PROVIDENCE – In response to R.I Attorney General Peter Neronha’s decision on Thursday, Feb. 17, to reject the merger application by Care New England and Lifespan to become a single academic health care entity, controlling 80 percent of the market share in Rhode Island, Lynn Blais, RN, the president of the United Nurses and Allied Professionals [UNAP], the state’s largest health care union, representing more than 7,000 nurses and health care professionals, put out a statement strongly disagreeing with Neronha’s rejection of the merger.

“The merger of these two groups,” Blais claimed, “could be our last, best chance to ensure a healthy, stable, not-for-profit health care system that stays under Rhode Island control.”

A corrected news release had to be resent. The problem? The initial version had wrongly claimed that “state regulators” had shot down a proposed Partners [now Mass General Brighams] deal with Care New England, changing the wording to “state leaders.”

Blais’ corrected news release, however, highlighted a much bigger problem facing Rhode Island: the ongoing “distortion” by the state’s news media,, when it comes to reporting the facts about health care, which has often given rise to a sensational, hysterical tone of voice, captured by the phrase: “the last, best chance,” a familiar rhetorical employed device during a time of COVID pandemic and misinformation.

The “best” answer to the problem was articulated by Attorney General Neronha, as a kind of moment of discovery, during the brief question-and-answer period that followed his hour-long presentation at the conclusion of his press conference.

Indeed, some of the questions from reporters were asked in that “shit sensational” tone of voice, such as the one posed by local TV reporter, who asked Neronha provocatively, attempting to bait him: “Are you trying to end this [merger attempt]? What if they come back and they have the answers to your questions, would you reconsider? Or, are you trying to kill it?

Neronha’s revelatory response, which came at the end of the Q&A session, was offered up, not as an answer to a specific question, but to the moment; “When you go back to Prospect,” he began, “it was a learning moment for me, and I hope it was a learning moment for Rhode Islanders. When we announced our decision, or tried to, and Prospect Medical went to court to try and block it, what did we hear? Hospital closings, job losses, and the AG is overreaching. What happened? Hospitals are open; we got $80 million, in escrow; and [the hospitals] are in a more stable position financially. I will tell Rhode Islanders [today]: Don’t be afraid. There is work to do; let’s do it.”

Back to the future
Blais’ hyperbolic contention that Rhode Island needed to somehow “ensure a healthy, stable, not-for-profit health care system,” one that “stays under Rhode Island control,” was riddled with numerous distortion and falsehoods.

• The state hospital landscape has already been “colonized” by out-of-state health systems. California-based Prime Health Care owns Landmark Medical Center in Woonsocket; Prospect Medical Holdings, a for-profit private equity firm based in California, owns Roger Williams Medical Center and Our Lady of Fatima Hospital. Westerly Hospital was acquired by Yale New Haven in Connecticut, after initially being purchased by Lawrence and Memorial Hospital in New London, Conn. The only remaining independent, unaffiliated acute care hospital in Rhode Island is South County Health.

What really happened?
Blais gave, as a point of reference in her statement, the scuttling of the proposed merger between Care New England and the Boston-based health care system, then known as Partners, in June of 2019 – the takeover, according to Blais’ statement, that had been allegedly shot down by “state leaders.” [See link below to ConvergenceRI story, published on June 5, 2019, “Matchmaker, matchmaker, find me a find, catch me a catch.”]

Here is “what really happened.” The “state leaders” group had been led by former Gov. Gina Raimondo, Neil Steinberg, president and CEO of the Rhode Island Foundation, and Tom Giordano, CEO of Partnership for Rhode Island. It included a cast of influencers –former R.I. Department of Health Director Michael Fine and Sen. Sheldon Whitehouse, among others.

As ConvergenceRI reported: A “select” news briefing had been held in the State Room at the State House on Tuesday, June 4, which had then been followed by a news release, put out after the news briefing, purporting to show that the Governor’s announcement had been met with “with praise from government, health and community leaders across the state.”

The problem, however, as ConvergenceRI reported, was this: All the quotes had been solicited in advance of the announcement, not afterward – from Sen. Sheldon Whitehouse, former R.I. Health Insurance Commissioner Chris Koller, former director of the R.I. Department of Health Dr. Michael Fine, Rhode Island Foundation President and CEO Neil Steinberg, and Tom Giordano, the head of Partnership for Rhode Island, a CEO-driven enterprise to support the business interests of major corporate players.

