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Health System Consolidation_Navigating the New Wave of Mergers and Acquisitions
Sg2 Intelligence
Health System Consolidation
Navigating the New Wave of Mergers
and Acquisitions
Sg2 Staff and Contributors
Project Director
Elyse Forkosh Cutler
Project Associate
Dorothy Scott
Editorial Review
Stephen Jenkins
Linda O Prager
Bill Woodson
Production Team
Suzanne Claussen
Julie Bastian
Ascension Health Care Network
Molly O’Neill
SVP, Chief Business Development Officer
Carolinas HealthCare System
Russell C Guerin
EVP, Business Development and Planning
Chip Blaufuss
AVP Strategic Resource Group
Peter Adler
SVP for Strategy, Innovation and
St Joseph Health
Annette Walker
EVP, Strategic Services
St Peter’s Health Partners
James K Reed, MD
President & CEO
Sutter Health
Peter Anderson
SVP, Strategy and Business Development
Trinity Health
Daniel Hale
EVP, Trinity Institute for Health and
Community Benefits
Vanguard Health Systems
Rob Jay
VP, Development
Trip Pilgrim
Former Chief Development Officer and SVP
Yale New Haven Health System
Gayle L Capozzalo
EVP, Strategy and System Development
Copyright © 2013 Sg2
This analysis was prepared by the staff and consultants of SG-2®, LLC (“Sg2”) and is proprietary and confidential information to be
used solely by clients of Sg2’s systems. The projections, trends, forecasts and conclusions provided herein were assembled using
the best judgment of Sg2, its staff and consultants, but should not be construed as definitive projections for purposes of financial
feasibility or other economic decision making. Events, conditions or factors, unanticipated at the time of the development of this
analysis, may occur which could have a material impact on the conclusions contained within. No assurances are offered, either
implicitly or explicitly, that the projections, trends or forecasts will occur.
Sg2’s analyses, recommendations and forecasts are based on a thorough and comprehensive review of literature, client interviews
and discussions with industry participants. Sg2, its principals and editorial staff do not hold any direct investments in commercial
enterprises that may be noted in Sg2 publications and reports. Medical device manufacturers, pharmaceutical firms and other
commercial vendors (some of whom are clients) are often noted in Sg2 publications to illustrate emerging trends or key clinical
developments. Sg2 does not recommend or endorse any specific products or services noted. Sg2’s objectivity and analytical rigor
are fundamental to the value of our research and insights.
Clients should apply findings to their own market and business circumstances to determine the applicability of the information
contained herein. With respect to clinical matters and patient treatment practices, clients should consult with their medical staff
professionals prior to adopting or applying any such plans or procedures. Sg2 disclaims any liability for the accuracy, completeness
or usefulness of any information, apparatus, product or process discussed herein and shall not be liable for damages of any kind,
including, without limitation, any special, indirect, incidental or consequential damages arising from omissions or errors in its
conclusions, findings, observations or recommendations.
Health System Consolidation
Confidential and Proprietary © 2013 Sg2 | 1
Health System Consolidation: Navigating the New Wave
of Mergers and Acquisitions
Executive Summary
Making a
■ Put strategy first.
■ Evaluate the market.
■ Identify gaps and determine if partnership can advance the strategy.
■ Quantify the organization’s indispensability.
■ Weigh options based on the Sg2 Indispensability Assessment.
■ Carefully manage communications.
■ Choose the optimal transaction structure.
for Sellers
vs Buyers
■ For sellers it all comes back to strategy.
■ Sellers must identify the best partner.
■ For buyers an analytical approach to selecting partners is essential.
■ Buyers must put relationships to work.
Health systems around the country are entering into new relationships at a frenetic pace. From small
community hospitals to large systems, the mania for mergers and acquisitions (M&A) has become so
widespread that some executives are predicting the demise of the independent hospital. Soon, the thinking
goes, all hospitals and health systems will be swallowed up, leaving only a handful of national “mega-
systems.” This leaves many leaders wondering if they also must get into a deal before it’s too late.
At the same time, many organizations do not recognize the value a partnership can bring until the wolves are
at the door. At that stage, a hospital’s ability to negotiate an ownership deal that will ensure its ability to thrive
in the future can be seriously compromised.
Not every independent hospital or health system needs to be part of a traditional merger or acquisition to
be successful in the future. But whether or not to partner is one of the most critical judgments health care
systems will make. And once a system has decided to consider a deal, determining the right timing, the right
partner and the right transaction structure can literally mean the difference between a smooth integration
that leads to success and a very bumpy ride.
How can organizations best make these critical decisions? Despite the sense of urgency in the marketplace,
partnership determinations should not be made in haste—by either buyers or sellers. Rather, these
deliberations should be:
■ Grounded in strategy—focused from start to finish on advancing the organization’s vision and strategic
■ Planned, not panicked—methodical and proactive, not simply a reaction to today’s headlines or what
the organization’s largest competitor is doing
■ Quantitative, not emotional—based on a specific evaluation of the system’s strengths and challenges,
rather than either undue enthusiasm or denial and paralysis
■ Business driven—reflecting a partner’s ability to meet a strategic need, rather than rigid assumptions
Health System Consolidation: Navigating the New Wave of Mergers and Acquisitions is designed to help
executives steer their organizations through the turbulent currents of rapid market consolidation.
Confidential and Proprietary © 2013 Sg2 | Sg2.com2
Industry Consolidation Again Accelerates
Sources: Irving Levin Associates, 2013; Barr P and Kutscher B. Mod Healthc. 2013;43:S1–S7.
Almost every week for the last year, a new health system merger was being announced. Some of these
transactions were large, such as the Catholic Health East–Trinity Health merger; many others were more
local, such as the affiliation of St Joseph Health and Hoag Memorial Hospital Presbyterian in Southern
California. The number of transactions climbed 18% in 2012, while the number of facilities involved in these
transactions was up by well over 60%.
Number of Hospital Merger and Acquisition Transactions, US Market, 1994–2012
JJ East, Urban Markets Hottest
While deals are being struck all over the country, the large majority of transactions are occurring in the
eastern half of the country, where many local markets remain fragmented. Local market fragmentation is
particularly pervasive in major metropolitan areas, where transactions have also been common. Perhaps
no market has been more active than the Chicago metro area, with nearly a dozen transactions in the
last three years.
