A closer look at Harbin/Atrium proposal
♦ The Federal Trade Commission’s “second request” centers on documents and data.
The intensity of a federal agency’s review of the proposed Harbin Clinic/Atrium Health Floyd deal is so complex that there’s a separate fleet of web pages outlining key steps.
It’s going on 15 months since the earlier rumors of Atrium’s courtship of Harbin went public, which isn’t that long when you consider the 20-month gap in the Atrium/Floyd Medical Center announcement and eventual union.
But since late October, the Harbin deal has been under additional review by the Federal Trade Commission, an agency that has the authority to either bless or reject the proposal.
That’s what happened in early 2021 after an FTC investigation determined the merger of Atrium Health Navicent Inc. and Houston Healthcare System Inc. “would eliminate the intense competition between two of the largest hospital systems in the Macon-Warner Robins area,” as stated in an agency release.
Very few specifics are public about the Harbin/Atrium deal other than the FTC announced it wanted more information. The FTC is fiercely restrictive when it comes to even acknowledging such investigations.
But the Rome News-Tribune last week made another attempt, fueled by reports from established healthcare sources of extensive data records sought from both parties by the agency. That reportedly included computers and cellphones.
We asked Harbin and local Atrium representatives for updated comments but received none. Both previously said their respective offices were cooperating with the agency.
The FTC response was a polite but direct reference to the agency’s “merger review” section, which does offer some surprising detail starting with its mission statement. It reads:
“The Bureau of Competition is committed to preventing mergers and acquisitions that are likely to reduce competition and lead to higher prices, lower quality goods or services, or less innovation... Bureau lawyers, along with economists from the FTC’s Bureau of Economics, investigate market dynamics to determine if the proposed
merger will harm consumers. When necessary, the FTC may take formal legal action to stop the merger, either in federal court or before an FTC administrative law judge.”
The FTC at first does a preliminary review of merger proposals. Those can end with no additional action by the agency or, as in the case of the Atrium/Harbin deal, a “second request” for information.
That took place last fall, based on emails obtained by the Rome News-Tribune.
In separate statements, representatives from both Harbin and Atrium said they “continue to work cooperatively and productively with the FTC to provide this information.”
HOW IT WORKS
Here’s what we do know about an FTC investigation:
“A Second Request typically asks for business documents and data that will inform the agency about the company’s products or services, market conditions where the company does business, and the likely competitive effects of the merger.
“The agency may conduct interviews (either informally or by sworn testimony) of company personnel or others with knowledge about the industry.
“Typically, once both companies have substantially complied with the Second Request, the agency has an additional 30 days to review the materials and take action, if necessary... The length of time for this phase of review may be extended by agreement between the parties and the government in an effort to resolve any remaining issues without litigation.
“Unless the agency takes some action that results in a court order stopping the merger, the parties can close their deal at the end of the waiting period. Sometimes, the parties will abandon their plans once they learn that the agency is likely to challenge the proposed merger.”
And one of the key pieces of such investigations comes down to basic “data” kept by the merger partners. Again, the FTC has an umbrella approach about how information is kept and shared.
The key target is “a data map” that “requires the company to identify each electronic database used or maintained by the company in connection with any relevant product and for each database to identify its characteristics and properties...
“To the greatest extent possible, data maps and data dictionaries should be provided to facilitate this discussion. FTC staff’s ability to negotiate the data specifications will be limited until the structure and content of the parties’ data holdings can be assessed.”
For a much more detailed look at what’s involved, visit Ftc.gov/enforcement/merger-review.
On top of the FTC review, Harbin Clinic has seen several practices spin off after the Atrium deal was announced, including many doctors in cardiology as well as neurosurgery. Several have moved to AdventHealth.
Atrium, in turn, has continued to grow locally including the October purchase of Northwest Georgia Medical Center. The obstetrical, gynecological and family medicine complex is off Riverbend Drive in Rome.
Also last year, Atrium opened its $18.5 million stand-alone emergency center in Trion near the Walmart complex.
Plus, after the closing of the Floyd deal, Atrium’s corporate offices merged with Advocate-Aurora Health and now operates under the Advocate Health name.