The cost of consolidation: Are mergers actually cost efficient?
The elephant in the health care M&A room remains the cost of those services post-merger.
The state’s elected officials enacted a bill designed to accomplish two goals: preserving Oregon’s status as a safe haven for abortions, and making it tougher for large health systems to gobble up providers across the state. The law prohibits merger partners from restricting access to any services available to consumers pre-merger.
Providence Health Systems was the apparent target of the measure. Providence, a Roman Catholic provider based in Washington but active across Oregon, had been steadily expanding through acquisitions. Now, every deal it proposes in Oregon will be viewed through the lens of both market dominance and access to reproductive health services. Washington state legislators are expected to enact a similar bill to protect reproductive rights and slow Providence’s expansion there.
This is among the measures that lawmakers and regulators are taking to attempt to reign in the wave of mergers and partnerships sweeping through the health care and insurance industries, but it’s tough for government overseers to keep up with the highly paid and talented merger strategists employed by the large systems and conglomerates. Merger advocates argue that many combinations lead to improvements in efficiencies, access and innovation. Consolidation skeptics, however, doubt that claim.
The elephant in the health care M&A room remains the cost of those services post-merger. Many studies show new mergers have historically led to cost increases—despite the merger partners’ promises of cost efficiencies.
Read more: FTC must focus on how hospital mergers impact ‘actual people’
But what does this merger mania mean when it comes to the impacts on plan sponsors, advisors, administrators, and the end consumer? For the most part, it has created uncertainty.
Weighing the positives and negatives, and attempting to keep current with shifting provider networks, sponsors and advisors must practice flexibility and ingenuity in order to offer their members health care that will keep them healthy. Plan members are counting on them to do so. Despite ongoing efforts to educate consumers on benefits, mergers add layers of complexity to benefits that few working folks have the time or knowledge to fully understand.
Mergers, says Nelson Griswold, chairman, NextGen Benefits Network, are not about health care consumers or lower prices. They are about higher revenue and higher profits for hospitals and their partners, the insurers. “The incentives in the system are not aligned in a way that leads to better health care for consumers,” he says. “Consolidation reduces the options available to advisors and sponsors to provide true health care at a reasonable cost to plan members.”
The fallout of the most recent consolidation activity for plan sponsors, benefits advisors, and consumers can be examined through several lenses. We asked industry sources to discuss how consolidation affects what sponsors and consumers pay for health care; how it influences pricing transparency; and whether or not it results in innovation.
Biden wrestles with antitrust enforcement
As the Biden administration hits the halfway point of its first term, federal regulators have, to some extent, made good on promises to step up antitrust activity in the health care arena. The Federal Trade Commission has challenged several proposed mergers, while the administration is pushing for more antitrust oversight powers. Merger activity slowed down briefly during the pandemic, but picked up last year. So far in 2022, there have been fewer proposed mergers; however, those that have taken place have been large by historic standards, a concern for those attempting to maintain marketplace competition.
Federal and state regulators may be able to slow the M&A pace in health care and insurance, but reversing the trend isn’t likely to happen. A recent report from Kaufman Hall consultants, which tracks M&A activity in the health care sector, indicated that the number of mergers is less important than the size of the merger partners.
Commenting on the slight decline in Q2 mergers (13 compared to 14 in the second quarters of the past two years), the report states:
“The small number of transactions was offset by a high percentage of ‘mega’ transactions, in which the smaller party or seller has annual revenues in excess of $1 billion … Indeed, the average size of the smaller party reached a record-setting $1.5 billion this quarter.”
“[This may signal] a long-term shift in hospital and health system transactions. We expect continued activity in this space, but believe that the emphasis on transformative combinations, strategic rationale, and heightened selectivity will only grow,” the report identifies.
There are troubling downsides inherent to these megamergers. As noted in a recent Deloitte study titled, “The great consolidation: the potential for rapid consolidation of health systems”:
“Post consolidation, these national systems may have holdings in even more parts of the country than they do today. Also, their independent financial and operational strategies at a regional level might roll up into those of the national holding company.
“Mega systems’ main competitive advantage in a consolidated landscape may be scale—pushing out leading practices to each of their regions and dominating markets so they cannot be excluded by health plans. These systems also may excel if they have lower costs than competitors.”
By undercutting local competitors on pricing, the nationals can then switch gears and absorb those that remain, drive them out of business, or both. Then, critics warn, they will raise their prices.
Cost of services continues to increase
Given this environment, what should plan sponsors and advisors anticipate in terms of cost?
