Midweek wrap: Walgreens sells off $1.1B Cencora shares, R1 RCM goes private for $8.9B, Steward’s unwinding with 2 hospital closures, 1,200+ laid off, $30M state funding, bids due for physician group, CEO Senate hearing

August 7, 2024 | by

Retrenching is the theme this (crazy) week.

Walgreens sells another 2% of Cencora shares, raising $1.1 billion of much-needed cash. Walgreens reduced its ownership share of the drug distributor formerly known as Amerisource Bergen to 10% by selling the remainder of their unencumbered shares, approximately 2% of the common stock. Known as a Rule 144 sale of restricted or control stock, the proceeds as of 1 August are $818 million followed by a concurrent share repurchase by Cencora of $250 million. This is the third sale this year: in May Walgreens sold 1% for $400 million and in February 2% for $990 million. All these sales were to fund operations and pay down debt. Despite the further reduction, Ornella Barra, COO International of Walgreens Boots Alliance, will continue on Cencora’s board. The partnership agreement remains in place. Release, Healthcare Dive, Reuters

Revenue cycle management company R1 RCM finally found investors to take it private.  TowerBrook Capital Partners and Clayton, Dubilier and Rice are the winners, acquiring R1 for $8.9 billion. They will purchase outstanding shares at $14.30 per share in an all-cash deal expected to close by the end of 2024. Private equity investor TowerBrook already owns 36% of the company. This shuts out rival New Mountain Capital as their 23 February bid was offered at a lower $13.75 per share. At that time, New Mountain owned 32%; that bid valued the company at nearly $6 billion. The purchase will be financed with a combination of committed debt financing and equity from investment funds affiliated with TowerBrook and CD&R. Large shareholders Ascension Health Alliance (also R1’s major customer) and Coliseum Capital Management were not mentioned in the acquisition release.

In March, a special committee was formed by their board to evaluate strategic alternatives, code for ‘we believe it’s undervalued’. The company is currently traded on Nasdaq and closed today at $13.96. R1 closed 2023 profitably with net income of $3.3 million, flipping a $63 million 2022 loss, on a revenue increase of nearly 25% to $2.3 billion. Q1 and Q2 2024 are a more mixed picture. Q1 had revenue of $603.9 million, up 11% year-over-year, but with a net loss of $35.1 million caused in part by $10 million in losses created by the Change Healthcare ransomware attack. Q2 continued the trend, with revenues of $627.9 million up 12% versus prior year, but a widening net loss of $7.6 million versus $1 million in the prior year. Q2 earnings release, Q1 earnings release, FierceHealthcare, Healthcare Dive

Seeking ‘strategic alternatives’ for current investors and going private seems to be the new fashion in the crowded healthcare business process outsourcing (BPO) and RCM sectors. Profitable but problematic companies such as Veradigm [TTA 28 May] and GeBBS [TTA 17 Apr] both up for sale or investment. To date, Veradigm has not gone public with any offers, but GeBBS was scheduled last month to have binding offers submitted by Carlyle Group, Hillhouse Investment, and CVC Capital Partners. ChrysCapital, India’s largest private equity firm, owns 80% of GeBBS. Economic Times (India)

The messy unwinding of Steward Health Care in the US Bankruptcy Court for the Southern District of Texas continues.

  • The court approved the closure of two Massachusetts hospitals, Carney Hospital in Dorchester and Nashoba Valley Medical Center in Ayer, at the end of August. Neither hospital received qualifying bids in the sale process and both hospitals, serving primarily low-income patients, are among the worst performers in Steward’s anemic portfolio.
  • Based on WARN notices filed with the state, over 1,200 people will lose their employment as well as communities losing services. 
  • Yesterday, the Commonwealth of Massachusetts agreed to provide $30 million to keep the six remaining hospitals in the state running in two tranches: $11.3 million on 9 August and $18.7 million on 16 August. 
  • Those hospitals are being handed over to NYC-based Apollo Global Management, a global alternative asset manager, to facilitate their sale from current landlords Medical Properties Trust and partner Macquarie Infrastructure Partners to new operators.
  • Auctions pushed forward include the Arizona hospitals, with a new bid deadline of 12 August with a 19 August sale objection deadline and a 22 August sale hearing. Other hospitals in Ohio, Pennsylvania, Arkansas, and Louisiana have not been rescheduled after their canceled auctions.
  • The Stewardship Health practice group now has a bid deadline of 6 August, with the sale objection deadline now 9 August and the sale hearing set for 13 August. Optum walked away from its deal back in April with the Chapter 11 filing and there is no word if they are bidding in bankruptcy.

