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Bill Russell: Amari, why while, while we have some time, why don't you introduce yourself, give give a little bit of your background, and then I will get us I'll get us going in a minute or so.

Amirah: Sure. Thanks for joining everyone. Just to get us started, I'm Amira Rio. I'm the Executive Vice President with Optimum Healthcare IT I oversee our advisory services practice and one of the main areas that I oversee is mergers and acquisitions. And so my background, to give a little bit of context I am former Epic started in the industry about 16 years ago.

So excited to be here. Bill, thanks for inviting me.

Bill Russell: looking forward to the conversation. This is interesting. This comes up a fair amount in our 2 29 meetings. This whole concept of how do you make it through the M&A process and what does that look like both from the acquiring entity and from the being acquired entity and how do you get to that single medical record?

I've heard in fact there was one of the meetings was really fascinating Because one of the CIOs was talking about. They have a, I'm gonna say 60 day just to be kind, but I think it's like a 30 day, like from the moment the deal is done until the new system is on the new medical record. I think it's 30 days is what they had.

You know, part of the main build. I mean, is that an accurate depiction of the kind of challenge that exists a certain amount of trauma associated with M&A?

Amirah: Yeah. I would say that there's two trends in the market nowadays, and I think for anyone on any part of that gamut. M&A is becoming faster because the sooner that you can fold them in, the sooner you can realize the revenue cycle benefits have, you know, continuity of patient care, et cetera.

Bill Russell: Back when I was CIOI, I'm gonna say this and you're gonna cringe, but they used to do deals without in including it. And the deal would get done and it would say things like, you can stay on your EHR if you'd like. And I'd be like, how did you agree to this?

Like, there's, how are we going? And immediately they're pushing for efficiencies. But we had to figure out how to create the connectivity between the two EHRs and all the mess that exists when you have multiple systems. That is, we've moved away from that, haven't we?

Amirah: We have, yeah. I mean, everybody now wants to integrate.

Bill Russell: So what is the long poll in the tent when you have these two entities coming together and when can you actually start the work.

Amirah: Yeah, so I was trying to avoid the term long pole in the ton. Because I tend to overuse it, so I was trying to go with long lead items. Well, I since you started it though, I used

Bill Russell: it and I'll probably do, I'll just say AI for right now, just so if it happens to come up, I'll be the one who brought it up.

Amirah: No, it's all good. So yeah, so as far as when you can started, depending on how it goes a lot of times if there is a distressed entity, the, you know, bankruptcy court, if they're involved, will allow you to have a certain period from signing to assess. And then from there, it's kind of a go no go period to get the implementation going.

So a lot of times they have a neglected infrastructure, right? So they're not in good shape as far as power and network goes. How much can you engage? With the acquiring entity to get in there and assess that and bring your power and network vendors to assess what's needing to be happen. Can it withstand putting in a parallel you know, infrastructure alongside of the legacy system?

Because what you wanna do is continue functioning business as usual until you can cut over that entity. So a lot of times what we do is put. In a parallel infrastructure that can be switched over at Go Live. So there's a lot of planning and procurement, which is out of your hands, how long that takes.

Your third parties requires a lot of phase zero, if you will, assessment work. You know, getting the current state application portfolios for both the acquiring and acquired locations, and being able to do, you know, a rationalization of what needs to come over, what is gonna be replaced by Epic, for example, and what needs to continue on.

Things like your hvac, your tube systems, badging systems, a lot of times continue on and what needs to happen there. And then quickly you need to move into. Contracting and aligning the vendors with the timelines, because you can say that you are ready to do this in six months time, but if vendors cannot staff and align to your timelines, you're going to have to mitigate around that.

So doing that early is key.

I would assume that same kind of thing sort of exists where it's like, look, this is what we need on day one, and then we will do X, Y, and Z as it moves forward.

Amirah: Thank you. That's a perfect segue into this. So minimum viable product if you're trying to do a rapid M&A minimum viable product, is at the foundation of a project like this.

So the acquiring hospitals policies, workflows, content standards if you will, so technical standards, et cetera, integrations. Will be the foundation. The reason for that is that you minimize the amount of decision making that needs to happen, or you allow for it to be quicker. You then also minimize the impact to the acquiring hospital and the amount of change management and training and changes to the acquiring hospital so you can continue business as is.

