer: So we would discharge a patient who might not have been discharged as quickly, and then put them into our home-based program when the waiver went away to pay us for those inpatient to inpatient transitions.
• 6:42
  Peter Newcomer: So we were able to build that, functionality really very quickly.
• 6:46
  Peter Newcomer: And it wasn't, lost on us that it may occur again.
• 6:49
  Peter Newcomer: So we were ready when it happened again.
• 6:51
  Peter Newcomer: And that was an easy transition for us over a weekend when the government shut down again here, just recently, just for a few days, we, we switched over to a transfer model again for those couple of days before things got sorted out at the, federal government government level.
• 7:05
  Peter Newcomer: And of course, that hopefully won't happen again now that they've extended the waiver.
• 7:08
  Peter Newcomer: as far as they have, and our program is, really building rapidly and trying to get to what is a typical inpatient census of about 15 to 17 patients, which we're not at yet.
• 7:18
  Peter Newcomer: We're not one of the biggest programs in the country by any means, but it's been a useful tool for us to help with that inpatient.
• 7:26
  Anika: hopefully no more shutdowns as you said.
• 7:28
  but it sounds like what you've been able to do is build that operational muscle to adapt quickly when the rules change.
• 7:35
  Anika: building off of that, you had mentioned, at your presentation in November that there was still some internal debate, even with the positive ROI, what's kind of driving that skepticism?
• 7:47
  Peter Newcomer: I mean, even since that conversation, that I had.
• 7:51
  Peter Newcomer: here in the fall of 2025, we've had increasing buy-in to the hospital home program based on our results, based on, the fact that even with all of the staffing that is required and the resources that are needed from a standpoint of supplies and, equipment, that is needed in the home.
• 8:09
  Peter Newcomer: Even with all of that, we can show the positive return of the program in total.
• 8:14
  Peter Newcomer: In particular from a standpoint of opening up those inpatient beds for the complex care that is required from our regional partners, here at UW Health.
• 8:23
  Peter Newcomer: So.
• 8:23
  Peter Newcomer: More and more of the organization is completely bought into this program and it's been a nice transition even over the last six months.
• 8:31
  Peter Newcomer: it is resource intensive though, so, you know, it does pull from other parts of the organization.
• 8:36
  Peter Newcomer: And one of the areas that was worried when we were first setting it up was our nursing leadership team.
• 8:41
  Peter Newcomer: You know, who are we gonna be competing for?
• 8:42
  Peter Newcomer: Those nurses, that help us in the inpatient setting, which is always a challenge from a standpoint.
• 8:47
  Peter Newcomer: Of, staffing as well.
• 8:49
  Peter Newcomer: And, you know, it, it did a little bit compete with that.
• 8:51
  Peter Newcomer: But over time, as people settle into what they want to do, whether that's home-based hospital care or inpatient, at, at the hospital, hospital care, that has really settled down and we've got a pretty stable workforce right now.
• 9:04
  Peter Newcomer: that's actually increasing in size, in both areas.
• 9:07
  Anika: So it sounds like ultimately what this does is allow your system and the workforce to have more options once you kind of get settled into it.
• 9:16
  Peter Newcomer: Yes, absolutely.
• 9:18
  Anika: so Hospital at home was one piece of the capacity relief strategy.
• 9:22
  Anika: but before that, as you had said, the goal was ultimately more beds.
• 9:27
  Anika: So talk me through how that led you to Meritor.
• 9:30
  Anika: talk us through some of those early conversations.
• 9:33
  Anika: Ultimately, you were competitors before.
• 9:35
  Anika: What made that partnership feel possible and necessary?
• 9:39
  Peter Newcomer: you know, we've come a long way from where we were in the 2010 era.
• 9:45
  Peter Newcomer: so, you know, 15, 16 years ago, we were really, at odds with, meriter and in direct competition and, and in sometimes having.
• 9:54
  Peter Newcomer: enough, competition and disagreements that we ended up in court proceedings at times between the two organizations.
• 9:59
  Peter Newcomer: So it wasn't a happy relationship that we just culminated in this joint operating agreement.
• 10:04
  Peter Newcomer: It was a very difficult relationship between two health systems for many years.
