The decision to pursue a merger or acquisition is among the most significant moments in the life of a hospital or system. And when this moment happens, it's time to assemble a team of experts to craft and execute these partnerships. Lawyers, brokers and financial analysts are invited to the table with board and executive leaders. But one more expert is needed to ensure success: a strategic communications leader.
This often-overlooked player can articulate a persuasive vision, manage a sustained messaging campaign, and build support and neutralize opposition among the stakeholders who can make or break your plans.
Given the highly political and emotional nature of ownership changes, the absence of a skilled communications professional among your team of experts can be a fatal flaw.
Bad communications can kill good deals. Too often, partnerships that make strategic sense fall apart because of unnecessary politics, foreseeable culture clashes and an approach that values secrets over engagement. However, open, consistent communication that encourages dialogue and drives engagement can be a unifying force, and even the glue that holds a partnership together in the toughest times.
Communication also can protect the value of your asset during a transaction. Launching a partnership process is change management of the most fundamental sort.
When you enter partnership discussions, your physicians, employees and community will imagine the worst and feel that everything is changing and that nothing is secure. A steady drumbeat of targeted, thoughtful messages shows these stakeholders what will change, what won't and what the future can be. Clarity eases their apprehension and frees them to work out how they can help the organization adapt to this significant change.
Here, then, are five rules to help a board develop that strategy.
1 Define the Partnership's Vision
During the early, confidential stage of the process, it is critical for trustees to have the end in mind: Someday, you will go before the stakeholders to sell this process, explain the reasons driving it and convince them the chosen partner is the right one for your community.
Even at this point, spend time articulating the objectives for a partnership and how finding the right partner will further the organization's vision. By thinking about the message you want to deliver in advance, you can hone and distill it. Because all the details of negotiating a deal — human resources, clinical, financial, regulatory, information technology — are vitally important, it is easy to think those details are your message.
They aren't. The message is what the partnership will allow your organization to do.
2 Commit to Disciplined Transparency
At the outset of a partnership search, trustees must commit to keeping their discussions with management and outside advisers confidential. As the process moves forward, the board and management will need to strategize about when communications need to go public. Once the organization has made its announcement, attempts at secrecy will only backfire. When the organization is open and honest, leaders can set the tone and maintain control of the message.
Trustees must understand that the announcement is just the first step. Frequent dialogue about the process and its goals builds credibility, mitigates the risk of losing control of the story, and keeps the hospital or system on the offensive and whole.
Public knowledge of the process, however, is not a license to comment freely. Trustees need to agree on who speaks in public for the organization and to stick to approved talking points. Once a partner is chosen, the two organizations must work to stay on the same page. There must be one set of core messages and one voice that speaks for the two organizations.
A dedicated website, known as a microsite, is an excellent tool to achieve disciplined transparency. It can provide answers to questions from employees, physicians, patients and the public. All communication vehicles drive to this microsite, ensuring that consistent messages are delivered.
Microsites can be used several ways: as a public-facing site about a partnership process; an internal site just for employees and physicians; or a development site for a large health system looking to expand, to detail the advantages of partnering with the system, with an option to have both public and password-protected versions.
3 Think Like an Outsider
How will community members who have not been involved in an 18-month exploration of the hospital's strategic options receive news of a partnership? What will their fears be? What will alleviate them? Who will they trust and want to hear from?
Anticipate their reactions — good and bad — and develop counter messages for each of them. Identify the right spokespersons to deliver the right message to the right audience.
Trustees have deep roots in their communities and can often draw on a much longer history than can senior management. If it is valuable, use your history in the organization and the community to anticipate the reaction to the story you are telling.
4 Be Nimble
If there is one constant in mergers and acquisitions, it is change. Partnership specifics will evolve throughout the course of the transaction. Rumors will emerge. Opposition will come out of the woodwork.
Trustees can help the management team and outside advisers understand how the community perceives these changes. While the overall message doesn't need to change, the tactics can and should adjust to community reaction.
Spontaneous conversations with acquaintances who stop you in the grocery store or outside of church are great sources of feedback and can help to uncover unexpected twists in the process. But don't rely solely on these encounters. Executives and trustees should use their relationships with important influencers in the community. Meet with these influencers and ask for their thoughts and what they hear from their own community contacts. Take in the feedback and adjust tactics accordingly.
5 Don't Dance to Someone Else's Music
Borrowed from politics, this rule speaks to the importance of owning your message. Don't let the opposition determine how, what and when your organization communicates. Don't overreact to naysayers. Support executives as they keep up the campaign. If a response is appropriate, understand that it must be tightly focused.