Bill Russell: This is a massive change management project.

Amirah: Yes.

Bill Russell: What does the team look like for this kind of thing? I obviously, it's getting touched by, it's getting touched by security, it's getting touched by infrastructure, it's getting touched by and not only I, you know, clinical informatics nursing, I mean, it's getting touched by everybody.

Everybody. But what is, what is the, the nucleus of the change management team look like usually?

Amirah: Yeah, to start, that is a really good call out. So if you're going about this as minimum viable product, that means that you're you're shrinking the amount of build and testing that needs to happen, but you're increasing the amount of change management that needs to happen.

And something that I like to say about change management before I get into what the structure looks like is it is a, it's a multiplier. So you could have follow me here with some basic math. So if you have a nine out of 10, great system, but you only have adoption at two out of 10. You're looking at a score of 18.

So couple things there. You'll have a number of parallel work streams, so you're going to have your devices, network, cyber infrastructure, that technical work stream. You're gonna have one focused on data migration. You'll have one focused on your EHR rollout, another one on third parties, and then you're gonna have your change management work stream that sits on top from there.

Technical effects. Third party effects, technical, especially in the land of like medical devices, for example, like integrations, et cetera. So you need to make sure you have key people that go across your work streams as well.

Bill Russell: I'm gonna give you a chance to breathe because I just hit you really quick out of the gate.

I wanna thank Optimum Health IT for for uh, making you available and sponsoring this this webinar. For those of you who have questions go ahead and drop 'em in the chat. We are monitoring the chat and we will try to get to those. For those of you who signed up and gave questions, we have a lot of them.

There's uh, I think there's over 30 questions over here. So what I'm gonna try to do is I'm gonna, I'm gonna go hit some of these questions right now. And just I mean, I'm trying to put 'em into categories here. One of the categories is change management and effective transitions.

Amirah: early on it's defining what is the delta to the acquired hospitals, so knowing what the change is. So that's step number one.

Bill Russell: So we're just going to assume that the acquiring hospital is the standard.

Amirah: Yep.

Bill Russell: Okay.

Amirah: And then where you find deviations, then you will have an escalation path to approve any deviations.

So there's gonna be instances where. An acquired hospital has is a smaller entity. So they have MA staff, for example, doing things that nurses do at the acquiring hospital. So unless you change your staff over, you have to allow for a deviation to allow the MAs to do additional duties. That's an example that I've come across.

Frequently and communicate effectively. So understand what the communication channels are and start socializing the change that's coming. And then training is one part of change management, but there's a myriad of readiness activities that help people get used to the system and understand it because you want them to see it more than once.

Bill Russell: You know, at UGM this year, Judy stood up and said what we've learned over the years, and we're talking 50 years here. If that Big Bang implementations are better than phased implementations do you ascribe to the same concept?

Amirah: I typically do, yeah. I mean, sometimes you have external factors that don't allow you to go about it as a big bang, but being able to structure and

communicate and then absorb one large change tends to be better than number of changes back to back.

Bill Russell: Resourcing a Big Bang project can be very challenging. I you're still running hospitals, right? So they're still functioning, they're still running. In a M&A I think one of the biggest challenges I find in M&A is.

Amirah: Yeah, I think one of the things I do wanna call out in a rapid M&A. Environment, one of the assumptions is to pause as much as possible. That is more project based at the acquiring organization. So, you know, sticking to break, fix and day to day and then be being more all hands on deck allows you to move faster in the M&A space different organizations.

Choose a different flavor of that, right? Sometimes they bring in outside entities to help them with their M&A so they can continue with their projects. But in general, when you go through these activities, it's going to disrupt your day to day. So what I've seen with Big Bang is if you're able to put the planning in and throw the people at it, you're able to move.

Bill Russell: There's a couple questions on optimization. I mean, do you find yourself saying no.

That's for optimization? No. That's for do you find yourself, that's like one of the more difficult things is to make sure that people go, no, no MVP, this is what we're doing today. Yes. That's important. We will get to that. And that's optimiz.

Amirah: Yeah, I think a couple things. So having your guiding pri, if you're truly going the MVP route, and then looking at optimization to add as a fast follow, what you wanna do is set guiding principles that come from leadership down that.

End user buy-in into the optimization phase.

Bill Russell: This is an interesting question.