Confidential and Proprietary © 2013 Sg2 | 3
Different Environmental Forces Drive Today’s Deals
Sources: Medicare Payment Advisory Commission. A Data Book: Health Care Spending and the Medicare Program. 2012; American Hospital
Association (AHA). Trendwatch Chartbook 2011; Impact of Change® v13.0; NIS; Sg2 Analysis, 2013; Moody’s Investors Service. Moody’s: 2012 not-
for-profit healthcare sets new record in downgraded debt. February 12, 2013; AHA. How Hospital Mergers and Acquisitions Benefit Communities.
June 2013.
The last wave of M&A, in the late 1990s and early 2000s, was largely in reaction to the rapid consolidation
among health insurers over the same period. At that time, the focus of consolidation was primarily on
gaining payer leverage. The for-profit hospital sector was also emerging. Now, however, the factors pressuring
hospitals to consolidate are different.
JJ The Declining Middle Class (of Hospitals)
National statistics on hospital margins reveal one reason for the current round of consolidation—
a skewed income distribution, with many hospitals enjoying comfortable margins, a smaller number with
poor margins, and a very small group in the middle. The resulting mix of haves and have-nots fuels M&A
activity, with both haves and have-nots looking for partners, but for opposite reasons.
Hospital Margins, US Market, 2005–2009
Number of Hospitals
Note: Non-Medicare margin includes commercial, Medicaid and self-pay.
At the same time, Sg2’s Impact of Change® forecast projects that inpatient volumes will decline by 6%
over the next 10 years. With revenues stagnant to declining at many hospitals and the inpatient growth
engine faltering, the increased scale resulting from consolidation holds the promise of cost containment.
The track record on cost savings from consolidation of hospitals is mixed. But in the current cost-
conscious era, this savings potential must be realized.
JJ Need for Capital
Perhaps the most often cited reason for a merger today is capital access. Since 2008, Moody’s has had
a negative outlook for the hospital industry overall, indicating a challenging credit market, particularly for
small hospitals with limited market diversification. In 2012, Moody’s downgraded a record $20 billion in
health care debt, an increase of more than 200% from the year before.
Adding to capital needs, the average age of plant for US hospitals has been on the rise for nearly
two decades, and now exceeds 10 years. Many organizations are also facing large capital outlays for
electronic medical record (EMR) systems and the acquisition of physician practices.
JJ Shift From Fee-for-Service to Accountable Care and Population Health
As more health systems integrate ACO models, competencies in risk-based contracting and population
health management are essential. Hospitals are making classic “buy” vs “build” decisions, recognizing
that building value-based care competencies can take years. Systems with these capabilities can
immediately add value to organizations that have yet to begin the journey from volume to value.
Health System Consolidation
Margin ≤1%
Margin >1% to 5%
Margin >5%
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Macroeconomic forces sweeping over the health care industry have led to scores of mergers and
acquisitions, but these deals tend to fall into six categories. (Some deals may fit into more than one category.)
JJ The House Is On Fire
Perhaps the most common, yet often preventable, type
of transaction occurs when an organization is financially
distressed and reaches the brink. The result is a “fire sale”:
little to no residual value for the organization and few
potential partners. If the hospital’s leaders had been more
proactive earlier, the organization might have had a choice
of partners and a way to maximize transactional value.
JJ My Former Enemy Is My New Best Friend
In this type of deal, longtime competitors determine that their combined value is greater than the sum
of their parts. This type of transaction is almost always local. The very real challenge for these deals is
the cultural transformation required to become one organization with the same goals and objectives.
To glean value from these types of transactions, the organizations often need to eliminate duplicative
services, necessitating difficult decisions about how best to rationalize their product profile and which
services are eliminated. An example is the Yale-New Haven Hospital (YNHH)–Hospital of Saint Raphael deal.
JJ Adjacent Markets Come Together
Another contemporary transaction type is a partnership between two strong regional players with
adjacent, but not overlapping, markets. The organizations join forces to more effectively manage costs
and expand population health capabilities. Examples include the merger now under way between Scott &
White Healthcare and Baylor Health Care System in Texas and the partnership between Cone Health and
Carolinas HealthCare System in Greensboro, NC.
JJ Bolt Onto a Bigger Chassis
Many recent partnerships involve large facility-related capital commitments. For example, Advocate
Health Care merged with Condell Medical Center in 2008 and then with BroMenn Regional Medical
Center in 2010. Both deals involved a commitment from Advocate to build a new bed tower. Alternatively,
when the deal is between a not-for-profit independent hospital and an investor-owned chain, often a
large foundation is created with the proceeds of the sale. There are numerous examples of these deals,
including the establishment of Steward Health Care in Boston, MA, and Vanguard Health Systems’
purchase of Detroit Medical Center.
JJ The Big Four Acquire More
The four largest Catholic health systems—Ascension Health, Catholic Health Initiatives (CHI), Dignity
Health and Trinity Health—have reach that is increasingly national in scale and scope. All four continue to
acquire independent hospitals nationally, such as Trinity Health’s acquisition of Loyola University Health
System in the Chicago area. When independent Catholic hospitals, facing the same economic challenges
as other hospitals, look for merger partners, they often look to one of the “Big Four” due to their balance
sheet strength and shared Catholic heritage. Indeed, when an order renounces its sponsorship of a
hospital, remaining Catholic is often a requirement and facilitates completion of the deal.
Six Deal Types Dominate the M&A Landscape
Most consolidate on their last
breath before they exhaust
their capital…. If you merge
because you’re aligned,
not because you’re going
bankrupt, that goes better.
—Peter Anderson, SVP, Strategy
and Business Development,
Sutter Health

Confidential and Proprietary © 2013 Sg2 | 5
JJ AMCs Become Academic Medical Systems
The rising employment of physicians by community hospitals presents challenges to academic medical
centers (AMCs), whose leaders fear that their historical referral sources for tertiary and quaternary cases
may be lost. To solidify their referral streams, and to build out their Systems of CARE (Clinical Alignment
and Resource Effectiveness) through an enhanced ambulatory presence, some AMCs are acquiring
community-based health systems. Sometimes the AMC acquires the community hospital outright, as in
the case of Johns Hopkins. Other academic medical systems, like Duke, are in joint ventures (JVs) with
investor-owned chains that bring capital to the table.
