Partnership for Quality Home Healthcare to Cease Operation

by Rowan Report | Jan 23, 2025 | M&A, Partner News

FOR IMMEDIATE RELEASE

Contacts: Elyssa Katz
571-281-0220

Thomas Threlkeld
202-547-7424
communications@allianceforcareathome.org

Partnership for Quality Home Healthcare Combines Efforts with Alliance

WASHINGTON, D.C., JANUARY 17, 2025. The Board of Directors of the Partnership for Quality Home Healthcare (PQHH) plans to cease operations of the organization effective March 1, 2025. Moving forward, the PQHH Board of Directors will combine efforts with the National Alliance for Care at Home (the Alliance).

Advocacy

By establishing a unified and robust industry voice through the Alliance, the PQHH Board of Directors hopes to advance the public policy and regulatory issues affecting the home health community’s shared vision of a healthcare system that fully recognizes the essential role of home health in delivering compassionate and value-driven care.

Partnership for Quality Home Healthcare The Alliance

Your content goes here. Edit or remove this text inline or in the module Content settings. You can also style every aspect of this content in the module Design settings and even apply custom CSS to this text in the module Advanced settings.

“We have the deepest gratitude for all who have served this organization and championed PQHH’s mission, especially our Chief Executive Officer Joanne Cunningham, who has expertly managed and successfully driven PQHH’s agenda and advocacy for nearly 7 years. Joanne’s commitment to this sector and expertise in planning and executing federal advocacy is unmatched in the home health community and will continue to have a positive, lasting impact on our industry and our patients.”

David Baiada

Chairman, Partnership for Quality Home Healthcare

PQHH History

Since its founding in 2010, PQHH has been dedicated to ensuring access to high-quality home healthcare for all Americans. Throughout its history, PQHH has maintained an unwavering focus on this mission, including in this pivotal moment.

“Through the work of the Partnership and the Alliance, the Medicare home health community has forged strong relationships in Congress and with CMS that have well positioned the sector for future success, and which we look forward to building upon in the future. With a unified industry voice, we can continue to educate the policy community on the importance of care at home to American families.”

Dr. Steven Landers, MD, MPH

Chief Executive Officer, National Alliance for Care at Home

The PQHH Board of Directors’ decision to combine efforts with the Alliance follows careful consideration of the current state of home health policy, the post-election political landscape, and significant industry developments.

“By combining efforts with the Alliance, we look forward to strengthening the unity and resources of our sector,” added Baiada.

“The Board of Directors for the National Alliance for Care at Home unanimously supports the decision by PQHH to align efforts and resources with the Alliance to further unify our industry. The core of our vision underlying the merger with NHPCO has always been to create a community where all care-at-home stakeholders can invest the time, energy and resources necessary to produce the results required to secure our places in the continuum of health care in America. We are beyond pleased that PQHH leaders share in this vision. It is not trite to assert that we will be stronger together.”

Ken Albert

Board Chair, The Alliance

# # #

About the National Alliance for Care at Home

The National Alliance for Care at Home (the Alliance) is a new national organization representing providers of home care, home health, hospice, palliative care, and other health care services mainly delivered in the home. The Alliance brings together two organizations with nearly 90 years of combined experience: NAHC and NHPCO. NAHC and NHPCO are in the process of combining operations to better serve members and lead into the future of care offered in the home. Learn more at www.AllianceForCareAtHome.org.

VitalCaring Pulls Agreement

by Kristin Rowan | Jan 9, 2025 | Breaking News, Regulatory

by Kristin Rowan, Editor

Just as we were setting the article on UnitedHealth Group and Amedisys for publication, we received the following breaking news story:

VitalCaring Divestment Agreement Cancelled

VitalCaring entered into the agreement on June 28, 2024, just after the merger announcement and initial pushback from the Department of Justice. The DOJ approved the divestiture, despite some misgivings about the quality of care. VitalCaring said at the time that it believed the merger and the divestment were in the “best interest of patients and stakeholders.”

VitalCaring has been under its own scrutiny since 2022 when Encompass Health and its home health and hospice arm, Enhabit, Inc. accused VitalCaring CEO April Anthony of using unethical practices to establish the company. Anthony is the founder of Encompass Home Health & Hospice, the previous owner and CEO of Liberty Health Services, and founder and former CEO of Homecare Homebase.

She Who Shall Not be Named

Encompass Health filed an injunction against April Anthony, and her partners Vistria Group and Nautic Partners in 2021 for violation of the terms of her employment agreement, non-competition agreement, non-solicitation, and misappropriation of trade secrets.

Anthony and her partners purchased a small home health agency in Louisiana and started plan for its growth while Anthony was still CEO of Encompass. Additionally, Anthony recruited employees of Encompass to work at her new venture using a fake recruiter to cover her tracks. Anthony used fake names, spouses’ phones, and her personal laptop to remain undetected during this time. Anthony asked her partners and recruits to refer to her as Voldemort.