It was a coordinated strategy of media manipulation, as ConvergenceRI had reported: All of these quotes were fed to the media and then spit back out in subsequent stories. Can you give me your paw? ConvergenceRI had asked, in a sarcastic tone, alluding to the concept of a dog-and-pony show.

ConvergenceRI’s reporting had continued: At the news briefing, Raimondo took full credit for seizing the initiative to bring all the parties back to the bargaining table for another round of marriage talks. But the veritable power behind the throne, it appeared, was Neil Steinberg, who used his philanthropic largesse to underwrite the cost, put at $200,000 by the Rhode Island Foundation, to bring in consultants to manage the renewed talks.

At the same time, under the direction of Steinberg, as ConvergenceRI had reported: The Rhode Island Foundation is also facilitating the effort to develop a long-term statewide health plan.

The story continued: The main consultant chosen to facilitate the talks, Chartis Group, is headquartered in Chicago, Ill. The selection of Chartis to serve as consultant was apparently agreed to by all of the parties involved, according to sources.

Pay attention here, ConvergenceRI had noted: The co-founder and CEO of the Chartis Group is Ken Graboys, someone with strong ties to Rhode Island. His father was the late George Graboys, the former CEO of Citizens Bank and the former CEO of the Rhode Island Foundation.

According to the Chartis Group website, Graboys has helped “leading academic medical centers, integrated delivery systems and health care service organizations achieve their strategic and economic imperatives.” [One of the previous acquisitions that Chartis had been involved with, according to the website, had been work with Yale New Haven and its purchase of Lawrence + Memorial hospital in New London, Conn., which had previously taken over Westerly Hospital.] It’s a small world, after all.

Exactly who will be the “clients” of the Chartis Group under the new consultancy agreement is still unclear if not muddy. Jennifer Bogdan, the communications director for Raimondo, could not answer the question about who were the “clients” when asked by ConvergenceRI, following the news briefing.

Instead, Bogdan suggested posing the question to the Rhode Island Foundation, which ConvergenceRI then did.

“The Chartis Group was chosen by the Governor’s team in consultation with the organizations,” according to Steinberg. “It is our understanding that Chartis will be working directly with Care New England, Lifespan and Brown,” adding that the Governor’s office would be able to provide more details. Not so.

Was it an error of omission or commission to leave out the details of the consulting arrangement and the costs of the engagement in the news release? Good question.

When asked by ConvergenceRI at the news briefing about how much the consultants were being paid, Raimondo responded with what seemed like a purposeful vagueness: “I can’t remember; I think it’s a couple of hundred thousand dollars.” Really?

Raimondo was quick, however, to stress that there was no taxpayer money involved, and that the Chartis Group had been engaged by and paid for by the Rhode Island Foundation.

Why is the question about who is the client important? A few years ago, the Rhode Island Foundation engaged with the Brookings Institution to do an analysis of Rhode Island’s future economic pathways. While the Rhode Island Foundation was said to be the client, one of the coordinators of the work being done by Brookings, Mark Muro, identified Stefan Pryor, the secretary of CommerceRI, as the actual client.

Sound familiar?
Fast forward to Feb. 17, 2022, and the decision by Attorney General Neronha to nix the proposed merger between Care New England and Lifespan. Does the name “Chartis” sound familiar? Perhaps it should – Care New England and Lifespan produced what was called the Chartis Report, as the document that allegedly provided details about an integration plan for the proposed merger, which began with the memorable phrase: “The parties will develop…” [See link below to ConvergenceRI story, “Getting to no.”]

Distortion and amplification
What happens when “players” involved with pushing a story narrative attempt to influence and color in the discussions? Take, for instance, what happened when Brown University President Christina Paxson fed Boston Globe reporter Alexa Gagosz [who is one of a number of bright, talented young reporters now working in Rhode Island]: “We don’t want to see our health care system go the way our banking system went,” Paxson told Gagosz. “There’s no local banks in Rhode Island [demonstrably not true, but not fact-checked]. They’re all out of state [equally false]. We don’t want that for our health care.”