Case Study: Former Competitors Join Forces to Save Capital, Stabilize Finances
Yale-New Haven Hospital and Hospital of Saint Raphael, Connecticut
Yale-New Haven Hospital, a 1,008-bed AMC, had competed with the Hospital of Saint Raphael,
a 511-bed nonprofit hospital just six blocks away, for many years. Positioning itself as the “high-
touch” Catholic institution, Saint Raphael had long competed effectively with the “high-tech” YNHH.
By the late 2000s, however, Saint Raphael was in financial distress, and looking for a merger partner.
■ The Sisters of Charity of Saint Elizabeth, Saint Raphael’s sponsoring order, searched broadly for
an affiliation partner, considering Catholic and non-Catholic organizations and even speaking
with investor-owned systems. At the same time, YNHH CEO Marna Borgstrom and Saint Raphael’s
CEO Christopher O’Connor began to discuss building a unified health system to serve the needs of
the entire region as the market transitioned to population health management.
■ It soon became clear that a Saint Raphael-YNHH partnership could generate significant synergies.
YNHH had reached capacity and was planning to spend up to $600 million on a new patient
tower, while Saint Raphael had an increasing number of empty beds. If YNHH purchased Saint
Raphael, it could immediately add 500 beds and obviate the need for a large capital expense.
Understanding the potential of a partnership, YNHH paid $160 million to acquire Saint Raphael’s
assets, allowing Saint Raphael to pay off its debts and work toward meeting its pension
obligations. Synergies and cost reduction opportunities, including standardizing supplies and
vendors and avoiding duplicative capital purchases, were identified. YNHH also committed to
invest in Saint Raphael’s buildings and technology.
■ The acquisition closed in September 2012. The Saint Raphael campus has been integrated into
YNHH, with one workforce, one medical staff and, by June 2013, one EMR. Clinical care at the
campus continues to abide by the Ethical and Religious Directives of the Catholic Church.
Lessons Learned
■ In any partnership where the parties were competitors, relationship building is critical. For
example, YNHH’s CEO traveled to the Sisters of Charity of Saint Elizabeth convent to get to
know the sponsoring organization. Leadership also worked to gain the trust and confidence
of the archbishop and the Connecticut attorney general, each of whom approved the deal.
■ In addition to relationship building at the top of the organization, cultural integration of the
workforce was a major focus throughout the process, and it continues to be essential.
Sources: Sg2 Interview With YNHH, January 2013; Violante TR. The new math for hospitals. April 9, 2012; Cuda A. Yale-Saint
Raphael merger solves hospitals’ problems. September 11, 2012; YNHH. YNHH and Hospital of Saint Raphael become one
[press release]. September 11, 2012.
Health System Consolidation
Confidential and Proprietary © 2013 Sg2 | Sg2.com6
Market Mix of National, Regional and Local Systems
Will Vary
As individual health care markets change and the current M&A mania continues, national mega-systems will
continue to grow. But this does not mean the local nature of health care will disappear, with all independent
providers being swallowed up by large chains. In some markets, independent hospitals have no reason to
change ownership. And, contrary to some advice in the marketplace, there is no “magic number” (in terms of
dollars in the organization’s coffers) that determines which systems can stay independent and which will be
Nationally, consolidation will persist over the next few years, with transaction volume continuing to accelerate.
However, by 2018, four years after the introduction of health insurance exchanges, expect merger activity to
JJ 2018 Hospital Industry Will Include a Variety of Players
The organizations that are currently being formed by merger activity will be able to combine significant
market share and risk contracting infrastructure to effectively manage the health of the populations they
serve. Across the board, these organizations will have lower costs and better outcomes. Integration
across the System of CARE will become the norm, rather than the exception. Perhaps most important,
the large majority of health systems will be financially stable and better positioned to meet the needs of
their communities. Sg2 expects the following roster of health systems to remain:
■ Five or six large national systems. Some of these systems will have a Catholic heritage; others
will be primarily investor-owned. We have already begun to see national “mega-deals,” such as
the consolidation of Trinity Health and Catholic Health East, as well as the recently announced
acquisition of Vanguard Health Systems by Tenet.
■ Strong local and regional systems. Although most markets will have at least one national
system, many local and regional integrated delivery networks (IDNs) will thrive in the post-reform
era. Strong local and regional health systems that are large enough to bend the cost curve and
assume risk will be well positioned. Examples include Advocate Health Care, Carolinas HealthCare
System and Presbyterian Healthcare Services in New Mexico. These local IDNs may themselves
merge—for example, St Joseph Health and Hoag Hospital in Orange County, California. But these
organizations are unlikely to “morph” into national chains as some of their competitors fear. Many
of these systems will be community based; others will be academic medical systems, such as
Indiana University Health.
■ Stand-alone hospitals and health systems. The number of independent hospitals and health
systems inevitably will decrease; however, they will not disappear entirely. Certain community-
based hospitals and health systems that are “indispensable” in their local markets have the
potential to survive, and even thrive, in the new era.
JJ Some Hospitals Will Close
Declining inpatient utilization, combined with cost pressures, means that many communities with excess
inpatient capacity will be faced with tough decisions. It is certainly more cost-effective to run two full
hospitals than three with excess capacity, for example. Mergers that lead to capacity reductions and/or
outright hospital closures will become increasingly common. Over the last 20 years, the large majority of
hospital closures nationally have occurred in rural communities, but in the future hospital closures will
more frequently occur in over-bedded urban markets.
Source: Sg2 Analysis, 2013.
Confidential and Proprietary © 2013 Sg2 | 7
Navigate Rapid Market Consolidation
The remainder of this report presents a strategy-driven approach to consolidation for both buyers and sellers.