The impact has been strongest in smaller markets where dominant providers emerge as the result of consolidation. Plan sponsors today have many tools and strategies available to them to better control their costs — direct primary care, bundled services, contracts with providers, or contracts with center of excellence. But all of these fall apart if competition is nonexistent.
The challenges for employers created by consolidation depend to a large degree on the market in which mergers occur, says David C. Smith, senior VP, compliance & risk management strategies at EbenConcepts.
“Consolidation is not a big deal in large metro areas,” Smith says. “In Durham we have competition, with three systems for 2+ million people. Consolidation is most directly affecting mid-sized and small metro areas because a lack of competition there means employers pay more.”
However, in larger markets served by multiple providers, plan sponsors—particularly those that are self-funded—can more often strike advantageous deals.
It is this range of dominance that allows the upsides of consolidation to emerge for some consumers and sponsors. When large plans commit to a health system, the sponsors, their advisors and their administrators can drive both transparency and innovation within the provider network. Absent that leverage, health systems are less likely to make either a priority, especially for-profit systems and those acquired by investment groups, where profitability is the only true measure of a merger’s success.
“In large cities, even though three or four health systems have divided up the region, you have to ask: ‘Is it a monopoly or not?’ It’s an even higher order of concern when they want to merge, because the reality is that when hospitals merge, costs go up,” says Alan Cohen, chief product officer and co-founder of Centivo. “But there are positives that occur as well; it’s a very nuanced issue.”
For instance, he says, in a market with multiple large providers, plan sponsors have an opportunity to align themselves with one, preferably the highest quality provider. Then negotiations can begin. Sponsors provide the patients, and in return, they can request a value-based environment in which the provider serves as the population health manager for the plan.
“To effectively provide care in a value based environment, the health systems really need to control a lot,” including physician practices, specialty clinics, ambulatory services, and the components of a diversified health system, he says. “We can then contract with them to deliver value. We can say, ‘We want you to manage a population’s health. We want you to control these factors to a greater degree.’ They can do that because now they are not just a building, but a care delivery system.”
But it’s a fine line, he agrees. “How do we allow the health systems to grow so they can deliver high quality health care, but not get large enough to exercise market dominance? Critics tend to focus on unit of care cost, but that’s the wrong measure. We should instead be looking at total cost of care. And the larger entities can lower the total cost of care.”
Read more: Fewer but larger, health care mergers reported in second quarter of 2022
But even in large markets with multiple competitors, plan sponsors cannot be guaranteed of negotiating advantageous terms with any one system, says Griswold. If a health system has a dominant share of the market and has scooped up clinics, practices, and specialty providers, it may become the quality provider of the region, but lack an incentive to reduce prices for an employer group.
“Why would they cut you a deal? They can charge a premium as the highest quality provider, or as the one with the greatest resources. What are your options as a plan sponsor? To try to do the same with one of the lower quality, less integrated providers? Your plan members won’t go for it,” he says.
In markets where physician practices have been absorbed by large health systems, plan sponsors will inevitably pay more as doctors now must meet new financial goals.
“Physician acquisition by hospitals is the worst thing that can happen; it’s worse than a venture capital acquisition,” Griswold adds. “Production, not patient health, is incentivized. Hospitals that own doctors have turned primary care physicians into referral monkeys.”
Consolidation and innovation: Must employers drive it?
Consolidation and innovation might seem to go hand in hand: You have a larger market share, you have greater resources, you can invest in new products and services. But there’s the other side of the coin: If you dominate the market, why spend on innovation when you don’t have to?
The Deloitte report suggests that mid-sized systems created through mergers could use their regional clout to offer a broader range of services to consumers, if they so choose.
“These mid-tier health systems may consolidate further in their region and more broadly in nearby markets. Differing from today’s mid-tier health systems, these organizations may be more clinically integrated and encompass the whole continuum of providers from primary to post-acute care. Their main strategy in a consolidated landscape may be to position themselves to deliver value to purchasers and coordinate population health activities, thereby gaining share in their regional market.”
That’s a lot of “mays.”
Centivo’s Cohen believes plan sponsors who align themselves with a large regional system can demand innovation as part of the deal, but they must first change their perspective on cost and value.
“One of the greatest problems in health care is that everything is about the unit price, not the total cost. Instead of paying providers on every little piece of care delivered, we should look at population outcomes. If we contract with them on a unit of care basis, they will not invest in more innovative practices.”