Amirah: Sure.

Bill Russell: It's okay, so there, there's no M&A today, but you know, you're going to be an acquiring entity in the future. How do you prepare that organization for being an acquiring entity and the corollary, like, you know, you're going to be acquired at some point.

How do you adequately prepare your organization for that? Future, potentially inevitability.

Amirah: I might oversimplify it, but really understanding your current state is gonna be like number one that pops into my head. So having all of your workflows documented, having your application portfolio document

Bill Russell: On both sides.

Bill Russell: Yeah. If you're going to be an acquirer or you're gonna be an acquired. Having those documented processes is good for either side,

Amirah: correct? That is correct. So e even if we're only talking about half of it, you're gonna need both sides at one point.

So having documented tech standards, asset tracking lists, you know, third party Not only the applications, but contacts for your applications, having contract repository, all of that stuff will help you hit the ground running and uncover what the future state will look like faster.

Bill Russell: the infrastructure stuff, I don't think is all that hard anymore.

Because we have cloud and we generally have scalable systems. I mean, if you're on the Meditech route. You're probably on expanse, I'm hoping. Because if you're not, you're, I mean, but that brings up a point. I mean, you could have like a two-tiered, like you gotta get them off of this two expanse, get them over to that.

Amirah: Yeah, I think especially with distressed entities, if they were neglected, you're not necessarily seeing everything in the cloud. And there's a lot that needs to be replaced. A lot of these that we've encountered have been like, full rip and replace, but we have to set up, you know, parallel infrastructure to cut over at go live.

So you'd be surprised how much of that still exists. As far as the, you were talking about the foundation system side of it, you know, folks that have been on Epic for a very long time. I think there's two factors. If you are deviating from foundation or whatever that equivalent is in your EHR or if you're going from one organization or one entity to multiple, you might not have extensibility in your system.

Bill Russell: successful technology trends that support M&A activity. I think this is along the lines of what I was trying to ask before, has the cloud made this easier for us or just a different type of complexity?

Amirah: Short answer is yes. It just depends on how much the acquired or acquiring entities is already utilizing the cloud. So that is where you run into timeline constraints of like, okay, the cloud might make it easier, but can we move to the cloud in order to do this more succinctly?

Amirah: So there are regulatory standards that, you know, are common across, but. This tends to be an area that people swirl on because there's a regulatory standard. There's the desire of CMOs CNOs to have more data accessible in line versus what needs to be available regulatory. Right.

Bill Russell: But when they say more data in line, doesn't that like immediately in your head go, oh gosh that's going to be a lot of work.

Amirah: Absolutely. So, I mean, data migration as a whole has. A number of arms and you're alluding to them, so like data conversion allows things to come in line, and then you're, if we go big buckets here and then data archival, you put it in something like. A data repository like an OnBase or et cetera, where you can access the data for ROI purposes or for looking back in someone's chart, but it's not accessible in line.

So having that scope framed out is step number one.

Bill Russell: I'm trying to figure out this question. So why are outgoing applications not addressed? During M&A or transition and in instead typically address 18 to 24 months post transaction or transition.

Amirah: if I try to interpret that. A lot of times you need to use those applications for that long in order to transition onto the new application portfolio.

Also, if there's something like a transition services agreement in place, usually that dictates, you know, the date of decommission of those systems as well, which tends to be on around 18 months, I've seen in the past.

I don't, I don't think you've had a, any M&A where they said, look, you can close down the hospital for a week and go ahead and do the, I mean, wouldn't that be nice? But it's, that's never really the case, so you have to sort of figure that out. As I'm looking at the let's see KPIs, oh this is an interesting set of questions.

KPIs are metrics that demonstrate that it's successful or that change is working.

Amirah: Yeah. So there's a number of, you know, clinical side KPIs of, you know, adoption of the system that you can look at, you know, providers and their documentation. The speed of use, the efficiency there. But then also on the revenue cycle side of the house, there's a number of metrics to show stabilization.

Like how quickly are you triggering charges after go live? You know. AR rundown, all of those things. So there, there's a number of both clinical and revenue cycle side KPI metrics.

Bill Russell: Yeah, I would let's see. Looking for more insights on it. Integration during healthcare M&A. Oh, that's yeah, so we, we do have some information for you.