Making a Strategic Partnership Decision 8–17
Put strategy first ................................................................................................................................... XXXXXXXXXX8
Evaluate the market ............................................................................................................................ XXXXXXXXXX9
Identify gaps and determine if partnership can advance the strategy ......................................... XXXXXXXXXX10
Quantify the organization’s indispensability ................................................................................... XXXXXXXXXX11
Weigh options based on the Sg2 Indispensability Assessment .................................................... XXXXXXXXXX14
Carefully manage communications ................................................................................................. XXXXXXXXXX15
Case study: Merged system brings stakeholders into conversation ............................................ XXXXXXXXXX15
Choose the optimal transaction structure ....................................................................................... XXXXXXXXXX16
Case study: Alternative deal structure boosts sellers’ finances and grows system .................... XXXXXXXXXX17
Considerations for Sellers vs Buyers 18–22
For sellers it all comes back to strategy ........................................................................................... XXXXXXXXXX18
Sellers must identify the best partner ............................................................................................. XXXXXXXXXX19
For buyers an analytical approach to selecting partners is essential ........................................... XXXXXXXXXX20
Buyers must put relationships to work ............................................................................................ XXXXXXXXXX21
Case study: IDN follows strategic objective in acquisitions ........................................................... XXXXXXXXXX22
Keys to Success in Navigating Market Consolidation 23
Health System Consolidation
Confidential and Proprietary © 2013 Sg2 | Sg2.com8
Hospitals and health systems considering a merger, acquisition or other partnership—whether as a buyer or a
seller—should begin by revisiting and confirming their strategy. This strategic “refresh” allows the organization
to revise its strategic plan in light of today’s market realities and provides a foundation for considering
partnership in a methodical, deliberative way. A high-level team of executives, board members and clinical
leaders is generally best suited to carry out this reconsideration.
JJ Convene an Assessment Work Group and Staff
An assessment work group of approximately 10 to 15 people should be assembled to evaluate the
organization and market. The work group should include the board of directors (or a selection of
members, if the board is a large one), augmented with key organizational leaders and trusted clinicians.
Include leaders who can provide analytic context to the discussion, such as the senior vice president
(SVP) of strategic planning and the CFO.
Team for Partnership Assessment
JJ Focus on Key Strategic Objectives
When organizations begin considering partnership, it is tempting to leap to questions like “Whom should
we partner with?” or “What should the partnership deal look like?” But these questions should be
addressed much later in the process. Instead, the important questions in the early deliberations are:
■ What are the organization’s key objectives? Examples might include extending regional reach,
building an integrated delivery network, or moving toward population health management. These
goals should drive institutional and market evaluations and decisions on partnership.
■ Does the organization have the capacity to meet these objectives? If not, how can it best work
toward achieving them?
Keeping the key strategies top of mind ensures that discussions about partnership are reasoned and
quantitative rather than reactive and emotional. Leaders should acknowledge that partnership is a
sensitive topic, and then ask the team to set emotions aside and concentrate on what the organization
is trying to accomplish.
Making a Strategic Partnership Decision
Put Strategy First
Work Group
(10–15 Members)
■ Board of directors
(all or a subset)
■ Key executives
■ Key clinical leaders
Confidential and Proprietary © 2013 Sg2 | 9
Evaluate the Market
Making a Strategic Partnership Decision
As the organization begins its discussions of potential deal making, the first step is to evaluate the
JJ Assess How the Market Is Changing
Many markets have altered very rapidly over the past few years, while others are slower to evolve.
Organizations should consider the following analyses to build a set of assumptions about the future of
the local market:
■ An analysis of health care demand in your market over the next decade. The Sg2 Organization
Demand Forecast can be used to predict volumes specific to the enterprise; the Sg2 Market
Demand Forecast projects utilization by service area or zip code. Both of these applications are
based on the Sg2 Impact of Change® (IoC) forecast.
■ A traditional competitor assessment, including share, physician alignment and service line
■ An evaluation of the physician marketplace, including physician loyalty and trends in physician
practice acquisition
■ Trends in payers’ local contracting approaches, such as value-based contracting
Sg2 Forecast, Sample Market, 2013–2023
How is utilization projected to change in my market?
Sg2 Forecast
Population-Based Forecast
Sources: Impact of Change® v13.0; NIS; PharMetrics; CMS; Sg2 Analysis, 2013.
Health System Consolidation
Market Inpatient Discharges Market Outpatient Volumes
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Once an organization has a clear vision of its goals and its market, a gap analysis will establish what can and
cannot be accomplished with current resources. A robust discussion of how best to fill these gaps, including
the benefits of M&A and other partnerships, comes next.
JJ Perform a Gap Analysis
Examine whether the organization has:
■ Human Resources: The right set of skills and an adequate number of individuals to achieve the
strategic vision
■ System of CARE: The right assets or partnerships that perform across the care continuum
■ Geographic Coverage: Access points in key markets in terms of service type (eg, immediate care)
and appropriate location
■ Operating Efficiency: Scale to perform well in key areas, such as revenue cycle and supply chain
■ Technology: An EMR that is integrated across sites of care
■ Processes: The right processes in place, or a way to develop the right processes, in areas such
as clinical performance and facilities management
■ Capital: The money to achieve its vision or access to cost-effective financing
■ Time: The ability to execute ahead of the competition to achieve business goals
Sample System of CARE Gap Analysis
JJ Consider Whether to Partner
The next question is, “Can the organization build what is needed to fill the identified gaps, or must it
‘buy’ a solution via partnership?” For example, if lack of funds is an issue, a capital partner should be
considered. If gaps in talent exist, partnership with a larger entity may address that need.
Perhaps most important, the discussion at this point should focus on whether a partner is needed and
what a partner would help the organization achieve—not who potential partners should be and what the
transaction might look like.
Identify Gaps and Determine if Partnership Can Advance
the Strategy
Making a Strategic Partnership Decision
Lifestyle Center
Urgent Care Center
Skilled Nursing
Home Health
Surgery Center
Confidential and Proprietary © 2013 Sg2 | 11
Hospitals and health systems considering whether a partner could be beneficial in achieving strategic
objectives should take their self-evaluation a step further to analyze two key areas: market performance
and financial performance. A dispassionate, quantitative look at these two characteristics can provide an
“Indispensability Assessment”—an estimate of the organization’s ability to thrive in its current structure or
to negotiate with a potential partner from a position of strength.
Keep in mind, however, that any information generated as part of this work, from emails to presentations,
could potentially be reviewed by state and federal regulatory agencies charged with approving any future
deal. Therefore, any organization considering partnership should seek legal counsel throughout the process.
Indispensability calculations look different from a seller’s vs a buyer’s viewpoint.
JJ Indispensability From the Seller’s Perspective
A hospital with low indispensability will face significant challenges without the assistance of a larger
organization. In these cases, an outside partner is needed to enable the hospital to sustain itself.
