Value over volume The drivers of health care M&A in 2017 How to win in a thriving deal market
Value over volume The drivers of health care M&A in 2017 Gregory Park Partner, US Health Transaction Advisory Services (TAS), Ernst & Young LLP Greg has more than 25 years of investment banking and consulting experience across a spectrum of areas, including business strategy development, mergers and acquisitions (M&A) advisory, public and private equity (PE), convertibles, highyield, fixed income and leveraged finance. His industry teams focuses on strategy development, strategic business review, corporate finance analysis, sell-side M&A, buy-side M&A, corporate divestitures, leveraged buy-outs, spin-offs and carve-outs, synergy analysis, takeover defense, joint ventures, pre-distressed and distressed situations, governance and control issues, debt and equity capital raising. Greg has advised on and executed more than 100 transactions with more than US$100 billion of deal value. Dan Shoenholz Managing Director, Co-head of Health Care Parthenon EY, Ernst & Young LLP Dan has more than 20 years of experience in commercial due diligence, corporate and growth strategy, portfolio optimization, business plan development and performance improvement. Dan has worked extensively with companies and PE firms on both front-end strategic analyses and transaction-related advice across a wide range of industries. He has deep experience in a number of areas in the health care industry, including multisite providers, academic medical centers, hospital services, health care technology, revenue cycle management, medical devices and specialty pharmaceuticals. Prior to joining Ernst & Young LLP in 2009, Dan was a senior manager in the Private Equity Advisory and Strategy practices of Bain & Company. Adam Sorensen Principal, US Health Transaction Advisory Services (TAS), Ernst & Young LLP Adam is a Principal within Ernst & Young LLP Transaction Advisory Services focusing on integration and carve-outs for health care systems and health plans. He has served as a strategic advisor to regional and national health system leaders and boards on complex transactions. Adam s transaction experience spans all aspects of the merger life cycle with a specialty in leading large, complex health system integrations and carve-outs with focus on synergy definition, realization and program management. He has deep experience across the health system enterprise in strategy, operations, finance, technology and organization design. Prior to joining the organization Adam was a principal at Deloitte Consulting. 2 Value over volume
Value over volume Health care M&A will remain strong in 2017, driven in part by the expectation that the costs of care will increasingly shift to a value-based model. Health care dealmakers have been busy in recent years. EY s Gregory Park, Dan Shoenholz and Adam Sorensen have been at the center of the action. In a wide-ranging interview, the three describe the drivers of M&A in 2017, hot subsectors and the most important trends. Do you expect M&A activity to remain strong in 2017 across the US$3.3 trillion US health care industry? Park: Given the drive for health care companies to capture more of the health care dollar, as well as to develop direct consumer-facing brands, M&A will remain a strategic imperative for these companies. With US$1 trillion-plus of cash on health care company balance sheets today, we expect these companies to deploy that in a meaningful way on the M&A front. On the PE front, which has close to a US$1 trillion in dry powder, a large portion of which is dedicated to health care, we ve seen no abatement in interest in the health care sector. Shoenholz: It s shaping up to be another healthy year for deals. You have all the pieces in place, including a relatively benign financing market, significant capital to deploy and some important strategic imperatives on the corporate side. How important is the move to value-based reimbursement as a driver of deals in the health care space? Sorensen: Ten years ago, the drivers of health care mergers were very different. These included the need to build scale and purchasing synergies the opportunity to order more products through a set of consolidated contracts. But in recent years providers have begun to recognize, as we shift from a volume-based reimbursement environment to something that s more value-based, that having different pieces of the care continuum is more and more important. Payers and providers are going to be looking for more vertical acquisition-type opportunities. Building out a care continuum will lead to more effective outcomes for patients, and that s going to benefit shareholders. Park: Our view is that the market has been going and will continue to go to one of a value-based reimbursement where you have quality outcomes and a shrinking reimbursement dollar per beneficiary. And while the regulatory dynamics are important, the market is moving toward value-based no matter what. Sorensen: The implementation of (the Medicare Access and CHIP Reauthorization Act of 2015 [MACRA]), which is a payment system for physicians designed to move them off the 100% volume-based system, is going to be an important driver bringing data and results to the forefront. MACRA is bringing accountability and shared risk to health care business models, and the upside is greater than the potential downside. Park: We ve seen physician-centric M&A activity be quite robust the last several years. We think that activity will increase. Legislation such as MACRA forces physicians to take value-based payments. And we do expect both strategics and PE firms to become much more active in the physician sector than they ever have been. Traditionally, physicians have worked toward either aggregating within multispecialty groups, or moving to a hospital setting. We think managed care players will start getting more involved, as will PE. In what specific subsectors do you expect to see strong dealmaking activity? Shoenholz: In the core markets, you ll see hospitals continuing to acquire additional capabilities mostly outside of the hospital bed, such as post-acute care. You ll see mergers of hospitals, likely accelerated by the coming pressures on their economics. On the PE side, there will be a continued focus on multisite physician operators and clinical businesses whether they be physical therapy, urgent care or dental practice management. Dermatology has been very active. And I think there are other specialities such as ophthalmology and gastroenterology that might follow in these footsteps. Value over volume 3