• 10:09
  Peter Newcomer: So it was a long way from where we started to where we are now, where.
• 10:13
  Peter Newcomer: They are part of us and, and we're part of them.
• 10:16
  Peter Newcomer: It's a really great partnership now.
• 10:19
  Peter Newcomer: but it was, it was clear to both of us that we had something to gain and, for, our community partner, which is Unity Point Health Meritor, it was utilizing the resources that were in front of them, getting those beds filled with patients, and being able to have all of their teams.
• 10:35
  Peter Newcomer: Operate at full capacity.
• 10:36
  Peter Newcomer: And for us it was the same thing.
• 10:38
  Peter Newcomer: It was getting our patients cared for there, so that we could open up some of our tertiary and quaternary beds at our academic main hospital for those patients, both locally and regionally.
• 10:49
  Peter Newcomer: And, so once we kinda got past that, fighting over the competitive things that come up between health systems and the same community.
• 10:56
  Peter Newcomer: you know, today I pick up the phone to call and talk to the president, of UPH Meriter on a regular basis about things big and small, and we don't ever have alignment issues anymore.
• 11:07
  Peter Newcomer: So if you talked to someone back in 2010 and you showed him where we are today, I, I don't think they'd actually believe it, but we did have that aligned.
• 11:16
  Peter Newcomer: We both need something outta this deal and it was a win-win, which are always the best deals.
• 11:21
  Anika: So you had shared goals, and that's what made, that's what made this possible.
• 11:24
  Anika: You had shared issues and shared goals,
• 11:26
  Peter Newcomer: Yes,
• 11:27
  Anika: so why did you pursue, a JOA instead of a looser arrangement?
• 11:33
  Peter Newcomer: when we were looking at the opportunity, we knew we needed to align our strategies.
• 11:40
  Peter Newcomer: And the best way to do that would probably have been a complete merger, but that wasn't possible for many reasons, including you, you know, the risk that the feds wouldn't allow us to do that.
• 11:49
  Peter Newcomer: Also because Unity Point Health Meriter wanted to remain part of Unity Point Health.
• 11:53
  Peter Newcomer: That, merger of Meriter into Unity Point Health had happened not more than a couple years prior to our discussions.
• 11:59
  Peter Newcomer: And so we said, what is the most aligned we can be?
• 12:03
  Peter Newcomer: And it really was this joint operating, agreement where we were.
• 12:07
  Peter Newcomer: Aligned not just in contractual form, but financially, completely financially, aligned.
• 12:14
  Peter Newcomer: And that to me has been the thing that has helped us do everything we've needed to do over time with the JOA.
• 12:20
  Peter Newcomer: When we say move a program out of.
• 12:23
  Peter Newcomer: Our community partner to our system, and we've done that multiple times.
• 12:28
  Peter Newcomer: programs that most community hospitals would not allow, to leave because of the finances of it.
• 12:32
  Peter Newcomer: Things like orthopedics or cardiothoracic surgery, which are two of the programs that moved out of murder.
• 12:38
  Peter Newcomer: We knew that together we were gonna be successful by consolidating a program in one place and that the financial benefits of that and the.
• 12:46
  Peter Newcomer: Ease of operation, benefits of that would accrue to the whole rather than to just one part.
• 12:51
  Peter Newcomer: And so those conversations were not, easy, but they weren't as difficult as they would be otherwise.
• 12:56
  Peter Newcomer: And, we were able to keep our eyes on the long-term strategy of doing things really well, whether that's orthopedic care or cardiothoracic surgery and cardiothoracic care, and doing it, in the most efficient way at the most reasonable place for those patients.
• 13:13
  Anika: So the JOA really allows you to be as strategically aligned as possible, whereas a looser arrangement.
• 13:20
  Anika: It, it might be harder to follow through on that or, or really make sure that you're both, benefiting equally,
• 13:25
  Peter Newcomer: That's right.
• 13:26
  Peter Newcomer: And, you know, we did other things, that helped us to align.
• 13:29
  Peter Newcomer: We, we talk about the finances being aligned, meaning that our bottom line for the organization today, how well we do financially is how well Meritor does financially.
