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Troubled Transactions: Why There's Still Hope for Financially Struggling Hospitals

Joe Lupica, chairman of Newpoint Healthcare Advisors, likens financially strained community hospitals looking to thrive in a rapidly shifting healthcare industry to lobsters facing the threat of boiling water.

"If a lobster is in a pot of cold water and someone turns the gas on, the lobster doesn't know it's being cooked," he says. "But if the lobster gets splashed by the hot water, it's on alert to the danger in that pot."

As the pressure mounts to transform care delivery while holding down costs and increasing quality, Mr. Lupica says smaller, local hospitals who've been splashed (perhaps with pension problems or other fiscal issues) may be the lucky ones. They have a chance to do something about it. That something may take the form of joining forces with larger health systems through mergers, affiliations and other transactions.

"I think hospital leaders understand the need to prepare for a wide range of contingencies before the water boils," Mr. Lupica says. "To try another metaphor, you no longer have to wait for the undertaker before you try for a merger. "That’s not much of a plan anyway."

At the same time, some larger healthcare organizations are becoming more selective in who they acquire, says Carsten Beith, managing director of the healthcare investment banking firm Cain Brothers & Company.  This especially holds true in the realm of for-profit hospital operators, such as Nashville, Tenn.-based Hospital Corporation of America and Dallas-based Tenet Healthcare Corp.

"We've certainly begun to see the for-profits be more disciplined in terms of the acquisitions they're looking for," Mr. Beith says. "For most for-profit acquirers, the potential dilution from a financially stressed hospital to their credit profile is a strong disincentive for them to acquire."

As more hospitals and health systems engage in mergers and acquisitions, Mr. Beith says the hospitals left standing alone tend to be financially stressed and not as attractive to buyers from a balance sheet perspective. Still, Mr. Beith, Mr. Lupica and other industry experts agree that, for now, hospitals that do find themselves financially cooked aren't necessarily out of options if they seek to avoid closing by joining a larger health system.

Financially stressed hospitals still have options

In fact, Mr. Lupica says there are still a considerable amount of "troubled sales" transactions taking place. "If there is an apparent decline in troubled sales, I believe it's only relative to the non-troubled mergers," he says.

In recent years, hospital and health system consolidation has accelerated. In 2012, more than $143.3 billion in healthcare mergers and acquisitions took place, one of the highest volumes recorded in a decade, according to a report from strategic advisory and investment banking firm Hammond Hanlon Camp LLC.

Mr. Lupica says strong hospitals and health systems haven't been hesitating to carry out transactions. "A merger used to be seen as a last resort," he says. "We are finding that hospital leaders now look to mergers and affiliations as opportunities to gain strength in the new paradigm of care."

Although Mr. Beith says the number of healthcare organizations that fit the profile of troubled hospitals that face an "inevitable transaction" has declined as more consolidation occurs, the market is still "fairly robust" for smaller hospitals with big financial problems. He says more aggressive buyers such as Ontario, Calif.-based Prime Healthcare Services are still willing to take on troubled facilities.

"We still see a reasonable three- to five-year runway of significant merger and acquisition activity," Mr. Beith says. "We'll continue to see financial stressed hospitals pursue transactions."

Michael Lane, a managing director with Hammond Hanlon Camp, predicts troubled hospital sales will actually pick up as merger and acquisition activity in general continues at a rapid pace and more independent hospitals realize they can't survive on their own.

Additionally, he says he has observed some of the "big guys" in the hospital industry still see strategic value in acquiring a struggling facility that they can rehabilitate with the right management, expertise and oversight. "There are some strategic opportunities the smart acquirers don't shy away from," as larger health systems look to grow in size and expand their market areas, he says.

Jordan Shields — vice president of Juniper Advisory, an investment bank that exclusively advises hospitals on mergers and acquisitions — says his firm has seen an uptick in strong hospitals seeking partners, while the number of distressed hospitals looking to carry out transactions has remained about the same. He says it seems to be getting harder for financially shaky hospitals to find buyers as acquirers become pickier, but it doesn't appear that troubled sales are on the decline yet.

