For the reason that early Nineties, many states’ well being care markets have seen a vital enhance in supplier consolidation, together with in Oregon. Consolidation in well being care markets can lead to greater costs, lowered entry to providers, diminished high quality of care, and deeper well being inequities. Between 2013 and 2019 well being care spending in Oregon rose by 49%, which outpaced nationwide development in well being spending, revenue, and inflation over the identical time interval. Oregon’s response to those traits has included novel efforts to curb supplier consolidation by means of state oversight of well being system transactions. Whereas this technique continues to be within the early phases of implementation and has some challenges, different states can be taught from Oregon’s efforts.
Oregon creates new oversight authority to counter consolidation
The Oregon Legislature created the Well being Care Market Oversight Program (HCMO) underneath the Oregon Well being Authority (OHA) in 2022. The HCMO program has the authority to evaluation materials change transactions, that are mergers, acquisitions, affiliations, gross sales, leases, or different enterprise offers that change management of a well being care entity. OHA opinions these transactions when at the least one entity has had $25 million or extra in common income previously three fiscal years and one other get together has realized $10 million or extra in common income previously three fiscal years or is projected to generate this degree of income in its first yr. OHA can approve these transactions if the related events present that their enterprise settlement will adhere to the targets of OHA: lowering shoppers’ price of care, growing high quality of care, and bettering entry to traditionally underserved sufferers.
If OHA determines {that a} transaction threatens a number of of those targets and requires a extra complete evaluation, it’ll assess the potential transaction’s seemingly results and search enter from group members. OHA can approve a transaction that requires a complete evaluation if it achieves at the least one of the next necessities: reduces spending development, will increase entry to care in underserved areas, or improves well being outcomes.
To date, the brand new oversight authority has not rejected any transactions
Thus far, OHA has authorised the vast majority of the transactions it has examined after a preliminary evaluation, whereas not often requiring a complete evaluation. Since 2022, the HCMO program evaluated 22 transactions and performed opinions on 20, approving six outright and approving 5 extra with circumstances hooked up. OHA continues to be reviewing 4 different transactions, and the remainder both withdrew or obtained particular emergency standing. Solely two of 20 transactions triggered a complete evaluation. OHA additionally opinions transactions one, two, and 5 years afterwards to make sure that the transaction continues to satisfy OHA’s targets. Throughout these follow-up opinions, OHA can impose penalties, together with a monetary penalty of not more than $10,000 for every offense, similar to failing to adjust to transaction agreements, including to price development, or growing spending for the well being care entity.
Whereas OHA has not rejected any transaction to this point, events in two potential mergers have withdrawn their purposes throughout the evaluation course of – one in a preliminary evaluation, and one after OHA decided the transaction wanted a complete evaluation. The presence of the state evaluation course of itself might discourage questionable mergers and acquisitions from shifting forward.
For the transactions authorised with circumstances, OHA displays the entities’ conduct over time to make sure that they abide by the circumstances and mitigate potential unfavorable negative effects. One instance is the acquisition of KeiperSpine, a doctor apply, by Agility MSO, a administration providers group that gives non-clinical administration providers to physician-owned clinics and is majority owned by a non-public fairness agency. OHA authorised this transaction with the stipulations that suppliers hold their management of scientific choices and employment contracts and proceed serving sufferers with Medicare, amongst different necessities.
States can be taught from the strengths and weaknesses of Oregon’s legislation
Because the first state well being care oversight company with the authority to disclaim transactions, HCMO has served as a mannequin for different states in search of to manage supplier consolidation. Throughout its 2024 legislative session, New Mexico enacted a legislation that empowers their Well being Care Authority to approve or disapprove transactions. California’s Workplace of Well being Care Affordability (OHCA) can evaluation materials change transactions however not forestall them. Massachusetts’ Well being Coverage Fee (HPC) transaction evaluation course of predates Oregon’s legislation, however like California’s OHCA, can’t forestall transactions. The Massachusetts HPC additionally nonetheless doesn’t have the authority to evaluation non-public equity-backed transactions regardless of the rise of personal fairness investments in well being care and the latest debacle related to the non-public equity-backed acquisition of the Steward hospital chain and its subsequent chapter.
Different states additionally grapple with more and more consolidated well being techniques, with policymakers introducing payments to verify supplier consolidation in a couple of third of state legislatures. Nearly all of these payments goal materials change transactions ultimately. In help of those efforts, the Nationwide Academy of State Well being Coverage not too long ago up to date their mannequin invoice on transaction evaluation.
With solely two years of expertise, a full evaluation of Oregon’s merger evaluation legislation is untimely. Company officers have expressed issues about this system’s present sources and long-term financing. Though the entities in search of a transaction should pay charges to the evaluation program, they don’t cowl all of the bills of its operation.
An extra critique of Oregon’s HCMO program is the shortage of transparency for emergency exemptions. For instance, OHA authorised a request for an emergency exemption from evaluation submitted by Optum Oregon, owned by United Well being Care, and the Corvallis Clinic, an Oregon-based medical group. A few of the transaction supplies they used to justify the exemption are redacted on OHA’s web site. With these redactions, the general public can’t decide why this transaction deserved an emergency exemption.
Lastly, some argue that the revenue thresholds for triggering a transaction evaluation, specified within the statute, are too excessive. Consolidation in well being care markets isn’t restricted to corporations which have earnings equal to or exceeding $25 million and $10 million: a big firm shopping for up a lot smaller firms can nonetheless lead to a extra consolidated market – and better costs for shoppers – over time.
Takeaways
Oregon’s merger evaluation legislation isn’t excellent, however the advantages for shoppers who battle to afford the growing price of well being care seemingly outweigh the rising pains. For different states contemplating their very own merger evaluation legal guidelines, policymakers might take into account establishing, and adequately resourcing, comparable packages designed to mitigate trade consolidation and defend shoppers from the ensuing price will increase.