• 13:39
  Peter Newcomer: It's a bit of a complicated arrangement, but there's no doubt in any leader's mind that if Meritor is successful or UW Health is successful.
• 13:46
  Peter Newcomer: We're both successful both financially and operationally, but we also aligned physicians, we aligned our insurance, organizations.
• 13:54
  Peter Newcomer: At the time, we had separate.
• 13:56
  Peter Newcomer: HMOs, that were aligned with both organizations and we put, we put them into one of those two.
• 14:02
  Peter Newcomer: And for the physicians, we aligned all of our specialists.
• 14:04
  Peter Newcomer: We said we can't have different group of specialists with different ideas about how we're gonna provide care.
• 14:09
  Peter Newcomer: We're gonna manage all of the specialty care in, UW Health in our departments through the UW School of Medicine and Public Health.
• 14:16
  Peter Newcomer: And, Meriter can maintain, management of the primary care, hospitalist care, and emergency department care.
• 14:24
  Peter Newcomer: But that alignment of physicians, of the insurance organizations that were there prior, and of course, the bottom line, was all a part of the success of our JOA.
• 14:36
  Anika: Was there any pushback there?
• 14:38
  Peter Newcomer: yeah.
• 14:38
  Peter Newcomer: I mean, we had physicians who didn't work in an academic practice who we said, here's the timeframe from where you are today to where you're gonna be in the future, because we didn't really give them a choice.
• 14:49
  Peter Newcomer: Most had worked with us more loosely for many years, and it was straightforward.
• 14:54
  Peter Newcomer: others were a little bit more concerned and wanted to work through that over the period of, you know, what was many months.
• 15:00
  Peter Newcomer: but we said there's an end date to that.
• 15:02
  Peter Newcomer: and then there were a couple that, ended up not being in the organization, but I don't remember it being more than one or two out of the dozens of specialists that were there that, left the combined organization.
• 15:12
  Peter Newcomer: So it was really a very successful transition.
• 15:16
  Anika: Gotcha.
• 15:17
  Anika: you kind of got at my next question already, how you arranged the financial arrangements so that both parties incentives were aligned.
• 15:23
  Anika: Is there anything else you would wanna add to that?
• 15:25
  Peter Newcomer: No, I mean, I think it was just being agnostic to where the patients were.
• 15:29
  Peter Newcomer: the success of the organization is the, is the success for UPH Meriter and the success for UW Health so that, a patient could get the care.
• 15:36
  Peter Newcomer: That they needed in the right place rather than even where they showed up.
• 15:40
  Peter Newcomer: So today, when a patient comes into any of our ERs in town and we have.
• 15:45
  Peter Newcomer: Four, areas where they can come in.
• 15:47
  Peter Newcomer: Three that are ours and one that is meriter.
• 15:50
  Peter Newcomer: we have a system triage process where we evaluate where that patient should go in our system of care.
• 15:57
  Peter Newcomer: so a patient could come into our academic hospital into the busy ER that is there.
• 16:03
  Peter Newcomer: We may decide that they can get great care at UPH Meriter, and so we will transfer them to UPH Meriter from our ER across town and vice versa.
• 16:13
  Peter Newcomer: A so there are patients being moved through the system of care between ERs, between the hospitals.
• 16:18
  Peter Newcomer: On a hourly, daily basis.
• 16:20
  Peter Newcomer: And it is good for our system to keep all of our beds with the right type of patients and we think it's good for our patients'cause it helps us get more patients through our system of care.
• 16:28
  Peter Newcomer: So that's a little bit unusual as well, sharing patients between a community hospital and an academic health system.
• 16:34
  Peter Newcomer: in that kind of broad of a way.
• 16:36
  Anika: But regardless of which door the patient enters in through first, both Meritor and UW Health are benefiting together because those incentives have already been aligned.
• 16:46
  Peter Newcomer: Exactly.
• 16:47
  Peter Newcomer: And we're utilizing all of our resources, to, the extreme where we're saying, listen, we only have so many resources.
• 16:53
  Peter Newcomer: How do we provide the most care for the most patients?
• 16:56
  Peter Newcomer: And do that in the right place for those patients.
• 16:58
  Peter Newcomer: Of course.