Judgment Day

In August of 2022, a judge called the actions of Anthony and her partners “willful misconduct” and agreed with almost all of Encompass’s allegations. The judge found that Anthony was in violation of her non-compete agreement and that she was actively running a direct competitor while still serving as CEO of Encompass. The judge stated, “These are not the actions of a person complying with her contractual obligations.” Although Encompass’s injunction asked to have the non-compete agreement extended, the judge only enforced the existing non-compete agreement, and found that that Anthony had violated the covenant.

Pay the Piper

The Delaware Court of Chancery, in December of 2024, agreed with the earlier findings of the court and found that Anthony, two former senior officers of Encompass, and the investment companies were complicit in their miconduct and that VitalCaring was a result of their deceit.

The court awarded an upfront payment for mitigation damages of $1.62 million dollars plus attorneys’ fees. The court also imposed a trust entitling Encompass Health and Enhabit to 43% of al of VitalCaring Group’s future profits, paid quarterly as well as 43% of proceeds if and when the company is sold.

Divorce Proceedings

Depending on the source, each of the companies involved in the divestiture agreement are claiming credit for filing for divorce.

An equity analyst for UnitedHealth Group said, “UNH has abandoned VitalCaring as a divestiture buyer after the Delaware Chancery decision against VitalCaring’s executives.”
An article from a hospice website stated, “Amedisys has halted the divestiture of some of its home health and hospice locations to Texas-based VitalCaring.
A stock market website reported “VitalCaring Group cancelled the acquisition of certain home health care centers from UnitedHealth Group, Inc.”

Regardless of who filed for divorce, UnitedHealth Group and Amedisys are courting new partners to acquire the home health centers that need to be divested before their marriage can be blessed by the DOJ.

# # #

Kristin Rowan has been working at The Rowan Report since 2008. She is the owner and Editor-in-chief of The Rowan Report, the industry’s most trusted source for care at home news .She also has a master’s degree in business administration and marketing and runs Girard Marketing Group, a multi-faceted boutique marketing firm specializing in content creation, social media management, and event marketing. Connect with Kristin directly kristin@girardmarketinggroup.com or www.girardmarketinggroup.com

©2025 by The Rowan Report, Peoria, AZ. All rights reserved. This article originally appeared in The Rowan Report. One copy may be printed for personal use: further reproduction by permission only. editor@therowanreport.com

UnitedHealth Group Amedisys Merger Faces Further Delays

by Kristin Rowan | Jan 9, 2025 | M&A, Regulatory

by Kristin Rowan, Editor

UHG and Amedisys Waive Termination

The UnitedHealth Group and Amedisys merger has been an ongoing story since the initial merger agreement was signed in June of 2023. The proposed merger came under scrutiny by the Federal Trade Commission (FTC) and the Department of Justice (DOJ). UnitedHealth Group and Amedisys are competitors in the home healthcare market and the merger would hurt patients.

“UnitedHealth’s plan to extinguish Amedisys as a competitor is the result of an intentional, sustained strategy of acquiring, rather than beating, competition.”

Department of Justice

DOJ Pushes Back

Late in 2024, the DOJ filed a lawsuit against the merger, claiming that both companies have acknowledged that their competition helps keep them honest and drive quality both in patient and employee care. The DOJ noted that the acquisition would be presumptively illegal in multiple markets. UHG, Amedisys, and Optum proposed selling off some of its care centers to address the concerns about competition.

Merger Deadline Reached

Under the initial merger agreement, UHG would pay $3.3 billion to acquire Amedisys, which would remain as a subsidiary of UHG. That agreement was set to be finalized on December 27, 2024. There has been no decision made on the DOJ lawsuit, so the merger could not be completed. UHG and Amedisys have mutually agreed to extend the merger and added a break fee of $275 million.

Indefinite Merger Extension Through 2025

The new agreement has an indefinite ending. According to the wording, the merger agreement will now expire either on December 31, 2025 or 10 days after a final court decision in the lawsuit, whichever comes first.

According to the new filing with the SEC, UnitedHealth and Amedisys will be divesting assets to secure the merger and satisfy the DOJ. If not, they will incur a break fee of up to $325 million. Both companies have an agreement with VitalCaring Group to acquire the necessary assets.

What If?

If…The Trump administration is less stringent in antitrust matters, as expected.

The lawsuits currently at the U.S. District Court and five states will likely fail.

If…the U.S. District Court for the District of Maryland either decides to block the merger permanently or does not reach a final order by the end of the year…

The merger agreement will expire.

If…UnitedHealth Group, Optum, and/or Amedisys fails to divest holdings…

The merger agreement will not satisfy the antitrust regulations and the failing party will pay hundreds of millions in damages, and the merger agreement will end.

This is an ongoing story and we will continue to report on updates as they occur. See our accompanying BREAKING NEWS story.