This administration has sort of signaled that they're okay with it. Do we anticipate I would assume if that's the regulatory environment really does dictate the speed at which these things start happening is, doesn't it, right.

Amirah: That's correct. Yeah. The IM&A has been around as long as time can tell, but as the years have gone by, it has exponentially increased.

Bill Russell: Well, that's interesting. So. Essentially, you

know, I'm out in the market. I really can't afford to keep my system running. It's cybersecurity's costing more. The EHR is costing more the whatever. And I really need to do a an EHR upgrade of some kind. And I just essentially say, you know what, it's just easier to become a part of that system.

That's where a majority of our referrals go anyway. That's what we're gonna do. Interesting. Let's assume you just got hired into an organization. What does the first what does the first meeting look like? What are the main things that you want to communicate in that first meeting?

Amirah: Yeah. I would gather all of the key stakeholders from leadership and understand what the number one goals of the M&A are. What are their drivers? Is it, you know. They share a large patient group. Is there a financial benefit? Do they wanna balance load their ed because they already send a lot of patients there?

Bill Russell: Why a third party? I think I know the answer to this question. Having gone through one of these, why bring in a third party to help with the M&A activity?

Amirah: Doing it time and time again and living through the. Issues and mitigations and all the gotchas and going through assessments and multiple reps allows you to set a organization up for success.

And they tend to follow a pattern. So having a partner that's done it before allows you to be more nimble and have a smoother experience.

Bill Russell: Right. And there's also the benefit of having the third party come in and say, Hey this is what we've seen in the industry. This is what's worked.

This is what happened. Here are the things that are probably non-negotiables. Here are the things that are negotiable. Like where, how do you wanna do this? And what does it look like? Sometimes helps in those conversations. We have a question here how can an organization secure seller alignment, and cooperation with the divestiture schedule while minimizing resistance?

That's a big question.

But I think a lot of that comes into. You know, if you do have a third party that has gone through a phase zero with you, understanding what needs to happen because you need to be allowed to do walkthroughs. You need to be allowed to access, you know, their systems and go into their closets and understand the power situation.

You know, what all of that stuff

Bill Russell: Would this stuff go better? I the answer to this question is self-evident too. It's like, would this go better If it could actually. See the agreement that was being signed and say, Hey, here's a couple things you might want to consider putting in the agreement itself.

I mean, absolutely. Are, is there standard language you would like to see in some of these agreements that the ambiguity creates a challenge down the road?

Amirah: Absolutely. I mean, a lot of times you don't have a lot of wiggle room, but just knowing what you could ask for would be helpful.

But it depends on what you're allowed to do.

Bill Russell: Yeah. Divestitures are another interesting thing. Because you're not acquiring the whole entity. They're carving off a piece of that entity. Yeah. And it just from a technical standpoint, creates just another series of questions that need to be answered.

Amirah: Yeah. Not, no, you know, on-prem versus the cloud is huge there too. What we've run into with divestitures is getting. The data extracted when there's multiple locations intertwined. A lot of times you have to bring in a third party vendor and they won't let you in to extract it. Because there's a number of entities living in one after a divestiture.

So that is, there's a lot of considerations with that.

Amirah: Yeah, I mean the,

There's a number of things that popped in my head as you said it.

The more distress the entity is the bigger the change and the heart of the bigger the lift.

Bill Russell: There's part of me. I mean, I understand why they do an agreement without me at the table, without having the CIO at the table. But I wanna weigh in on is the financial model they're using and the assumptions they're using on the financial model.

Like it's like, well, they're trying to justify the deal, and I'm like, man, you could justify the deal, but every time you do this, you make it look bad because there's no way for me to hit that budget.

Amirah: Yeah. I think one of the things to consider too is that. A lot of times people think about the big boulders when they price these things out and look at budget, but then they forget about the all the other things that add in.

I mean, something as simple as. A go live command center costs a lot of money, right? So you wanna make sure that you're budgeting and everything. But yeah, third party contracting, even your current third party contracts to expand it to the new system. All of your, you know, device procurement medical devices, depending on how neglected they are.

Bill Russell: bunch of questions about being at the table for the transaction and that kinda stuff. And I understand why we want to be there, but I also understand why you know, for example, I went through the Providence St. Joe's merger. Let's just call it a merger for niceness. But it's all named Providence now, so we can call it what it is today, which was an acquisition.