• 16:59
  Anika: so now when you're at the point of your thinking about building more beds, it's because you had already maximized what was already there.
• 17:06
  Peter Newcomer: Exactly.
• 17:08
  Anika: so you've said that you have sitting on both boards and the UW Health controls the strategy.
• 17:14
  Anika: While each entity ultimately manages its own day-to-day operations, do you make that shared governance work while you're still separate organizations?
• 17:24
  Peter Newcomer: Yeah, well, Probably even more complex than the fact that we have, two boards, which any organization that would come together like this would at the.
• 17:32
  Peter Newcomer: University of Wisconsin and UW Health, we have an authority board.
• 17:36
  Peter Newcomer: So, that authority board at UW Health is an, all ex officio and political appointments basically.
• 17:42
  Peter Newcomer: so Meriter is part of that board, but they're non-voting.
• 17:44
  Peter Newcomer: It's per state statute, how our board is, developed.
• 17:47
  Peter Newcomer: So that makes it even more complicated.
• 17:49
  Peter Newcomer: but we have a, a member of their board.
• 17:51
  Peter Newcomer: They have an non-voting member of ours.
• 17:52
  Peter Newcomer: But more importantly than that, and this is what I say to anyone who asks this question about governance, governance is important of course, but even more important is the ongoing day by day communication.
• 18:04
  Peter Newcomer: You know, any relationship can have a contract in place, to set that relationship up.
• 18:09
  Peter Newcomer: But unless you have, people who are willing to.
• 18:12
  Peter Newcomer: Reach out about every issue, big and small, and communicate at all levels.
• 18:17
  Peter Newcomer: You're not gonna be successful.
• 18:19
  Peter Newcomer: Whether that's a family or whether that's two organizations.
• 18:21
  Peter Newcomer: And as I said earlier, we pick up the phone and we call our partners, at Meriter whenever something comes up.
• 18:28
  Peter Newcomer: And I oftentimes see something coming in the future that might.
• 18:33
  Peter Newcomer: be a concern for Meriter and I will pick up the phone right away and call, our, CEO and president there, James Anette, and say, Hey James, just so you're aware, I don't want you to think that anything's weird about this thing that we're talking about, and you just need to be aware.
• 18:46
  Peter Newcomer: And he does the same thing with me.
• 18:48
  Peter Newcomer: It's that everyday communication that builds the trust, of course, but also makes it work.
• 18:53
  Peter Newcomer: That's the secret sauce for sure.
• 18:56
  Anika: Sounds like a really.
• 18:57
  Anika: Open and communicative, mutually beneficial relationship.
• 19:01
  Anika: was there any kind of, change management that needed to happen to make that relationship as open as it is?
• 19:09
  Peter Newcomer: Yeah, I mean, you know, it is like any, combination of teams you need a lot of, communicating about how both organizations work at the beginning.
• 19:20
  Peter Newcomer: you need to have aligned goals first, but then you need to communicate about how we work, and then you just need to prove that you are going to have the best interest of the joint operating agreement, what we call the today, the system of care in mind.
• 19:34
  Peter Newcomer: And so if I have to make a decision about, you know, what we're gonna do from a standpoint of growth.
• 19:41
  Peter Newcomer: I want to think about how is this gonna affect UPH Meriter and I wanna make sure that I'm communicating with them about those growth opportunities and vice versa.
• 19:50
  Peter Newcomer: If you're doing that and you do that repetitively over time, that's how you build that relationship.
• 19:55
  Peter Newcomer: But there was a lot of, explaining, how this was gonna work at the beginning.
• 19:59
  Peter Newcomer: You know, I sat in many rooms talking with doctors and, advanced practice providers, other team members, and explaining the deal and how that was gonna help us be successful over time.
• 20:11
  Peter Newcomer: And, you know, at first, like any deal, a lot of the frontline staff is a little bit suspicious, about the goals, but.
• 20:17
  Peter Newcomer: As we worked through that first couple of years and people started seeing that we were filling up beds at Meritor, we were turning away less patients at UW Health.
• 20:24
  Peter Newcomer: In fact, we went from what was dozens of patients on our waiting list to zero for a period of many months.
