PROVIDENCE — For months, specific details regarding the proposed blockbuster deal between Lifespan, Care New England Health System, and Brown University have been shielded from the public.
But on Thursday afternoon, state regulators released pages of the systems’ Hospital Conversion Act application, which offers some details about what a newly merged system with 80 percent market power in Rhode Island might look like.
The public can access the documents on the Attorney General’s website.
Many of the documents have been redacted before being released to the public, but after examining some of the pages, here are some answers to patient questions on the proposed merger.
Q: What will the new system be called?
Executives have officially filed Articles of Incorporation with Rhode Island’s Secretary of State’s Office to name the new entity. If approved, it would be called the Rhode Island Academic Health Care System, Inc. Articles of Incorporation can be found here. Lifespan CEO and president Dr. Timothy J. Babineau and Care New England’s CEO and president Dr. James E. Fanale are both listed as “directors” of the system. CNE’s board chairman Charles R. Reppucci and Lifespan’s board chairman Lawrence A. Aubin Sr. were also listed as “directors.”
Q: Where do executives plan to expand care?
- Care New England’s Express Care Center in the Pawtucket and Central Falls area.
- Executives are assessing the need to build “one or two” ambulatory care centers throughout the state, which they said would “expand access to lower-cost ambulatory care” by focusing on currently underserved areas.
Details that showed how and where these centers might be located was redacted.
Q: Where do executives plan to decrease care?
The application said the system would redirect appropriate cases from Rhode Island Hospital to ambulatory surgery centers. It also said that executives are assessing the need to build “one or two” ambulatory care centers throughout the state, which they said would “expand access to lower-cost ambulatory care” by focusing on currently underserved areas.
Q: Executives said this deal will cost about $4 billion. Who is pledging to put up the capital?
In the definitive agreement and if the deal is approved by regulators, Brown promised to commit at least $125 million in the system’s first five years. In the HCA application, executives claimed capital commitments will be shared with Lifespan and CNE’s existing board members to “expedite the approval process.”
“Regardless, RIAHCS is committed to investing more than historical levels (approximately $100 million per year combined),” read the application.
Q: What does Lifespan and Care New England want to address in this merger?
In the redacted version of Lifespan and Care New England’s Hospital Conversation Act application, the systems said they have worked to address a number of issues — all of which were redacted — through various strategies and initiatives but that the problems persisted.
“The best way for the parties to meet growing needs of the state and region is by integrating,” wrote executives in the application. The systems allegedly developed a “clinical integration blueprint” to achieve the following goals:
- Coordinate and standardize care to reduce waste.
- Increase access to lower-cost care and accelerate the transition to value-based payment models.
- Improve quality and decrease disparities in health care outcomes.
- Transform Rhode Island into a hub for life sciences research and innovation.
- Nurture the local health care workforce.
Q: When do the systems plan on achieving these goals?
According to the HCA application, within five years.
“The initiatives identified to achieve these goals require CNE and Lifespan to operate in a way that would not be possible absent a combination,” read the application. “By coming together... in conjunction with their academic affiliation with Brown, can help the state avoid the uncertainties that come without a robust, full-service academic health care system (underserved communities, fragmented care, migration of services to Massachusetts and Connecticut, and undercapitalized research and clinical programs) while managing healthcare cost growth, improving the quality of care, increasing access to the appropriate care settings in the communities it serves, reducing disparities, and transforming Rhode Island into a world-class hub of research and innovation.”
Much of their integration plan to achieve these goals was redacted.
Q: What does the future of Women & Infants Hospital look like?
According to the application, the executives want to transform Women & Infants Hospital into a “comprehensive women’s hospital.”
“Healthcare for women is particularly fractured in Rhode Island,” read the application. Women & Infants, currently owned by CNE, is the only women’s hospital in the state and largely focuses on obstetrical, gynecology, and breast cancer care. Meanwhile, Rhode Island Hospital, owned by Lifespan, focuses on complex surgical and medical cases requiring other specialists (like urology and cardiology). So the care is spread across two systems at this point, which executives say is “inconvenient and leads to suboptimal coordination.” They said this “drives over-utilization and rising healthcare costs.”
The application said the new system will have a “combined range of expertise needed to transform WIH from a largely obstetric and breast/gynecology cancer-focused hospital into a comprehensive women’s hospital that supports a range of specialties.”
But the details on the transformation’s “several components” are redacted from the public.
Q: Lifespan and Brown said previously that they would eventually apply for a National Cancer Institute designation, the highest federal rating a cancer center can achieve. Is that still on track?
Executives at Lifespan’s Cancer Institute and Brown University’s Cancer Center have told the Globe previously that whether a merger between Lifespan and CNE goes through or not, the Center and Institution will apply for NCI designation.
In the merger application to the state, executives said an IAHS would “advance cancer research and improve access to advanced treatments in development.” The key milestones to establish a Rhode Island-based comprehensive cancer center, though, were redacted.
Q: How do the systems plan on “increasing access to lower-cost care?”
The majority of the cost section of integration plan is redacted.
But the executives claim they would “work with payors to develop innovative payment models and lower costs.” They also say that if combined, the systems would be able to “accept the financial responsibility for a larger number of covered lives, including the vast majority of covered Medicaid lives.”
Q: How do the systems plan to improve quality and decrease disparities in outcomes?
South County Hospital, the state’s only independently-owned and operated hospital, was the only hospital in Rhode Island to receive five star ratings from the Centers for Medicaid and Medicare in 2021, which they received in Overall Quality and Patient Experience.
In the application, Lifespan and CNE executives say system-wide goals to redesign quality infrastructure and goals would include:
- Centers for Medicaid and Medicare Overall Quality ranking of four stars or higher.
- Better than the national average in overall and major service line rates of readmission, hospital-acquired conditions, morbidity, and mortality.
- Better than peer performance on Healthcare Effectiveness Data and Information Set (HEDIS) measures.
- Eliminate differences in patient quality and satisfaction outcomes by race, ethnicity, gender, and other social factors.
Q: How do CNE and Lifespan plan to make investments to support primary care?
CNE and Lifespan claimed in the application to “both currently have significant primary care practices serving” Rhode Island, and Lifespan recently finalized an agreement with Coastal Medical. But executives at each system also said they have committed to providing $10 million over three years to address the social determinants of health, including the lack of affordable housing, food insecurity, insufficient transportation to/from medical appointments, social isolation, and unemployment.
The new board and management will have final authority on the allocation of the $10 million.
Q: Will any workers lose their jobs immediately if the merger is approved?
According to the application, executives don’t “anticipate changes in current overall staffing levels for the first three years” since services remained the same.
Q: What will happen to the current CEOs and board members?
If the merger is approved and the transaction closes, the newly formed system will have co-CEOs and an equal number of individuals selected by CNE’s and Lifespan’s board of directors to serve on the new board. There will also be a number of individuals who will be selected to serve on the new board that have not served on CNE or Lifespan’s board in the last three years and up to three board members who are individuals not associated with either system, but could be associated with Brown. These initial board members will serve a term of two years.
Once a new system CEO is chosen, Fanale and Babineau will be removed from the board and replaced by the current CEO.
Senior officers and managers will remain in their positions at this time, earning the same salary.