Overreacting to critics puts them in charge of the communications strategy. When your organization responds to a critic, it justifies their claims. If the story will die out quickly if you ignore it, then let it go. However, it's worth noting the importance of telling your story repeatedly — failing to do so leaves a vacuum that critics will fill.
If the story won't die on its own, the organization still must respond in a measured way that minimizes the life given to the story by responding. Stick to the facts, be tightly focused in your response — limit the response to those mounting the criticism in the first place — and stay on message.
An acquisition by a regional health system in the Northeast illustrates the political capital an organization can accrue. The system acquired a struggling facility previously owned by a multistate organization, knowing that changing the direction of the hospital was going to be challenging. Soon after the deal was announced, a major insurer canceled its contract with the hospital. The system also had to deal with the conversion of the facility from Roman Catholic to secular and a contentious union contract negotiation [see Adding Religion to the Mix, Page 31].
In addition to the multi-million dollar investment made in the hospital, the regional system used a broad internal and external communications plan focused on three messages:
- Without significant changes, the hospital would close.
- The regional health system worked very hard to keep the hospital open.
- The system would respect the hospital's culture as much as possible.
The system implemented its plans but was unable to maintain the facility as an acute care hospital. A comprehensive outpatient campus was a better fit for the community's needs. Thanks to the relationships developed during and after the transaction, the system had the credibility to work with employees, physicians, labor unions and religious organizations on a new future.
A Powerful Tool
Every hospital, community and partnership process is unique, but the rules provide a framework that can be adapted to your unique situation. The most critical point is to recognize the importance that effective communication plays in the process and, if it concludes with a deal, in enabling that partnership to live up to the promise envisioned by its architects.
This article is based on the book Healthcare Mergers, Acquisitions and Partnerships: An Insider's Guide to Communication (HealthLeaders Media, 2013) by David Jarrard in partnership with Geisinger Health System.
David Jarrard (firstname.lastname@example.org) is president and CEO of Jarrard Phillips Cate & Hancock Inc., Nashville, Tenn.
Adding Religion to the Mix
When a secular hospital aligns with a faith-based organization, a number of unique communication needs arise.
The hot button issues to address can range from operational practices and charity care policies to cultural beliefs, such as the enactment of Catholic ethical and religious directives. Each issue presents an opportunity to communicate with internal and external stakeholders about the matters they hold most important. Ignore them at your own risk.
Trustees must not only be prepared to address these issues early on, but also make sure the right person (someone whom important stakeholders trust) is providing answers as to how a faith-based organization will impact your system's culture and operations. When it comes to these issues, the messenger is just as important — if not more — than the message itself. In addition, gain an understanding of the legal and denominational regulatory process necessary to complete a transaction.
Engage with local leaders to understand their concerns, share your message and establish an ongoing dialogue. It's important for them to have a platform to ask questions and gain clarification throughout the process.
Likewise, communicate with specific religious leaders important to the approval of a faith-based transaction, such as the local bishop who may need to seek the Vatican's approval for a Catholic hospital transaction.
Lastly, consider the alignment of your cultures. For a secular-to-religious transaction to be successful, stakeholders from both organizations must have a shared mission and vision for the future of their respective organizations. — D.J.
Questions of Timing
The right time for a health system to inform employees, physicians and the community about the search for a partner varies. Above all, remember that having the news leak out, inaccurately in most cases, before the organization makes its initial announcement endangers hospital leaders' credibility. It puts an organization on the defensive and it may lead important players — in particular, physicians — to prematurely take a stance that is hard to reverse.
Here are some key considerations:
• Deciding to keep the process secret and managing to do so are two different matters. If your organization has not been able to keep secrets in the past, it makes more sense to reveal the process sooner rather than later.
• If your organization tried previously to complete a merger but failed, consider how and when that effort was communicated and whether communications contributed to the unsuccessful deal.
• The hospital's financial health is an important factor. If the organization is reporting tough financials, freezing pay and hiring management consultants, internal audiences are expecting the other shoe to drop. That means the rumor mill is already in motion.
• Competitors' actions play a role. Your organization may need to announce its intentions early on to plant a flag and let others in the marketplace, especially physicians, know that you have a vision of the future so they can decide whether to be a part of it.
• How does the organization manage change in general? If it tends to work through a deliberate, painstaking process of consultation for major changes, announcing the process sooner provides time for those consultations to play out.
It's best to bring your hospital's new partner into the communications mix quickly — when a letter of intent is close to being signed, if possible. While this work need not be visible at first, unified communications will speed a successful integration. It will enable the two organizations to begin planning the post-closing "new normal." — D.J.