• 20:31
  Peter Newcomer: so we were getting every patient in and everyone saw that, and everyone felt that patients and physicians, no one likes not being able to get a patient into your health system.
• 20:39
  Peter Newcomer: They saw that and, recognized what we were doing.
• 20:42
  Peter Newcomer: Was working.
• 20:43
  Peter Newcomer: And so that helped, you know, kind of then self propagated even further forward when we had the next step that we wanted to move in our system of care.
• 20:51
  Peter Newcomer: So I think everybody thinking about it as a system of care and not my organization in your organization has really helped a lot.
• 20:58
  Anika: So it sounds like while there was a period of obviously getting buy-in from everyone at the beginning, eventually the results just started to speak for themselves.
• 21:08
  Anika: I wanna dig deeper on some of the results that you've seen, but before we go to that, I think you said in your presentation in November that the contract is pretty much evergreen, so that's a pretty big strategic commitment.
• 21:20
  Anika: did you think about the trade off between the long-term stability there and then also preserving optionality?
• 21:27
  Peter Newcomer: Yeah, when we were sitting at the table and talking about bringing, these organizations together, we.
• 21:34
  Peter Newcomer: Knew there are different ways to approach that.
• 21:36
  Peter Newcomer: One that's really more, Transactional.
• 21:39
  Peter Newcomer: And one that's more about we are going to serve our communities together for the long term.
• 21:44
  Peter Newcomer: And because we're not gonna merge, we want that to look as close to a merger as is legally possible.
• 21:50
  Peter Newcomer: And so we really didn't put too many, outs in the contract.
• 21:54
  Peter Newcomer: It is very difficult for us to get outta the contract and we don't want to, right.
• 21:58
  Peter Newcomer: We want to hold ourselves to that long-term view for our communities and, You know, I, I, I think the sign of any successful contract is that no one's pulling it out and looking at it.
• 22:08
  Peter Newcomer: Right?
• 22:08
  Peter Newcomer: you know, the, the day that we are jumping back to the contract we signed years ago and saying, you're not living up to X, Y, or Z is the day we're not communicating well.
• 22:15
  Peter Newcomer: because we do more than was in that contract in many ways.
• 22:19
  Peter Newcomer: And sometimes we don't even hold ourselves to what was in it because it's not the right thing for our system of care today, now 10 years later.
• 22:26
  Peter Newcomer: So, It is, a contract that we are glad we started the way we did because it's made us all say these decisions are made for the long term, not for the next year or two, or through this CEO's, tenure, that COO's tenure.
• 22:40
  Peter Newcomer: This is for the two organizations to be there for our communities for the long term.
• 22:46
  Anika: So it's for the benefits of both of you, but also the community as a whole, and that's what keeps you aligned.
• 22:51
  Anika: it's, that shared commitment is what I'm hearing.
• 22:54
  Peter Newcomer: Absolutely.
• 22:56
  Anika: when it comes to some of the results that you've seen from, you know, the JOA over the years, said that Mariner's average daily census went from 98 to 170.
• 23:07
  Peter Newcomer: Yeah.
• 23:08
  Anika: unlock for UW Health?
• 23:10
  Peter Newcomer: I mean the obvious, which is access.
• 23:12
  Peter Newcomer: And you know, that wasn't like that happened in a day.
• 23:14
  Peter Newcomer: There was, a lot of work to get through and not just the communication and getting buy-in from the organizations, but the flow of patients between.
• 23:23
  Peter Newcomer: Hospitals is challenging, and you need to be careful with how you do that so that you're making sure that you're protecting those patients and you're not sending an unstable patient, or you're not confusing the regional partners who are sending patients into our community.
• 23:36
  Peter Newcomer: And so that took some time, but at this point, they are basically as full as we are.
• 23:42
  Peter Newcomer: And so now we're.
• 23:43
  Peter Newcomer: on the cusp of finishing some new, inpatient towers that have been being built over the last couple of years.
• 23:49
  Peter Newcomer: So we delayed our need for a new hospital tower by years, and we delayed that capital outlay by years because of that.
• 23:57
  Peter Newcomer: But it isn't, you know, just about the inpatient beds.
• 23:59
  Peter Newcomer: it's really been about.