Paxson has served in the role as a very public persona promoting the proposed merger between Care New England and Lifespan. An ironic note about her full-throated endorsement of the merger is the fact that, according to Attorney General Neronha, Brown University did not appear to be a “partner” in the deal – and the two health systems had very much kept Brown on the sideline of the deal, according to Neronha.

Further, Attorney General Neronha found it noteworthy that one of the unanswered questions in all the millions of pages surrounding the merger was that the future role of Brown Physicians, Inc., was not addressed. Hmmm.

Further, the Attorney General used the words of Dr. Jack Elias, the former dean of Brown’s Medical School, and who had been appointed by Paxson to shepherd Brown’s interests through the merger process, to undercut the false notion that there was no competition between Care New England and Lifespan, that idea that one was “the hot dog and the other was the bun” in an alleged complementary relationship.

In Attorney General Neronha’s slide deck, on Page 26, it reads: Dr. Jack Elias, who was tapped by Brown’s President as the point person for the University on the merger, describes Lifespan and Care New England as competing “all over the place [emphasis added by R.I Attorney General’s office].”

One further noteworthy coincidence: The advertising sponsor of the Dan Yorke Show on WPRO on Thursday, Feb. 17, on the afternoon following the decision by Attorney General Neronha to nix the merger, was none other than “Brown Physicians.” You can’t make this stuff up. [Editor's Note: It turns out that Brown Physicians, Inc., is the sponsor for all of the news segments on WPRO.]

Setting the stage
ConvergenceRI was struck by the strange mix of questioning that the news media asked of Attorney General Peter Neronha, following the long news briefing on Feb. 17.

The first question was asked by Joanna Bouras, a reporter with WJAR10, who had recently been roughed up, allegedly by one of the children of the man who had died during a shoot-out in Providence, outside the family’s home.

In what seemed an overly aggressive tone of voice, Bouras asked: “What about all of the overrun emergency rooms? Would this [merger] have gotten more facilities to the area? And if so, would they have been able to get the staffing from the other states, because they [the hospitals] are currently staffing short ”

NERONHA: This transaction doesn’t impact facilities or resources in that way. It just doesn’t. What this transaction [addresses] is market power, and the impact of market power on Rhode Island consumers.

WPRO’s Steve Klamkin asked the next question: “What is about your integration with the FTC? [How are you] working with them?
NERONHA: I would call it complementary, Steve. Obviously, we didn’t want to take two statements under oath from the same party, The FTC has its own laws to apply. Obviously, we will be joining the lawsuit with them. But our authority is broader; and our criteria is broader. And, that is why I mentioned that we wanted to give this transaction the benefit of the doubt.

We could have stopped it anywhere. It is a pretty easy case, obviously. Certainly, we coordinated in terms of timing. But our decision is independent.

KLAMKIN: How egregious is it that they didn’t come back at you with answers in a timely way?
NERONHA: Look, it is curious to me. I had conversations with the doctors. Look, our relationship is good, strong; it is candid, it was honest, it was open, and I am grateful to them. And, I can’t account for it, honestly.

And, I mean, there may be a different way of looking at it, maybe how this office has done business in the past. It may be that it is a “chicken and egg” problem, that until you tell us what to do, we can’t give you a plan. I don’t view it that way.

I don’t know how reasonably I can evaluate what they want to do, given the potential harm. I have got to know what they are going to do; otherwise I don’t know what I am approving. What I [would be] approving is a promise, and for a regulator to approve a promise, we’ve seen where that has taken us. And, there are plenty of historical examples.

BILL BARTHOLOMEW [WPRO producer, BTown podcaster]: Two quick points. Brown University’s role in all of this, in an integrated academic health care system. There is nothing stopping them, by this decision, from creating that type of integrated academic health care system with each existing party, is that correct?
NERONHA: One thing, on the Lifespan website, they tout themselves as an academic medical center. So, the answer to your question might be yes.

BARTHOLOMEW: Secondly, I know that you can’t disclose financials, specifically. But how far off were Care New England and Lifespan from being able to pull this off, and having capital on hand, or having a plan or a pathway to make this happen? Again, without specifics, was this way off – or was this just the fact that matters weren’t ironed out to your satisfaction.
NERONHA: We were looking at the numbers. [From] what they shared with us, what was given to us, we saw the gap, and we don’t see a way to fill it.