From that perspective, he says, innovation plays a critical role in reducing the overall cost of care for the plan. The larger systems have the capacity to invest in innovation, they just need the incentive. “You have to have scale and longitudinal abilities to have innovation. Then you need organizations like ours, forcing it through contracting.”
Griswold argues that the only incentive consolidated systems have to innovate “is to differentiate themselves, to have something they can charge more money for, to use to attract new business. If they can charge more, or charge for something new, they will do it.”
But, he says, the motive is not to improve patient outcomes or long-term health, but just to boost revenue. Hospitals generate greater revenue by performing surgeries, tests, and treatments, not by looking for more efficient, cost-effective ways to keep patients healthy.
Consolidation has another deleterious effect on innovation, he says. As the number of hospitals and standalone clinics dwindles due to merger activity, the number of customers for innovative products also shrinks. Health care vendors have fewer customers to pitch products to, reducing their numbers through attrition.
“Fewer hospitals means fewer opportunities to win business,” he says. “It increases the investment risk of research for innovation.”
Consolidation and transparency: What does the math say?
Are large systems created through mergers more or less likely to comply with the new price disclosure rules? It depends upon both the local/regional competitive climate, and on a system’s appetite for paying the daily fines for failure to do so.
Cohen sums up well what others say about mergers and transparency: If a merged system chooses to disclose as required by law, plan sponsors could have a lot to gain. They could negotiate prices with other providers and advisors can quickly show potential clients the prices they have negotiated compared to what is disclosed on the system’s website. It could mean new business, and a better negotiating position for smart advisors and plan sponsors.
But they also stand to lose if the disclosures lead to price increases, which, he says, will be the result.
He explains it this way: If system B discloses its pricing structure (or chargemaster) and system A accesses it, one of two things will happen: If A is charging less than B, A will raise its prices. If it is charging more, it certainly won’t lower them.
“Health systems will raise prices now that they are public,” he predicts. “If I’m the CFO of health system A right now, I’m spending way more time on the websites of systems B, C, and D to set my own numbers.”
Griswold is skeptical that most large systems will choose to disclose the information. He says it’s a numbers game: What do I have to pay in annual fines compared to what I stand to lose if I put the information out there for all to see?
“Large systems may feel more pressure to post prices… or, more likely, they will be willing to absorb the negligible fines to remain opaque,” he says. “The fines are $5,500 a day, so the annual maximum would be $2,007,500. Compare that to the average net patient revenue (NPR) at U.S. hospitals of $192.8 million in 2020. Plus, non-compliance with price transparency also avoids the massive investment to post prices properly.”
So far, compliance with transparency laws have been spotty. For the major consolidators, it’s mostly a matter of doing the math—with a watchful eye on the competition.
Consolidation as revolutionary force
But demonizing all health care mergers regardless of the details overlooks the value many mergers have brought to U.S. health care, says Torrey McClary, partner at Ropes & Gray LLP.
“Absolutely everyone is aware that the FTC is focused on health care transactions. Other industries are looking at what is happening there because health care is the bellwether for other industries,” she says. “I don’t subscribe to ‘big is bad.’ If a deal is done for the right reasons, all parties should benefit. When we put deals together, we ask, ‘What can we be doing for patients?’ Many hospitals are nonprofits, and they are not doing it for investors or shareholders. It’s for the patient. You can spread risk around, people have more access points to care. Or you may be buying a hospital or a practice to prevent it from closing.”
McClary says each transaction should be based on better patient care, and that often requires a larger entity to provide that care.
“When you have the scale and resources and a high level of expertise, you can think about solving these larger health care problems in a real way. We are transforming health care at this multi-billion dollar level across all boundaries.”
But others are worried about just what that transformation will look like as the merger wave continues.
Smith says a simple test of merger efficacy should be whether the mergers have led to the creation of more services, greater access, and more reasonable prices for the consumers of health care. So far, he hasn’t seen it.
“Should larger systems provide more services? Absolutely. Yet I don’t know of a single instance where consolidation provided more services. When you eliminate competition, prices rise. In smaller markets, we’ve seen the very nature of consolidation—which is all about efficiencies—become disadvantageous to employers because they cannot threaten to move to another place.”
Without leverage and stuck in markets dominated by one major provider, the tools and tactics now available to sponsors and advisors are of little use. Direct primary care, preferential contracts, centers of excellence, and medical travel can work well in the right market. The Oregon experiment may put the brakes on some acquisitions. But, the merger skeptics wonder, how long will true competition among providers exist when national dominance appears to be the end game?