• 24:01
  Peter Newcomer: What can we do together that we couldn't do separately?
• 24:04
  Peter Newcomer: And I mentioned it earlier where, where we combine some of our programs, right?
• 24:08
  Peter Newcomer: So we don't have to do everything in every hospital and we don't.
• 24:13
  Peter Newcomer: and so, making sure we consolidate programs in the right way, has been something that we've been able to do.
• 24:19
  Peter Newcomer: And it hasn't all been, you know.
• 24:22
  Peter Newcomer: Bring it over to the academic hub.
• 24:24
  Peter Newcomer: Some things have actually gone back to the community hospital, like some of our infusions, happen there because they had the space and the expertise.
• 24:31
  Peter Newcomer: you know, we're known as a transplant center nationally, recognized transplant center at UW Health.
• 24:37
  Peter Newcomer: And our organ acquisition for transplant, at times occurs at Meriter.
• 24:42
  Peter Newcomer: That's where we set up, that, ability to, Collect organs and, so you wouldn't see that in almost any community hospital.
• 24:51
  Peter Newcomer: we don't transplant the organs there.
• 24:52
  Peter Newcomer: We transplant them at our academic hub, but, we have an organ recovery, center there, which has been really, very successful.
• 25:00
  Peter Newcomer: And, and it was the right decision for all kinds of operational reasons, but it shows that we're willing to, you know, as two organizations do what's right for the patients.
• 25:10
  Peter Newcomer: Doesn't really matter which place that goes to, from a standpoint of let's just put it in the right place at the time that we need to make that decision.
• 25:17
  Peter Newcomer: So it's gone back and forth and, and that's really healthy.
• 25:22
  Anika (2): Yeah, I think that's a big theme of the conversation so far, being agnostic to where the patients are seen, where certain programs are, just making sure it's the best fit for the community and, I mean, it sounds like this has been a pretty beneficial arrangement you're very open and communicative.
• 25:39
  Anika (2): Are there any friction points that still come up and, and how do you manage those?
• 25:44
  Peter Newcomer: Well, the one, if you asked, a frontline staff member and or an executive, I think they're gonna give you the same answer to this question, which is, The EMR, the electronic medical record, we did not
• 25:54
  Anika: Mm-hmm.
• 25:55
  Peter Newcomer: that to one.
• 25:56
  Peter Newcomer: And that is a friction point for everybody.
• 25:58
  Peter Newcomer: And we continue to talk about how we could do that better.
• 26:02
  Peter Newcomer: So we brought Epic in, who is a, a regional partner for us.
• 26:05
  Peter Newcomer: They're just down the road from both of our, all of our hospitals here in Madison, in Verona, Wisconsin.
• 26:10
  Peter Newcomer: And they came in and said, what can we do with the two separate Epic systems?
• 26:14
  Peter Newcomer: At least they're both epic systems.
• 26:15
  Peter Newcomer: What can we do with those two systems to make them communicate better than they do today?
• 26:19
  Peter Newcomer: And we basically have two epic, installations, or instances as Epic would call them, that, communicate as best you can between two instances.
• 26:30
  Peter Newcomer: including through the in Baskett, we set up functions that allow in Baskett messaging to go back and forth, but it's not as good as if it was one instance.
• 26:37
  Peter Newcomer: And so we continue to evaluate the risks and benefits of, bringing us together into one EMR, which is complicated.
• 26:46
  Peter Newcomer: In particular because UPH Meriter is part of a much bigger system, which is Unity Point Health, and many of their back office functions happen through connection to, Unity point health infrastructure.
• 26:59
  Peter Newcomer: So.
• 26:59
  Peter Newcomer: Pulling it apart as one hospital out of that system and tying it to our system is, complicated.
• 27:05
  Peter Newcomer: It's costly and we haven't done it yet.
• 27:07
  Peter Newcomer: That is probably the remaining friction point.
• 27:10
  Peter Newcomer: really, otherwise I would say, we couldn't be happier with the arrangement.
• 27:15
  Anika: I mean, you did say you're trying to get as close to a merger, but not actually a merger, and so it makes sense that the EMR is the one thing that's kind of left over.
• 27:22
  Anika: You know, you're almost there, but not quite.