BOURAS, WJAR 10: Are you trying to end this? What if they come back and they have the answers to your questions, would you reconsider? Or, are you trying to kill it?
NERONHA: I’m not trying to kill it. What I am doing is exercising my responsibility under the law, to decide whether or not their application is sufficient to warrant my approval.

Whatever steps they take next, it is not within my powers, not should it be, for me to present them with a proposal about how they can solve these problems, literally.

They have good lawyers; they have great lawyers and experts. It is really on them to decide what they want to do.

REYNALDO ALMONTE, Latino Public Radio: Did you meet with together, or separately, [with the leaders from Care New England and Lifespan]?
NERONHA: I met with them together. But you raise a good point, which is, redactions. What they are getting today, interestingly enough, is Care New England is getting a decision that is redacted differently than Lifespan’s [version]. Lifespan is not getting Care New England’s data, and Care New England is not getting Lifespan’s data, because it is confidential business data.

I hope that Rhode Islanders will find in the 136-page document a fulsome explanation of why we did what we did.

TED NESI, WPRI-TV: Can you talk about what you took away from this about the [financial] health of Care New England? There have been a lot of conversations about Care New England’s financial health and where things go from here…
NERONHA: Great question, Ted. And the reason why it is a great question is this. The question for a regulator is this: if there is an issue like that, do we do this because we have no choice? I don’t believe that a regulator can, or should be... boxed into that decision, or boxed into that kind of choice, right?

And, it also suggests that there are alternatives. I can’t say exactly what they are. But I want to make this broader point. I say this to many of you, and I have said to you, Richard [the second shout out to ConvergenceRI]: We can’t structure health care in Rhode Island on a transaction-by-transaction basis. We can’t do it this way. The law doesn’t provide us with a proper way to do that.

There are lots of things that are driving health care issues in Rhode Island. One of them is Medicaid reimbursements; they are really low here, they are really low.

If you look at the decision, we don’t go into it in detail. But there are pathways that someone should be thinking about. We should be asking people…

The responsibility for health care, strategy-wise, we should be asking to step back from the transactions, to look at health care in Rhode Island, and how do we make it better [for patients]. Look at Maryland, and what they have done. It is going to require, in my view, [buy-in] from the federal government, it is going to require change. But until we get to that strategy-level of thinking, we are not going to fix the overall [problems].

NERONHA: [continuing on a separate thread] When you go back to Prospect, it was a learning moment for me, and I hope it was a learning moment for Rhode Islanders. When we announced our decision, or tried to, and Prospect Medical went to court to try and block it, what did we hear? Hospital closings, job losses, the AG is overreaching. What happened? Hospitals are open, we got $80 million, in escrow, and [the hospitals] are in a more stable position financially. I will tell Rhode Islanders: Don’t be afraid. There is work to do; let’s do it.

ConvergenceRI: You brought up the question about Medicaid reimbursements being too low. Does that indicate that your office may be looking at, in terms of potential involvement or investigation, what can be done? Does that fall under your aegis?
NERONHA: As a health care advocate, and you know that, Richard [the third shout out to ConvergenceRI], and you know that I feel strongly about that role, a real role for us in that space.

There are a lot of really bright people in health care in Rhode Island. You know, I am not convinced that this office should be leading health care reform. I am married to a doctor; she knows a lot more about health care than I do. I have always believed that if you ask providers, nurses, doctors, staff members how to fix health care, they will tell you how to do it.

Ask doctors and nurses how to fix health care, put them in the room, they will help us fix the problem. We have a School of Public Health [at Brown]; we have a great Pharmacy School [at URI]; we have great thinkers. We can do it. But we have got to put more people around the table.

I do know one thing, though: We cannot solve it in the context through an application of a particular health care system merger, where we are giving someone a lot of market share and the promise that we’ll pull it off. That is a mistake, in my opinion.

PATRICK ANDERSON, Providence Journal: If Mass General-Brighams comes in and starts to talk again with Care New England, is that a better outcome?
NERONHA: That would have to be something that would come before us. I’ll just say this. When there is competition in the marketplace, I believe that the whole health care system will be better.