Park: Health care IT will continue to be an actively invested sector. It s a bit different from traditional technology, given health care reimbursement and the regulatory dynamic, but it will be an important factor in squeezing costs out of the system. 3,000 2016 PE health care deal volume Number of US PE deals, 2000-2016 What about medical devices? Shoenholz: Medical technology s business model evolution is a number of years behind pharmacology. It s behind in evolving the sales model as well as in taking more of a category leadership and portfolio approach to the business. It s behind in technology and innovation. The devices space is also very fragmented. And so those factors will play out in M&A themes. There s also business model innovation. Take medical technology company Stryker, for example, which last year acquired Sage Products, an infection-prevention products company. This is traditionally not something a product company would have thought about. But its hospital customers are increasingly being paid on value-based outcomes, which means infection prevention and readmission prevention are much more important. Having the ability to offer service value beyond the product becomes key. Then there s international expansion. Generally speaking, these companies still have a fair bit of overexposure to the US market. They may be looking outside of the US market going forward. Lastly, analytics and data will be a big M&A theme. Medical technology companies are traditionally focused just on products and sales, but they re starting to recognize that there s value embedded in the information they might have in those devices. 2016 saw a number of health care megadeals get rejected by antitrust authorities. How do you think those rejections will inform the appetite to do large, ambitions deals going forward? Park: Each antitrust rejection presents its own set of circumstances. I don t believe these will have a chilling effect on other M&A activities, large or small, because each has its unique set of dynamics. The market is moving in a way that requires providers and insurers to both gain scale and create 2,000 1,000 0 2000 2001 2002 2003 2004 2005 2006 2007 Source: thomsonone.com ; https://www.thomsonone.com/directoryservices/2006-04-01/web.public/login.aspx?brandname=www.thomsonone.com 3.7.9.18833&protocol=0; accessed 01 Jun 2017. efficiencies that will necessitate M&A activity down the road. Valuations are currently quite high. How are PE buyers justifying the prices they re paying? Shoenholz: Having conviction and a good thesis as to how the business is going to grow is more important than ever. What we find oftentimes in health care is massive variations in the attractiveness of markets in terms of the reimbursement rates, as well as the competition and the demand for health care. You could buy the same business in two very different footprints and get very different outcomes. So, before you invest, you need to do your homework, have a good strategy and have the right management team. And those things become more important when multiples are high and you have less margin for error. It sounds like an investor can really get tripped up by getting local demographics wrong. Is that leading to deal opportunities? 2008 Note: includes buyouts of US targets only, health care excludes biotech, 2016 figures as of 12/27/2016. Sorensen: Health care is still a very local business. Health care organizations, especially national health care organizations on the provider side, have really looked to divest certain markets where they weren t 2009 2010 2011 2012 2013 2014 2015 2016 Other Health care as competitive. They recognize the energy that it takes to be successful in today s environment with all the complexities. So they d rather focus and channel their resources and energy into markets where they are first or second in market share. You really do have to get into the details of what makes a local market tick in order to be successful. Ultimately, how impactful will new legislation around health care be on the M&A market? Park: So the Affordable Care Act presented a tectonic shift in the way that health care is delivered and paid for in America. The question now is whether, under the new administration, there will be another tectonic shift in the market, with aftershocks. Pundits and market observers will obviously comment on that actively in real time. Our view is, on a long-term basis, that the market is one of self-determination. We have fewer dollars covering more people for health care services, and we re moving to a value-based system. 4 Value over volume
EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. About EY s Global Health Sector Across the world, health care systems and entities are under unprecedented pressure. Spiraling costs, exacerbated by aging populations and emerging market growth, are bringing newfound focus on value and outcomes. Mobile health and data analytics promise to revamp care delivery but are also bringing in competitors from other sectors. For governments, payers and providers, these trends create a host of challenges: extracting insights from big data, partnering in new ways, boosting operating efficiencies and more. EY s Global Health Sector brings together a worldwide network of more than 4,000 sector-focused assurance, tax, transaction and advisory professionals with a range of health care and business backgrounds. Our wide-reaching network allows us to rapidly share leading practices and solutions around the globe and deploy diverse delivery teams to meet your needs. ey.com/health Ernst & Young LLP is a client-serving member firm of Ernst & Young Global Limited operating in the US. 2017 EYGM Limited. All Rights Reserved. EYG no. 03771-174GBL 1704-2269991 ED None This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com To learn more contact: Jacques Mulder US Health Leader jacques.mulder@ey.com Gregg Slager Global & US Health TAS Leader +1 212 773 8041 gregg.slager@ey.com Gregory Park Partner, EY US Health TAS +1 212 773 4929 gregory.park@ey.com Dan Shoenholz Managing Director, Co-head of Health Care Parthenon EY +1 212 773 4517 dan.shoenholz@parthenon.ey.com Adam Sorensen Principal, EY US Health TAS +1 212 360 9616 adam.sorensen@ey.com 5