"For a distressed hospital, they have two options: Either find a partner, or restructure their debt, often through bankruptcy," Mr. Shields says. "We haven't seen a huge swell in hospital bankruptcies."

Filing before selling: How bankruptcy can play into hospital transaction strategy
However, sometimes going bankrupt and finding a partner can go hand in hand. Recently, several hospitals have filed for Chapter 11 bankruptcy before announcing an acquisition. For instance, in February, Casa Grande (Ariz.) Regional Medical Center filed for Chapter 11 bankruptcy, a move executives said was necessary for the completion of its sale to Phoenix-based Banner Health. Only a few weeks later, Long Beach (N.Y.) Medical Center filed for bankruptcy and announced the sale of its assets to South Nassau Communities Hospital in Oceanside, N.Y.

Hospitals may choose to employ this strategy of filing for bankruptcy as part of the transaction process when they have few alternatives, according to Mr. Beith. "The basic financial implication of that is they are significantly upside down in terms of value versus their total outstanding indebtedness," he says. "Cleaning them up, so to speak, through bankruptcy process is an appropriate way for an acquisition to occur."

When hospitals file for bankruptcy immediately before announcing an acquisition, they already have "the solution in their pocket," Mr. Lupica says of bankruptcies known in the trade as "prepackaged Chapter 11s ."

"The idea is that the newly combined entity is looking for a fresh start, so they will often go through the reorganization of the weaker entity if they're truly insolvent," he says.

Mr. Shields says identifying a partner before filing gives healthcare providers "a little bit of security" going into bankruptcy, although the strategy does have risk. "They have a clear idea going into bankruptcy court that there will be someone on the other side to operate the hospital and take control of their assets," he says. "But there's risk in that. Once you go into bankruptcy, all bets are off. There's no guarantee that the bankruptcy judge is going to agree with your plans or that the partner will be there on the other side."

However, sometimes going to bankruptcy court proves to be the right decision for both healthcare organizations. That was true for the sale of Saint Francis Hospital in Poughkeepsie, N.Y., to Westchester Medical Center in Valhalla, N.Y. A bankruptcy judge approved the sale of the 333-bed hospital in February.

Saint Francis filed for Chapter 11 bankruptcy in December in response to growing debt during the past few years, partly because of health IT costs and uncollectable bills. Health Quest, a three-hospital system based in LaGrangeville, N.Y., initially offered to buy the hospital, but the 643-bed Westchester emerged as a competing buyer. Saint Francis executives ultimately filed paperwork with the bankruptcy court choosing Westchester.

Michael Israel, president and CEO of Westchester, says he and his fellow executives decided to acquire Saint Francis, despite its financial problems, because of assets like its culture and employees. "While the hospital didn't have cash, it was certainly not a bankrupt hospital," he says. "We have great admiration for the institution."

Additionally, Mr. Israel says he and his leadership team have experience turning around a struggling institution. In 2005, Westchester's balance sheet was $225 million underwater, and the board was getting ready to prepare a closure plan. However, Westchester's current leaders were able to save the medical center. "On the revenue side and the expense side, we basically tore it apart and put the institution back together," Mr. Israel says. "We did a lot of physician recruitment, staff recruitment and focused on the medical center being the best it could be."

Arthur Nizza, president and CEO of Saint Francis, says the hospital determined filing for bankruptcy was the best course of action to achieve a fundamental transformation. "We had access through that to debtor-in-possession financing to allow us to have a runway to seek a merger partner and complete a transaction," he says.

Mr. Israel says Saint Francis' bankruptcy was ultimately a positive in bringing the two organizations together. "Without the bankruptcy, this may not have happened for a few years," he says. "For us, it turned out to be an opportunity."

More Articles on Hospital Transactions:
Bankruptcy Court Approves Sale of Saint Francis Hospital to Westchester  
9 Primary Reasons Why Hospitals File for Bankruptcy  
Do Reported M&A Terms for Hospital Deals Tell the Whole Story?

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