A highly indispensable hospital or health system, by contrast, has the organizational and financial
performance to succeed on its own—and the clout to drive a hard bargain if a potential buyer comes
courting. A highly indispensable organization may also decide to seek a partner to meet its strategic
goals. For example, the organization may wish to “buy” a population health competency by acquiring
a partner rather than build one on its own. Or a localized system seeking to build regional reach may
be able to expand more quickly through partnership than organic growth.
JJ Indispensability From the Buyer’s Perspective
In today’s buyer’s market, national chains and strong local or regional systems have many sellers
seeking their attention. A potential partner’s Indispensability Assessment allows buyers to quickly
determine a seller’s strengths and weaknesses. Alternatively, the tool can be used to compare, contrast
and prioritize multiple opportunities using a common set of metrics. It can also serve as a guide to the
seller’s negotiating leverage. The more indispensable a potential partner, the higher the “price” the seller
can command.
Sg2 Indispensability Assessment Categories
Quantify the Organization’s Indispensability
Making a Strategic Partnership Decision
g Ind
Note: Sg2 Indispensability Assessment categories and scoring are discussed on page 14.
Health System Consolidation
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Quantify the Organization’s Indispensability (Cont’d)
Making a Strategic Partnership Decision
Made up of 12 measures that are often readily available to the assessment work group, the Sg2
Indispensability Assessment allows a seller to understand its status in the partnership marketplace, and
a buyer to evaluate potential acquisitions.
The scoring methodology for the Indispensability Assessment was developed using national benchmarks;
however, local market forces may necessitate adjustments. For example, while national data indicate that a
primary service area market share of 16% should score just one point, in some fragmented markets a 16%
share would be market leading, boosting the score to four points.
JJ Market Performance
Market performance indicators capture how attractive a local market is and how well positioned the
organization is in that market. The maximum score is 20 points.
Sg2 IoC Inpatient 10-Year
Volume Growth Trend
(Including Pediatrics) Points
≥15.0% 5
10.0% to 14.9% 4
5.0% to 9.9% 3
3.0% to 4.9% 2
0.0% to 2.9% 1
<0.0% 0
Primary Service Area
Market Share Points
≥40% 4
30% to 39% 3
20% to 29% 2
10% to 19% 1
<10% 0
Percent of Revenue From
Commercial Contracts Points
>50% 3
40% to 50% 2
30% to 39% 1
<30% 0
Experience With
Pay for Value
Points for
Participate in full/partial
capitation risk contract 1
Accountable care contract with
Medicare 1
New clinically integrated PHO 1
Mature clinically integrated
Total points
Brand Strength (Self-
Assessed or From Brand
Preference Survey) Points
High—market leader 2
Medium—no real difference
from other providers 1
Low—limited market leadership 0
Sg2 Market Performance
Ranking (See Appendix,
page 24.) Points
Percentile ranking: 76 to 100 2
Percentile ranking: 26 to 75 1
Percentile ranking: 0 to 25 0
Total Market Performance Score ________
PHO = physician-hospital organization.
Source: Sg2 Analysis, 2013.
1 4
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JJ Financial Performance
Financial performance indicators capture whether the organization is financially sustainable as an
independent entity and has the resources to fund its strategy. The maximum score is 20 points.
Operating Profit Margin Points
>5.3% 4
4.0% to 5.3% 3
2.8% to 3.9% 2
2.3% to 2.7% 1
≤2.2% 0
Average Wage- and Mix-
Adjusted Direct Cost/Case Points
≤$3,200 3
$3,201 to $4,000 2
$4,001 to $4,200 1
>$4,200 0
Average Age of Plant Points
<9 years 4
9 to 9.99 years 3
10 to 10.99 years 2
11 to 11.99 years 1
≥12 years 0
Sources: Standard & Poor’s Ratings Services. US Not-for-Profit Stand-Alone Hospital Ratios: Providers Confront a Difficult Road After a Stable Ride
in 2011. August 2012; Sg2 Analytics, 2013.
Health System Consolidation
Long-term Debt/
Capitalization Ratio Points
<26.0% 4
26.0% to 28.9% 3
29.0% to 31.9% 2
32.0% to 35.9% 1
≥36.0% 0
Points for
Fully deployed inpatient EMR 1
Fully deployed outpatient EMR 1
Days Cash on Hand Points
≥300 3
200 to 299 2
150 to 199 1
<150 0
Total Financial
Performance Score

Confidential and Proprietary © 2013 Sg2 | Sg2.com14
Weigh Options Based on the Sg2 Indispensability
Making a Strategic Partnership Decision
The organization’s market and financial performance scores, taken together, reveal its ability to succeed as
an independent entity, or alternatively, its strength of hand in deal making. Armed with this self-knowledge,
organizations can more wisely consider their consolidation opportunities and challenges.
Scoring the Sg2 Indispensability Assessment
After completing the Indispensability Assessment, the organization is prepared to begin considering what
type of deal to make and with whom. If the assessment results are not definitive, key leaders are not in
agreement or there are multiple good choices, revisit the strategic objectives and gap analysis findings to
clarify decision making.
The partner selection process will be different for buyers and sellers, but both will need a robust
communication plan.
Market Performance Score ≥10
Financial Performance Score <10
A provider with robust market performance and
weak financial performance can be strengthened
by joining an enterprise in good financial health.
Through shared services, the partner can enable
the organization to increase margin.
Market Performance Score <10
Financial Performance Score <10
Weak market and financial performance spell
challenges on many fronts; even sustainability
may be at risk. With few options for the seller,
the buyer can dictate terms.
Market Performance Score ≥10
Financial Performance Score ≥10
An organization that scores well on both market
and financial performance is well-situated for
success, either independently or as a partner.
Market Performance Score <10
Financial Performance Score ≥10
The combination of weak market performance and
strong financial performance likely portends future
challenges. An organization in this position should
seek a partner expeditiously.
Confidential and Proprietary © 2013 Sg2 | 15
Carefully Manage Communications
Making a Strategic Partnership Decision
It is almost impossible to keep the partnership exploration process completely confidential once it begins
in earnest. To control the message and prevent the rumor mill or local media from releasing inaccurate
information, organizations should develop and follow a disciplined communication plan. A communications
consultant with M&A expertise may be a useful addition to the team. Key steps include the following:
■ Set a “bright line” on confidentiality but expect leaks. The process should be as transparent as
possible, but there will always be important aspects that must be kept confidential. While the bright
line may shift over time, continually communicate to the team what can and cannot be discussed
publicly. And assume that anything in writing will make its way to competitors, the local media and
perhaps to potential partners.