• 27:25
  Peter Newcomer: That's right.
• 27:26
  Anika: yeah, so you've kind of already touched on this a little bit, I think, with, you know, where programs are held.
• 27:31
  Anika: is there anything else you would wanna say about, you know, capital conversations that you're having between the two of you, such as behavioral health expansion using the partnership?
• 27:41
  Peter Newcomer: Yeah.
• 27:41
  Peter Newcomer: You know, when we think about, where we spend capital.
• 27:44
  Peter Newcomer: we need to always think about is this capital that could be spent on the UPH Meriter campus or, is it capital that needs to happen on our campus and with our capital or their capital, right?
• 27:56
  Peter Newcomer: And that, that is something that we work through all of the time, so that can be challenging as well.
• 28:03
  Peter Newcomer: you know, if you need a new clinic, where's the best place for it?
• 28:06
  Peter Newcomer: We always start with.
• 28:07
  Peter Newcomer: Well, what makes the most sense for our system of care?
• 28:10
  Peter Newcomer: And try not to get bogged down in, you know, who does it.
• 28:13
  Peter Newcomer: It's really, who can do it best.
• 28:15
  Peter Newcomer: And so, we are looking at together how we provide more behavioral healthcare throughout our community, in both the inpatient, outpatient, and transitional world of behavioral health.
• 28:25
  Peter Newcomer: And so we're always communicating about that.
• 28:27
  Peter Newcomer: because we both provide that type of care.
• 28:30
  Peter Newcomer: and, those are good conversations.
• 28:31
  Peter Newcomer: They're a little more complicated than if it was just an internal capital conversation.
• 28:37
  Anika: Is there anything else you would call out in terms of results or impact that you've seen?
• 28:44
  Peter Newcomer: you know, when I decided to talk about this at the Health Management Academy, it was because I think sometimes, The impact of the success of this JOA is that we think about our future growth in a different way.
• 28:59
  Peter Newcomer: So we don't need to either compete or own it.
• 29:02
  Peter Newcomer: We can do things in between and we can do them well and have a lot of success.
• 29:07
  Peter Newcomer: And so, you know, that kind of thinking of we're either competing or we're doing it on our own, is one that, you know, I think we historically and other organizations get into.
• 29:16
  Peter Newcomer: And it's not always the right way to think about things.
• 29:18
  Peter Newcomer: so to me that's been one of the advantages of the success of the JOA is showing that we can do it and that when we get into other conversations with other organizations, we oftentimes point to our JOA as a success and something that can be done and people just don't see it, very often in the marketplace as a very successful part of your strategic approach.
• 29:39
  Anika: Yeah, when I was hearing about your model, it struck me as unique, and I think that's a really impactful way of, of stating it, that there's more to just this black and white way of thinking.
• 29:47
  Anika: There's options in between.
• 29:49
  Anika: And once you.
• 29:50
  Anika: See it work successfully one time, that can also open the doors for, options that you wouldn't have considered in other areas as well.
• 29:58
  Peter Newcomer: Exactly.
• 30:00
  Anika: if another a MC or if another system came to you and said, we're thinking about a JOA with a community hospital in our market, what would you tell them are some of those non-negotiables?
• 30:09
  Anika: What has to be true for this to work.
• 30:12
  Peter Newcomer: Yeah, well sometimes it's, it's being sure that you have the right.
• 30:16
  Peter Newcomer: People at the time you're having the conversation, because some people, don't always have a win-win mindset, and you need to have that coming in.
• 30:22
  Peter Newcomer: You have to let go of, you know, old grievances.
• 30:25
  Peter Newcomer: I mean, we had, petitions in court at the time we were coming together to talk about, the JOA.
• 30:30
  Peter Newcomer: Of course, by signing the JOA, we made all that go away.
• 30:33
  Peter Newcomer: But again, we were not.
• 30:34
  Peter Newcomer: Close friends when we started this conversation, but you gotta let go of all that and think about, where you're going and, making sure that the structure that you put together is based on the needs of both organizations, not just one.
• 30:46
  Peter Newcomer: and, that you're not building.
• 30:49
  Peter Newcomer: A prenup that gives you your exit at some point, right?