There's a need for privacy. There's a need for very few people knowing. I mean, if that gets out, it gets in the paper. A lot of people, I mean, you want it to be a phased communication to the organization. That things are going to happen. So it really is a need to know basis while you're negotiating that contract.

Joe's. I mean, if 10 people knew that was a lot by the time that the letter of intent got signed, let's talk about the phases. So there's that phase where you need an awful lot of discretion on who knows what because you don't want to big communication getting out. But then you have the letter of intent from that moment on.

Walk me through the different phases. Of like where you would get involved and what's happening at those phases.

Amirah: Well, there's times that we're actually involved prior to the letter of intent.

Bill Russell: Thank God. Yes.

Amirah: Yeah. There are times. And so in those instances the organization is thinking like, what do we need to think about as we are approaching this?

Bill Russell: That's in divestitures.

I mean, everyone knows in a divestitures, like, look the these distressed entities are gonna be sold off. And I mean, you can get involved pretty early on, but if you have like an advocate and a atrium coming together, atrium, those are.

Amirah: It's a little different. Yep. No, that's very true. Yeah, I guess I was thinking more divestiture.

You are correct. But so depending on where we're at in the M&A landscape, but. Really, once you sign that letter of intent, you need to start planning. But a ahead of the it side of the house is the business side, right? Like how are you handling hr? How are you handling your financial systems?

Like, how are you running the business? As one entity? Tends to be the first set of questions, payroll, emails, all of those things. And then, you know, you kind of dive into the IT side of the house.

We do that today. That's not a big problem. But eventually at some point somebody's gonna go, Hey, let's connect this pipe to this pipe, and you're gonna connect these two entities. I would imagine there's an awful lot of a lot of planning and a lot of work that goes into that to make sure that we're not, exposing either of the organizations to risk.

Amirah: Yeah. I would say that with any M&A activity, whether it's merger, acquisition, or divestiture there's a risk, right? You're putting a target on your back as you're doing any of these, especially if it's a distressed entity, you know, the cyber risk goes way up.

So what you wanna do right away. Is engage your CISOs and ensure that you're doing, you know, cyber assessments, ensuring that you know what current state is and what you're gonna do in combining these things. But I think you're completely correct in saying that the. Communication approach has to be controlled.

Bill Russell: This is an interesting question, by the way. If you have more questions, feel free to, to put 'em out there. How do you handle app rationalization, especially if the acquired hospital's app is actually better than what the rest of the system is using? Yeah. I'll just let that, I'll let that one hang and I'm curious I would imagine that gets handled differently depending on the acquisition.

What training needs to take place? What integration changes need to happen? If you have devices hooked up to it, what needs to happen there? So it's a different analysis. But it's. Parallel. It's the same analysis but done on the other entity. So I've seen it done. It's usually a minority of applications and it needs to be handled by exception.

Bill Russell: So this webinar we've really focused on the EHR. Do you find these to be handled separately, the E-H-R-E-R-P PAC system? Or is it usually one project?

Amirah: Nowadays it's becoming one which makes it quite transformative. So what we're seeing more and more of is that all of these are a part of the big bucket.

So what we're seeing more and more of is this large big bang, if you will, if I could use it in a different way, approach to the entire application landscape.

Bill Russell: the entity that's being acquired can almost. Expect a complete makeover by the time this is done.

Amirah: That's correct. And that's why change management is so big, right?

Because you're changing every piece of the day to day because you're overhauling anything from what their computer screen looks like. You know, to all of the systems in use, from hr, finance to, you know, clinical documentation

Bill Russell: I might be getting outside the lane here. We're gonna get outside the technology lane.

Amirah: Yeah. So it kind of depends on what type of M&A it is, right? So I'm gonna put aside the easier one where you're dealing with divestitures of distressed entities.

A lot of times they're excited if you know, gonna be bringing them renewed infrastructure.

Bill Russell: Right. New, well, yeah.

And then also dovetailing into all that we talked about before with change management of allowing them to get multiple reps. In the systems and understanding what their workflows and what their tomorrow will look like, will help as well. becuase fear is, you know, is the antithesis of change.

So we wanna try to dispel some of that.

Bill Russell: Fear is a problem. And in the absence of information, people will make stuff up.