■ Identify key stakeholders and develop tailored messaging. Employees (management and non-
management), physicians, and key community leaders need to be kept informed of deal progress.
But the information provided to each group should be customized to its particular needs and concerns.
■ Lay out the facts. For all groups, be clear on the reasons the organization is considering partnership
and how the process will likely unfold. Anticipate likely questions, and develop thoughtful answers.
■ Provide regular updates. Often the partnership process—particularly the due diligence and regulatory
approval phases—takes many months. Regularly scheduled updates will quell the rumor mill.
Case Study: Merged System Brings Stakeholders Into Conversation
St Peter’s Health Partners, Albany, NY
In 2011, Northeast Health, St Peter’s Health Care Services and Seton Health came together to form
St Peter’s Health Partners. The merger created an integrated health system with $1.2 billion in
revenue and 12,000 employees. Because the merger was so large relative to the size of its market,
many stakeholders who could have opposed the transaction were involved.
■ Leadership from the new system developed a detailed stakeholder management plan. The first
step was to compile a comprehensive list of stakeholders, including community leaders, elected
officials, patients, payers, physicians, faith leaders and boards of the three organizations.
■ An outreach plan tailored to the concerns of each stakeholder group was drawn up. The CEOs
and board members met with key stakeholders and talked through the challenging issues that
led to the merger decision.
■ Management made time to “bring people into the conversation” about the reasons for the merger.
■ The merger gained the support of a broad range of stakeholders including payers, which
became instrumental in the merger achieving regulatory approval. The merger was approved by
the numerous regulatory bodies with jurisdiction, including the state attorney general, the New
York Department of Health and the Federal Trade Commission.
Stakeholders don’t expect you to do what they want, but they want to be heard and they want
to be considered in your plan. Do not try to convince them. Instead, educate them on the
factors that led to the merger decision.
—Jim Reed, MD, President and CEO, St Peter’s Health Partners

Source: Sg2 Interview With St Peter’s Health Partners, February 2013.
Health System Consolidation
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Strategic goals involving capital availability and local control generally dictate transaction type. For example,
a hospital seeking capital will likely have to cede a major amount of local control in a merger or acquisition.
If the hospital seeks back office support to contain costs, local control can likely be retained in a JV or joint
operating agreement. But options abound, and partners can be creative in structuring the best deal to meet
strategic needs. Views on deal structure may also evolve during ongoing discussions.
one Size Does Not Fit All: organizational Needs Drive Transaction Structure
■ Affiliation is a contractual agreement—often for a tertiary facility to bring specialty
services to a community hospital—rather than an equity-based arrangement.
■ A provider contracts to purchase specific services, most commonly support services
such as revenue cycle and supply chain, from another provider.
Operating or
■ A third-party health system manages day-to-day operations in exchange for a fee,
allowing for some back office services to be consolidated.
■ The fiduciary board of the entity being managed remains, but its top executives
generally become employees of the managing organization.
Joint Venture ■ JV involves equity investment in a subsidiary, a new corporation or an umbrella
parent entity.
■ The amount of equity investment can vary and is not always a majority share.
■ All investors participate on the JV’s board; some may have reserve powers.
■ A minority investor may manage day-to-day operations of the JV hospital.
Merger ■ Deal entails total financial, organizational and operational integration of two
entities, most often via a noncash transaction among not-for-profits.
Acquisition ■ Deal involves total financial, organizational and operational integration of two
entities, most often with a for-profit entity purchasing a not-for-profit.
■ Purchase price is generally endowed to a community-controlled foundation.
Choose the Optimal Transaction Structure
Making a Strategic Partnership Decision
Source: Sg2 Analysis, 2013.
Operating or

Merger Acquisition
ExAMPLE Yale-New
Haven &
& WellStar
Health Care
& Various
& Detroit

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Case Study: Alternative Deal Structure Boosts Seller’s Finances and Grows System
Carolinas HealthCare System
In the mid-1990s, Carolinas Medical Center in Charlotte, NC, formed the Carolinas HealthCare System
(CHS). In the early years of the system, the organization had five hospitals, with a service area based
largely in the Charlotte metro area. In the late 1990s and early 2000s, many community hospitals in
counties surrounding Charlotte were struggling financially and began to contact CHS with an interest
in partnership. CHS had a vested interest in seeing these hospitals succeed because they served
a critical role for those local communities, including being a safety net provider for the uninsured
and underinsured.
■ These early partners desired CHS’s management expertise but wanted to retain a local fiduciary
board. While the organizations were facing some financial and operational challenges, the
CHS leadership felt that finances, operations and quality could improve under the system’s
■ Over the next few years, CHS developed a management services arrangement with hospitals in
four outlying counties. Under this arrangement, CHS and the local hospital signed a long-term
management contract. Key features included:
— Local fiduciary board. The existing governance structure remained in place.
— System-selected management team. The local hospital executives became employees of
CHS, thereby enabling CHS to match organizational need with executive talent.
— Shared services. Key support services, such as materials management, corporate compliance
and revenue cycle, were provided by CHS at a system level as part of the contract.
— Management fee. In exchange for its management expertise and leadership services, CHS
was paid a management fee.
■ By providing management expertise and a shared-services infrastructure, CHS was able to
improve these hospitals’ overall performance. As a result, many of these local organizations
were able to generate their own capital. In return, CHS received a management fee, and the
partnerships did not stretch the CHS balance sheet as a traditional full asset merger could.
■ As CHS has grown and the health care market has evolved, new potential additions to the CHS
portfolio are looking for a different set of capabilities than those joining early on. Now CHS’s
expertise in accountable care and risk management, as well as its quality improvement
capabilities, is of most interest to potential partners. In addition, CHS’s national reputation
provides its local hospitals the ability to recruit and retain leaders from around the country.
■ Carolinas HealthCare System has expanded to be one of the nation’s largest not-for-profit
health systems, with over 60,000 employees and more than $8 billion in revenue. It operates
39 hospitals, one-third of which have been added to the system since 2008.
