R.I. attorney general’s office releases Lifespan-Care New England merger application

Nearly two months after the application was deemed complete, the public can finally see what the state’s two largest health care systems have proposed. The merger has not yet been approved by the state

Front row left to right: Charles Reppucci, Chairman of the Care New England Board of Directors, Lawrence A. Aubin, Sr., Chairman of the Lifespan Board of Directors, and Samuel Mencoff, Chancellor of the Corporation of Brown University. Back row left to right: Dr. James E. Fanale, Care New England President and CEO, Dr. Jack A. Elias, Dean of The Warren Alpert Medical School, Dr. Timothy J. Babineau, Lifespan President and CEO, and Christina H. Paxson, President of Brown University. February 23, 2021.Bill Murphy/Lifespan

PROVIDENCE — Nearly two months after Attorney General Peter Neronha deemed the application for the proposed blockbuster deal between Lifespan and Care New England Health System “complete,” his office began releasing thousands of pages of the application to the public Thursday.

The public can access the documents on the Attorney General’s website.

The documents include everything from potential job postings to emails from executives to the attorney general’s office, explaining what the proposed merger between the state’s two largest health care systems might look like.

When the systems’ Hospital Conversion Act application was deemed complete in mid-November, it was a major milestone in the regulatory process, but it did not mean the merger had been approved by the state.

The systems had until the end of 2021 to decide which items in the document’s thousands of pages would be considered “confidential.” Neronha’s office reviewed it, agreed on the items that could be shielded from the public (such as phone numbers and email addresses), and then the application was made public.

Four lawyers from Neronha’s office, as well as a dedicated health care expert paid for by Lifespan and Care New England, still have to determine if the merger will be helpful to Rhode Islanders, or at least keep the status quo. If they find the proposed merger will negatively impact Rhode Islanders’ access to care and its quality, then Neronha is expected to deny the merger. He can also choose to approve the merger with stipulations.

Neronha has until March 16, 2022 to make his decision.

Public hearings to gather comments written testimony on the deal will be scheduled by “mid-to-late January” now that the the application is available, according to the attorney general’s office. Neronha and his team are still questioning the systems’ executives. Even after the HCA application was deemed “complete,” Neronha told the Globe, that the review process will continue before any decision can be made.

Dr. Timothy Babineau, the president and CEO of Lifespan, and Dr. James E. Fanale, the president and CEO of Care New England, will have to go through another series of interviews to ultimately define their end goals for the merger. The executives of both systems have said the merged entity, which will also include Brown University, will be worth $4 billion. But they, and the hospitals they lead, have gone through this process before. Lifespan and Care New England have attempted to merge several times since the late 1990s, but each effort failed.

Lifespan owns the Miriam, Hasbro Children’s, Newport, Bradley, and Rhode Island hospitals and is known for its work in neurology, cardiology, orthopedics, pediatrics, and cancer treatment and care. Care New England owns Women & Infants, Kent, and Butler hospitals and has expertise in family medicine, obstetrics, gynecology, neonatology, and adult psychiatry.

In June 2020, the systems’ leaders agreed to return to merger talks, attempting to join forces after the COVID-19 pandemic exacerbated their financial pressures. Their boards and CEOs signed a letter of intent to merge in September 2020 and then signed a definitive agreement in February of this year.

This attempt, observers have noted, seems different because of Brown University’s partnership. The university has designated a minimum of $125 million to develop a world-class integrated health system. But Brown is not a signatory on the merger application to state or federal regulators, and it’s still unclear what Brown’s role would be within the new system. Critics of the deal have long said that the proposed system, which would oversee 80 percent of the market’s hospital beds, would raise prices, not improve access, and could become a monopoly.

In an email to Neronha in September, Brown University President Christina H. Paxson laid out some ways that a merger could strengthen Brown’s role, such as having shared investments, a shared strategic program, and a Brown representative serve on the board.

“Although some of these benefits may be partially realized in the existing bifurcated system they can only be fully realized if there is an integration and transformation of Care New England and Lifespan into a new full service IAHS supported by a single affiliation agreement with Brown,” wrote Paxson. Paxson also said Brown will enter into a “new, comprehensive and much stronger Academic Affiliation Agreement” with the newly merged system, if it is approved.