Amirah: That's correct.

Bill Russell: And I've just found over the years that it's better to over communicate. It's like, man, you just told us that three times than to not communicate.

Because they'll make things up and you'll sit there and go, where did that come from? It's like, well, you know, you aren't telling us what we're gonna do. A couple of things here that have given me hope. One is we've done this a bunch and you've done this a bunch. Yeah.

Like, stay on the road. This is the road. Stay on the road and we'll be fine. The other thing is that we've gotten better, I mean, over the last 10 years, we're getting very prescriptive, like, we know what we want in M&A in in, in a merger or acquisition. Yeah. And that's being really defined upfront.

I mean, it used to be, well, it's a merger of equals and we're gonna find our way as we go. And we found that those things take several years of people being really frustrated before we, somebody finally stands up and says. What are we doing? Like we, we all know we're gonna get on a single EHR.

Amirah: No, I will say that it's become a lot more prescriptive just to oversimplify, you know, your eloquence there, but it's become more prescriptive and more be based on a methodology. And I to oversimplify, you know. If you're familiar with the agile slope the goal is to have a phase zero where you are understanding current state and planning for future states.

So you can kind of coast down that slope as quickly as possible on a phase one that's based in minimum viable product. And then you're going into, after stabilization into a phase two where you optimize and become even more systemness, if you will.

Bill Russell: and it's going to increase, the pace is gonna increase.

It's a very clear playbook. And when they go to acquire an entity, they go, here's our playbook. Right? And the he and what he communicated, what the CIO communicated to me is the being acquired entities are excited. Because they're like, man, 30 days you're only gonna disrupt us for 30 days and we're gonna be on the new system.

And they're just like, look, we've done this enough. We've made these decisions there. Obviously, there's still a couple of things here and there, different systems and different things that you're gonna deal with. But the core playbook is the same for every time they go to do the the next acquisition.

It's good to have a playbook.

Amirah: It is, yeah. The more defined it is the quicker you can do it. And the less deviation there is, the quicker you can do it and the smoother you can do it.

Bill Russell: 30 days, 60 days, 90 days. 120. What do you if somebody brings you in, I know you're gonna say it depends.

Because it does depend, but you saw

Amirah: my face already. I was like, Hmm. well,

Amirah: Yeah. I think if you're gonna be looking at a full overhaul, and we're not just talking a HR.

You're like, I, like we were talking about earlier, your long poles in the tent are not necessarily on the EHR front. You know, you can take, as long as you're building users and the facility structure behind the EHR, they can start using the system. So if you're able to utilize current infrastructure and you're able to merge them onto your third parties quickly, then yeah, you could do it in 90 days.

Bill Russell: It's just a lot of work.

Amirah: It is. And that's why I sit here and like asterisks are popping into my head. Right? So, if you're prepared to go on downtime in certain areas, right? Like looking at go live as not a, a clean, black and white line in the sand, but almost like. Okay, we can go live with these items and these will follow later.

Bill Russell: Well, if people want more information on this Optimum Health IT.

That's not Optimum. It's not Optimum Health. It's Optimum Health IT just so people get the whole name. They can get information on on the we website, optimum Health IT, they can get information on our website this week, health.com slash Optimum Health IT, and there's resources there as well.

If they wanna reach out, they can do so, in both of those ways. Plus, you guys are at every conference I go to, so yeah, they'll if they go to the chime, fall forum, they'll see you there. If they go to vibe, they'll see you there. They'll see you. I think you're at him. You're at it you're at all of 'em.

So, that's correct. Not you, because you're in the middle of migrations all the time. How do you stay sane? Those were very busy days. For me when we were in the middle of those things and you just jumped from one to the next.

So a strong team. I have program director and it goes all the way down. So I have a team and I can step away here and there, but yeah it's busy, but I like staying busy.

Bill Russell: That's awesome. Yeah. Amara, thank you very much for your time and thank you everybody for joining. We really appreciate the discussion, the opportunity to bring this important topic forward.

So thank you and thank you Optimum Health. It appreciate you guys.

Amirah: Thank you all.

Thanks for watching this solution Showcase with me, bill Russell. We believe every healthcare leader needs a community they can lean on and learn from. Discover more solutions and join our community at this week. health.com/subscribe. Share this with someone who could benefit from these insights.

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