Additional updates: the Senate investigation of Steward is going forward with a subpoena issued to CEO Ralph de la Torre. The public hearing of the HELP Committee and his appearance are scheduled for 12 September. FierceHealthcare No further developments in the US Attorney’s Boston office investigation of violations of the Foreign Corrupt Practices Act about Steward’s business dealings in Malta between 2018 and 2023. One wonders whether Dr. de la Torre will sail off on his 190-foot superyacht to one of the few places where extradition is difficult, such as Ecuador, Bolivia, Venezuela, or Iceland.

Healthcare Dive, Becker’s 31 July, Becker’s 6 August  Most recently in TTA 2 July, 18 July, 25 July

Roundup: Walgreens’ new chief legal officer; Digital Health Collaborative launched; fundings/M&A defrosting for b.well, R1 RCM, Abridge, Reveleer; Veradigm likely delists, buys ScienceIO–mystery? (updated)

February 27, 2024 | by

Walgreens’ CEO Wentworth’s final add to Executive Committee named. Lanesha Minnix was announced on Monday as the company’s new global chief legal officer and EVP, effective 15 April. She comes from being general counsel and corporate secretary for Ecolab, a Fortune 500 water, hygiene and infection prevention company. As chief legal officer, she will oversee Walgreens’ global legal, compliance, corporate governance and corporate security functions. Ms. Minnix succeeds Danielle Gray, who left in January to “pursue an external opportunity” (Reuters). Yahoo Finance from PR Newswire

A new organization to ‘advance digital health adoption’ launched last week. The Digital Health Collaborative, a coalition of 14 healthcare and consumer organizations, is committed to “evidence-based, cost-effective, equitable digital health solutions.” Their initial activities are expected to include a national purchaser survey, grantmaking, and convenings. The DHC is supported by the Peterson Health Technology Institute (PHTI) and led by Caroline Pearson, also the Executive Director at the NYC-based Peterson Center on Healthcare.

The 14 organizations backing the DHC are: AARP, AHIP, Alliance for Connected Care, American Medical Association (AMA), American Telemedicine Association (ATA), Consumer Technology Association (CTA), Digital Medicine Society (DiMe), Digital Therapeutics Alliance (DTA), HLTH Foundation, Innovation and Value Initiative (IVI), International Consortium for Health Outcomes Measurement (ICHOM), National Alliance of Healthcare Purchaser Coalitions, The National Committee for Quality Assurance (NCQA), and RockHealth.org.

The DHC with support from PHTI has established a Research and Impact Fund for aligned research and programs. The first grant was provided to DiMe for its Integrated Evidence Plans for Digital Health Products. While a fine list, this Editor notes no payers or hospitals (end user groups) or cybersecurity organizations to advocate for digital health security. DHC release

Some funding and M&A action…zounds!

b.well Connected Health’s Series C clocks in at $40 million. Leavitt Equity Partners led the raise which tops up b.well’s funding to $98.8 million. Their last funding round was a $32 million Series B in July 2021 with HLM Venture Partners as the lead. b.well markets its FHIR-enabled Connected Health platform to unify healthcare data, solutions, and services for end users at payers, providers, and employers. Joining the board are three new members: Andrew Clark, Managing Partner at Leavitt Equity Partners, Ryan Howells, Principal at Leavitt Partners and Executive Director of the CARIN Alliance, as an independent director, and Hon Pak, MD, Head of Digital Health at Samsung. Samsung is a key partner of b.well. A key joint project involves giving Galaxy smartphone users control over their longitudinal health records, as well as proactive, personalized health insights via Samsung Health, with easy access to care from providers including Walgreens, Northwell Health, Lee Health, ThedaCare, and others. Is the lettered round an indicator of Better Times ahead? Release, FierceHealthcare