Source: Sg2 Interview With Carolinas HealthCare System, January 2013.
Health System Consolidation
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For Sellers It All Comes Back to Strategy
Considerations for Sellers vs Buyers
For health systems that have concluded they need to partner, a well-organized, methodical approach will
continue to keep the process on track, particularly for organizations new to the art of the deal. Identifying
the individuals who will select potential buyers is critical. And, as in earlier stages, a strategic orientation will
produce the best outcome.
JJ Pick the Team That Will Select the Partner
The CEO and board chair should select a small group of executives, board members and aligned
physicians to evaluate potential partners. Financial and legal advisors from outside the organization
should also be included in this select group.
Ideally, the team members should not have preconceived notions about a transaction structure
or particular partners, and should have broad influence with colleagues in the organization and
community. This team should report progress to the full board at its regularly scheduled meetings
or at other appropriate intervals.
Teams for Partnership Assessment, Selection and Decision
JJ Stay Focused on Strategic Objectives
Once the partnership process begins, it becomes all too easy to focus on the mechanics of deal
structure, the negotiation and, in some cases, the rumor mill. A core function of the selection team
is to ensure that strategy drives the deal, rather than letting the deal process drive strategy. Before
negotiation begins the team should ensure that the organization’s “must-haves” are clearly articulated.
We’ve certainly done a lot of M&A, but we’ve also done a lot of management
deals and leased hospital arrangements…. We will go and try to be part of
that strategic planning process to sort through the options.
— Russ Guerin, EVP, Business Development and Planning
Carolinas HealthCare System

Work Group*
(10–15 Members)
■ Board of directors
(all or a subset)
■ Key executives
■ Key clinical leaders
(5–10 Members)
■ Board executive
■ Key physician leaders
■ Legal counsel
■ Financial advisor
■ Board of directors
*See page 8.
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Sellers Must Identify the Best Partner
Considerations for Sellers vs Buyers
Based on the results of the market evaluation, gap analysis and Sg2 Indispensability Assessment, a seller
organization should have a clear picture of exactly what it seeks in a buyer. Starting with a sizable group of
potential partners, the organization narrows the search through frank discussions and careful comparisons.
JJ Cast a Wide Net
At this point an initial conversation is the best way to confirm whether any given partner actually has
the desired characteristics. This first round of conversations should include at least four potential
partners; six to eight would be ideal. Most important at this stage is to keep an open mind and not
make assumptions about what a given partner may or may not bring to the table. Hospital leaders are
often surprised by how much they learn in these early conversations, so casting a wide net can enhance
perspective significantly.
During these discussions, be clear with potential partners about the hospital’s strengths and
weaknesses and the value a partner should bring. To the extent possible, include members of the
selection team in these conversations. Potential partners may not take an organization’s desire to
partner seriously unless governance is at the table from the outset.
JJ Generate a Short List and Make the Selection
Based on the initial set of partnership meetings, identify the two to four potential partners that can best
meet the organization’s objectives. The short list provides a second or third option in case the first-choice
partner is not interested.
Then, in conjunction with key financial and legal advisors, determine the best way to select among the
remaining candidates. Some hospitals develop a request for information and/or request for proposal
(RFP) based on their business objectives and evaluation criteria. This makes it easier to compare
potential partners in an “apples to apples” evaluation process, and a proposal can serve as a basis for
a letter of intent.
JJ Consider Starting Small
In some instances, it may be beneficial for organizations considering a partnership to forge a more
modest alliance for a specific purpose rather than a major ownership deal. For example, the affiliation
between LifePoint Hospitals, an investor-owned organization in Tennessee, and Duke University Health
System began with one hospital in Duke’s cardiovascular network. The larger partnership grew out of the
positive experience at that location.
If we don’t have a clear indication that the board
wants a partnership, I won’t even get on a plane.
—SVP, National IDN
“ ”
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For Buyers an Analytical Approach to Selecting Partners
Is Essential
Considerations for Sellers vs Buyers
A select number of large systems around the country with strong balance sheets, an efficient operating
platform and, in many instances, expertise in accountable care face a different set of decisions than many
independent hospitals. For these large and healthy institutions, the question is whether to expand the system
through M&A. At the same time, strong independent hospitals are issuing RFPs and receiving multiple offers.
For potential buyers, navigating this environment can be challenging. Just like sellers, buyers are best served
by identifying what they want to achieve through partnership and then following a rational, well-thought-out,
quantitative approach.
JJ Be Reactive AND Proactive
Many health systems, particularly those that
are national or super-regional in scale, can
find themselves “drinking from the fire hose,”
with many hospitals reaching out to them
each week to discuss partnership options.
While these calls may reveal some great
opportunities, only being reactive means that
other options can be missed. Sophisticated
buyers also have a proactive approach to
partnership, actively seeking out possible targets.
Such a dual approach makes it essential to have an analytic framework for evaluating all deals. The most
advanced players have developed proprietary models for analyzing and ranking potential markets. The
markets with the highest promise are then assessed in depth, and each potential partner is appraised.
Once this review is complete, the outreach and relationship-building process can begin with the strongest
prospects. (See page 21.)
JJ Weigh the Possibility of Alternative Financing
Many large not-for-profits are using nontraditional financing models for expanding their footprint.
Both Duke Medicine and Norton Healthcare have partnered to pool capital resources and expertise
with LifePoint Hospitals.
JJ Be Explicit About the Organization’s Value Proposition
As more and more consolidation occurs, increasing numbers of hospitals are using an RFP process to
find a partner. As a buyer in a competitive bidding environment, being explicit about the organization’s
value proposition could not be more important. Proposals should address how the buyer can meet
the specific needs of the independent hospital or system. Being large or financially successful is often
necessary but not sufficient. Buyers’ proposals should focus on unique characteristics that drive value,
such as a low-cost support services platform or a clinical integration competency.
JJ Know Where the Organization Is Flexible, and Where It Is Not
As for sellers, it is critical for buyers to put together a list of must-haves before any contract negotiations
commence. Often organizations spend many months negotiating contracts where the must-haves
do not surface until the end. The opportunity cost of wasted time in the current environment cannot
be overstated.
Five years ago we would have pursued 90%
of the people who contacted us. Looking at
2012 we pursued less than half.