• 30:53
  Peter Newcomer: You don't really want to think about that exit too much.
• 30:55
  Peter Newcomer: You're gonna, the lawyers are gonna make you put something in there.
• 30:57
  Peter Newcomer: Of course there always has to be a way out.
• 31:00
  Peter Newcomer: But in our view, it needs to be something that is not easy and not something you're really thinking about.
• 31:05
  Peter Newcomer: at the beginning.
• 31:06
  Peter Newcomer: You're thinking about being successful together, functioning.
• 31:09
  Anika: the partnership, not the divorce.
• 31:11
  Peter Newcomer: Exactly.
• 31:12
  Peter Newcomer: And, functioning as a single kind of economic entity, it's very important to us.
• 31:17
  Peter Newcomer: and you know, I know every deal can't do that, but we were big enough that that made sense.
• 31:21
  Peter Newcomer: And, remember that the relationships between the people, all of them, frontline staff to the CEO is more important than the contractual terms.
• 31:31
  Peter Newcomer: And, you know, making sure that all those leaders that are in those conversations and ultimately running those organizations truly get what you're trying to accomplish.
• 31:40
  Anika: Yeah.
• 31:41
  Anika: That's really fascinating.
• 31:43
  Anika: okay, last question.
• 31:44
  Anika: For chief strategy officers who are navigating capacity constraints within their own systems and increase FTC scrutiny around m and as, is there something that you would want them to take away from your experience?
• 31:58
  Peter Newcomer: I mean, and I think they.
• 32:00
  Peter Newcomer: All know this, but you know, you really have to keep all options on the table at the beginning and not rule out complicated structures like joint operating agreements as an example.
• 32:10
  Peter Newcomer: and for us, I think to some degree I wonder if this is more successful than if we would've completely merged it.
• 32:16
  Peter Newcomer: It's interesting and you know, there are issues obviously, like I said about the EMR and other things, but, you can't rule out options before you start.
• 32:23
  Peter Newcomer: Because of conventional wisdom.
• 32:26
  Peter Newcomer: if you wanna make a partnership work, spend your time trying to make it work, not defining the pathways kinda out of the deal.
• 32:31
  Peter Newcomer: and then, you know, be sure that you do a lot of communicating with all the people that need to work across those systems so they understand what you've done and how you've tried to make those pathways.
• 32:45
  Peter Newcomer: mutually beneficial.
• 32:46
  Peter Newcomer: So, first of all, make those pathways mutually beneficial.
• 32:48
  Peter Newcomer: So when, someone needs to get something done, whether that's capital growth or something else.
• 32:53
  Peter Newcomer: everyone sees that it's mutually beneficial to grow together and then communicate like crazy about it, because people won't get it sometimes for a couple of years after the deal's done.
• 33:02
  Peter Newcomer: and that culture of collaboration that you build based on that communication, is way more important than a culture of control.
• 33:09
  Anika: I really like what you said about how the big takeaway here is that there's more than just competing or merging.
• 33:14
  Anika: And when you find that right structure and you're willing to put in the work on the relationship side, the results are gonna follow and everyone else is gonna see that.
• 33:22
  Anika: as you said that culture of collaboration over culture of control.
• 33:25
  Anika: I love that.
• 33:26
  Anika: I think that's a really, really important point.
• 33:29
  Anika: Pete, this has been a really great conversation.
• 33:31
  Anika: I think that there's a lot to take away here.
• 33:34
  Anika: Both, how you designed the partnership, how it's, stayed beneficial, what it takes to make it work day to day.
• 33:41
  Anika (2): Thank you so much for your time and your candor.
• 33:45
  Anika (2): That wraps up this episode of the Strategy Catalyst Dispatch.
• 33:49
  Anika (2): If you found this episode valuable, please like and subscribe on your podcast platform of choice and leave us a comment.
• 33:55
  Anika (2): If you have other thoughts or questions, we'd love to hear them.
• 33:58
  Anika (2): Email us at Strategy catalyst@hmacademy.com.
• 34:02
  Anika (2): You can also find more of our resources on HM academy.com/strategy-catalyst.
• 34:08
  Anika (2): That's it for this dispatch.
• 34:10
  Anika (2): Thanks for listening.