R1 RCM may go private via investor group. An investor group led by New Mountain Capital is offering to take the revenue cycle management (RCM) company private to buy up shares they do not already own at $13.75 per share. New Mountain holds 32.43% of shares and is working with an investment group that includes another major shareholder TCP-ASC (TowerBrook Capital Partners that has a 29.64% stake, plus Ascension Health Alliance–Ascension accounts for nearly half of R1’s income), putting them at over 62% if TowerBrook goes all in. Mr. Market has weighed in and says that the offer price is already obsolete. It  represented a tidy premium to Friday’s close at $11.10, but the current trading on Nasdaq is well above the bid at $14.45. Current shareholders such as Coliseum Capital Management LLC, one of the five largest shareholders, have already stated to the board that the company is undervalued at the offer price. R1 traded in the $18 as recently as last summer, but hit a headwind at end of year with the loss of customer Pediatrix on implementation issues. But based on their 2023 performance despite this, the other investors are making a good case. R1 RCM is the largest publicly traded RCM company for hospitals and healthcare systems. They closed 2023 profitably with net income of $3.3 million, flipping a $63 million 2022 loss, on a revenue increase of nearly 25% to $2.3 billion.  Reuters, Healthcare Dive

Abridge, a clinical documentation and ‘clinical conversation’ company, is enjoying a lush Series C of $150 million led by Lightspeed Venture Partners and Redpoint Ventures leading five other investors. Abridge has a conversational AI technology using LLM and speech recognition to ease the burden of taking notes during the doctor’s appointment and states it is fluent in 14 languages across 55 medical specialties. Its last raise was a $30 million Series B just last October. A good reason why both is that it is fully integrated within Epic. According to HISTalk, Lightspeed advisor Paul Ricci is a former chairman and CEO of Nuance, one of Abridge’s biggest competitors, so one has to assume he knows what’s what inside this technology. Axios

Another NLP and AI powered healthcare data analytics company, Reveleer, is also topping its tanks with a $65 million raise. Hercules Capital led the venture round on a total funding of $208 million. Release

Veradigm nears a delisting on Nasdaq due to reporting–but plans acquisition of ScienceIO, in what has to be a first. The continuing delisting watch on Veradigm (the former Allscripts) is fading to black with the company anticipating its failure to file needed financial statements with Nasdaq. Its stock continues to decline (today at $7.32 as of noon ET).

Since March 2023, Veradigm has had trouble with required reports due to faulty financial software and has begged extension after extension. The required reports due by Tuesday 27 February are for 2023 quarterlies on form 10-Q and its annual 2022 report on form 10-K.

Veradigm is also facing a slew of shareholder lawsuits on the decline in its share price [TTA 3 Jan]. To counter this, Veradigm announced today (27 Feb) that the board of directors is adopting a limited duration stockholder rights plan that issues by means of a dividend one preferred share purchase right for each outstanding share of Company common stock to stockholders of record on the close of business on 8 March 2024. This becomes exercisable only if a person or group secures beneficial ownership of 10% or more of the outstanding shares in the next year. The rights plan is obviously designed to compensate shareholders in the event of a takeover not approved by the board (i.e. a hostile takeover) via accumulation of stock and make a sale to an unapproved buyer less attractive. Release, MarketWatch/WSJ

Apparently Veradigm is healthy and profitable, according to analysts reported in Healthcare Dive. The company estimated unaudited revenue between $608 million and $622 million for its fiscal year 2023. Net income from continuing operations is estimated between $49 million and $58 million, according to the filing. This, coupled with its business as a data company, further adds to the mystery around their reporting to Nasdaq.

Simultaneous to the delisting, Veradigm announced today that it is acquiring yet another company, ScienceIO, that is (surprise!) an AI company. Veradigm will leverage ScienceIQs proprietary large language models on Veradigm’s rich data set and more. Acquisition cost of $140 million in cash (subject to customary adjustments for cash, indebtedness, working capital and transaction expenses) has approximately $44 million deferred, substantially all of which is payable in installments on each of the first three anniversaries of the closing date. Release

This is not the first acquisition that Veradigm has made with the delisting hanging. In January, Veradigm announced the acquisition of Koha Health, which specializes in orthopedic/musculoskeletal (MSK) revenue cycle management (RCM).

Updated 28 Feb: Nasdaq is delisting Veradigm effective 29 February. It will continue to trade OTC under MDRX until whatever time they become compliant with their reports. Veradigm is not appealing at this time. Healthcare Innovation. Veradigm release