# # #

Kristin Rowan has been working at Healthcare at Home: The Rowan Report since 2008. She has a master’s degree in business administration and marketing and runs Girard Marketing Group, a multi-faceted boutique marketing firm specializing in event planning, sales, and marketing strategy. She has recently taken on the role of Editor of The Rowan Report and will add her voice to current Home Care topics as well as marketing tips for home care agencies. Connect with Kristin directly kristin@girardmarketinggroup.com or www.girardmarketinggroup.com

The Future of NAHC: An Interview with Bill Dombi

by Kristin Rowan | May 30, 2024 | Admin, Advocacy, CMS, Regulatory

by Kristin Rowan, Editor

NAHC President Bill Dombi announced at last week’s CAHSAH annual meeting and expo that he would end his tenure at NAHC and retire at the end of 2024. We reached had an interview with Dombi on Thursday, May 23rd. He said he was not prepared to speak yet about his upcoming retirement, but we should hear more about that soon.

In the meantime, he provided additional details from his session at CAHSAH. We also discussed updates on the lawsuit against CMS and the status of the merger between NAHC and NHPCO. Tim’s article from last week talks about Dombi’s progress with Senator Wyland.

Ongoing Litigation

When we last spoke with Bill, he told us about the lawsuits filed against CMS. The suit claims that the budget-neutral calculations were based on faulty data and outdated software. These calculations determined the reimbursement rate reductions. Dombi explained the process for those lawsuits.

“The first round of the battle is around whether the court has the power to hear the case either at all or at that point in time. The courts are littered with litigation that have been dismissed on jurisdictional grounds,” Dombi offered. The court dismissed the lawsuit and the case is now closed. The Department of Justice (DoJ) attacked jurisdiction to get the case dismissed. Most concerning, according to Dombi, was the DoJ’s question of whether the statute passed by Congress precluded any litigation. If the courts had found in their favor, they would have dismissed the lawsuit no further suits could be filed. Luckily, that argument didn’t hold. The second attack was whether NAHC had expedited administrative review, which is the argument that caused the dismissal. Now, they have to establish that it would be futile to get CMS to agree to expedited judicial review.

Next Steps

In light of the dismissal, NAHC had to decide whether to appeal the ruling, exhaust the expedited review step with CMS, or both. Ultimately, they decided not to appeal and is pursing the review with CMS. This process could take up to 6 months, according to Dombi. Although they are pursuing the review, CMS has already stated that their final position is that the budget neutrality has been calculated within the law. Dombi feels the review is futile because CMS is not going to change their position. Now, they just have to prove the futility.

Two-Step Approach

Advocacy from NAHC, NHPCO, and other individuals and organizations was always intended to be a two-pronged effort: Litigation and Congress. The two do not interfere with each other. Even though the court dismissed the litigation suit in favor of judicial review, the approach in Congress continues. Of Senator Wyland, Dombi said, “A year ago at this time, his view was that home health agencies needed no relief. Now, he’s indicated a willingness to find a way to help home health agencies and recognizes that the cuts have been harmful to home health agencies and others that provide care.” According to Dombi, it was the personal stories and individual provider information that was crucial in swaying Wyland. The organizations continue to meet with other members of Congress to persuade them in the same way.

Dombi Provides Merger Update

Last year, NAHC and NHPCO announced they would join forces and merge into a new, as yet to be named, organization. That merger is still moving forward, but there are a lot of odds and ends to tie up. Dombi told us, “Nothing is final, final, but I don’t see anything but tailwinds moving forward.” The two organizations are still hoping for a July 1, 2024 launch of the organization. There is an active, open search for a new CEO to actively run both organizations as one. According to Dombi, no one has been slated for that position yet, so they may end up launching before there is a CEO in place.

The two organizations have already started integrating. They have lobbied together and they have worked on policy together. Additionally, they are integrating the association management system and building a website. “We feel confident enough that it’s going to reach the finish line that we’re investing time and money in these elements,” Dombi said. The two organizations can continue to operate together without a CEO, but there are a lot of decisions that need to be made that won’t be made until after there is a CEO.

After the Merger

Once the merger is complete and the two organizations operate under a new name with a new CEO, Dombi and his counterpart Bill Marcantonio of NHPCO will stay on for some time. Dombi will take the title President Emeritus and Council to the organization and Marcantonio will become the Chief Integration Officer. The new name of the organization has not been announced. Dombi says a lot of things are tied together, from an action standpoint, and it’s better to announce all of those details together along with the new name.

Reflections From Bill Dombi

When asked what was next for him after the merger is completed and he moves to retirement, Dombi reflected on his career:

“I’m proud of what I’ve accomplished in my life, but I’m more proud of what the people I work with I have accomplished. It’s not the first time we’ve tried to merge the two organizations, but this time, we had all the right ingredients and I’m proud of that. I live with the confidence that my constituency is up to the challenge. Every time they get kicked back, they’re right back at it.

To see where we are today compared to the 70s, we are so many light years ahead of where we were then. I mean, we’re talking about a hospital level of care at home. That was part of the dream. The fore-runners of healthcare at home truly believed those things were possible. The problems that caused the workforce shortage are multi-faceted, so the solutions are multi-pronged.”

We will continue following the story of both the lawsuits and the merger and update you as soon as there is more information.

©2024 by The Rowan Report, Peoria, AZ. All rights reserved. This article originally appeared in Healthcare at Home: The Rowan Report. One copy may be printed for personal use: further reproduction by permission only.
editor@therowanreport.com