— Russ Guerin, EVP, Business Development
and Planning, Carolinas HealthCare System

Confidential and Proprietary © 2013 Sg2 | 21
Buyers Must Put Relationships to Work
Considerations for Sellers vs Buyers
While it is crucial to take a systematic, methodical approach to partnership, that doesn’t mean personal
relationships are unimportant. On the contrary, relationships can open the door to a broad range of
JJ Send an Emissary
Often business relationships develop through a mutual business partner or acquaintance. For that
reason, some organizations rely on a recently retired executive or board member with a broad relationship
network to conduct outreach to potential partners. The emissary conducts the initial meeting with a
potential partner, gauges the level of interest and passes the “warmest” leads along for follow-up.
JJ Balance the Hard and Soft Sides of Deal Making
Even the best deal may fall through if the “soft” skills of relationship building are given short shrift.
Conversely, it’s also a mistake to choose a partner based on personal relationships if the more objective
criteria for the deal are lacking.
JJ Build Relationships for Future Collaborations
The most fruitful partnerships tend to grow over time rather than developing all at once. As acquiring
organizations identify potential partners and then conduct outreach, the first thing they may hear from
the target organization is, “We’re not interested.” It would be a mistake to let the conversation end at
that point. Acknowledge that the potential partner may not have an immediate interest, and yet it would
be beneficial to get to know each other as future collaboration opportunities, big or small, may arise.
Perhaps two or three years from now the organization’s situation or outlook may have shifted, and that
is when the earlier relationship building may bear fruit. Instead of two strangers across the negotiating
table from each other, the two organizations’ leaders will already know each other, thereby providing a
basis for collaboration.
Health System Consolidation
This deal was done 90% on relationships. Not 60/40. 90%/10% relationships.
—gayle Capozzalo, EVP, Strategy and System
Development, Yale New Haven Health System
“ ”
Confidential and Proprietary © 2013 Sg2 | Sg2.com22
Case Study: IDN Follows Strategic Objectives in Acquisitions
Vanguard Health Systems*
Vanguard Health Systems is an investor-owned IDN with 28 hospitals in five states: Arizona, Illinois,
Massachusetts, Michigan and Texas. As a leading investor-owned system, it is regularly contacted by
independent hospitals seeking partnership, leading to many opportunities that must be vetted.
■ Vanguard’s overarching strategic objective is to be a population health management organization.
Because it views scale as a critical component of population health management, the enterprise
seeks to manage at least 500,000 lives in each of its local markets with a network that is
clinically integrated across the care continuum. Vanguard evaluates each partnership opportunity
to determine whether it has the potential to further this objective and enters markets only where
it can build scale.
■ Historically, Vanguard has met this goal either through a single transaction, as in Michigan where
it purchased eight Detroit hospitals at once, or through multiple transactions, as in Arizona where
it acquired six hospitals in the Phoenix area. The organization is also active in its existing markets,
seeking to add scale to its current operations.
■ By having clear and focused objectives, Vanguard does not waste valuable resources on pursuing
opportunities that cannot provide the scale that it sees as necessary to manage the health of a
population. Instead it pursues only the opportunities that are in line with its strategy.
* On June 24, 2013, as this report was going to press, it was announced that Vanguard Health Systems
would be purchased by Tenet for $1.8 billion, or 70% over its stock price. The acquisition, which is
expected to close by the end of 2013, will expand Tenet’s geographic reach and service offerings as
well as diversify its earnings sources.
Sources: Sg2 Interview With Vanguard Health Systems, January 2013; Chicago Healthcare Daily. Vanguard to be acquired by Tenet. June 24, 2013;
Vanguard Health Systems. Tenet to acquire Vanguard Health Systems for $21 per share in cash [news release]. June 24, 2013.
When we look at new markets, we want scale. We won’t go into a market with just
one facility, unless there is an immediate opportunity to have regional scale.
— Trip Pilgrim, Former Chief Development Officer and SVP
Vanguard Health Systems
“ ”
Confidential and Proprietary © 2013 Sg2 | 23
Keys to Success in Navigating Market Consolidation
Throughout deliberations on partnership, organizational strategy should drive consolidation strategy, and not
the other way around.
Put strategy first.
■ Convene an assessment work group to evaluate the market and the organization.
■ Determine the enterprise’s key strategic objectives and use that vision to steer the partnership
Evaluate the market.
■ Assess how the organization’s market is changing in terms of utilization, competitors, physician
alignment and payer contracting.
Identify gaps and determine if partnership can advance the strategy.
■ Conduct a gap analysis of human resources, System of CARE, geographic coverage, operating
efficiency, technology, processes, capital and time.
■ Evaluate whether the organization can fill identified gaps on its own or will need a partner to
advance the strategy.
Quantify the organization’s indispensability.
■ Assess market and financial performance using 12 measures that paint a detailed picture of the
system’s status in the partnership market.
Weigh options based on the Sg2 Indispensability Assessment.
■ Use the indispensability score to gauge either the ability to succeed as an independent entity or
strength of hand in deal making.
Carefully manage communications.
■ Develop and follow a disciplined communications plan:
— Demand confidentiality but don’t be surprised by leaks.
— Tailor the message to key stakeholders.
— Lay out the rationale for the deal and how it is likely to unfold.
— Provide regular updates.
Choose the optimal transaction structure.
■ Select a transaction structure that supports the strategic goals of the partnership.
If selling:
■ Remember that it all comes back to strategy.
■ Identify the best partner.
If buying:
■ Take an analytical approach to selecting partners.
■ Put relationships to work.
Health System Consolidation
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Sg2 Market Performance Ranking, Sample Market
The Sg2 Market Performance Ranking application compares a hospital’s Market Performance Score (MPS)
to others in its self-defined market to assess relative performance.
In the application, cursor over the organization’s name to see the percentile ranking of its MPS.
From the Sg2 Center for Strategic Planning
Anticipate the Impact of Change
Sg2 is the health care industry’s premier provider of market data and information.
Our analytics and expertise help hospitals and health systems understand market
dynamics and capitalize on opportunities for growth.
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Answered Same DayMay 04, 2021


Sumita Mitra Roy answered on May 04 2021
26 Votes

Consolidation of healthcare system:
The benefits of merging with large regional healthcare system is immense as it would increase the exposure in the field of healthcare. Moreover, the...

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