County Commissioners Wyse and Augerot Comment on Corvallis Clinic Buyout Plan

The latest update on Optum Health’s desire to swallow Corvallis Clinic  – they’ve requested an emergency exemption from the usual Oregon Health Authority review of such a transaction, and now, two of three Benton County Commissioners have submitted comment asking the regulator to say no, or at least say, not so fast. 

Commissioner Nancy Wyse submitted her comment on Sunday, Mar. 10, and Commissioner Xan Augerot did so the next day. Neither supports the emergency exemption. Wyse’s comment is essentially her associating herself with earlier testimony from John Santa – it’s a little technical, but still an easy enough read that’s fairly short, and compelling. Augerot’s comment is more pointed. We’ve included the body of their comments to OHA below. 

Benton County Commissioner Pat Malone has not weighed in on the takeover. And neither have most of Corvallis’ City Councilors, including Councilor Gabe Shepherd, who is running for County Commissioner. Mayor Charles Maughan and our area’s State Representative, Dan Rayfield have not weighed in either. Rayfield is also running for higher office this year, seeking to become Oregon’s next Attorney General. 

On the other hand, our area’s State Senator, Sara Gelser Blouin, and Corvallis City Councilor Jan Napack have been vociferously against Optum’s takeover plans. 

A number of local healthcare advocates have also submitted objections to this latest filing, seeking an expedited review of the acquisition. You can find their comments here, along with the submissions from Augerot and Wyse. 

Here’s the text of Augerot’s Correspondence 

I am writing in hopes that the agency will not grant the emergency exemption for the Optum acquisition of The Corvallis Clinic. Per OAR 409-070-0022, the rationale for an emergency exemption is to 1) protect the interest of consumers and to 2) preserve the solvency of an entity.  

The first objective should be primary and should be focused on the intermediate and long-term community needs for medical care. The Corvallis Clinic as currently constituted is not the only configuration of medical professionals that will serve consumer interest. Samaritan Health Services and other entities, such as our Community Health Centers of Benton and Linn Counties, may absorb many of the providers at Corvallis Clinic. While elective and non-emergency services may be delayed in the short-term, this outcome would retain local ownership and improve access to high quality, community-based care.  

This “emergency” was exacerbated by Optum’s parent company, UnitedHealth. UnitedHealth’s poor management of Change Healthcare halted the flow of information and claims processing, greatly weakening The Corvallis Clinic’s financial position. Is it appropriate to grant emergency access to this acquisition to a predatory, vertically integrated company that has just ensured it will get access to Corvallis Clinic at a fire sale price?  

Is preservation of capital for the current owners more important than the long-term access to quality care for our consumers? Based on Optum/UnitedHealth acquisitions elsewhere, we would likely see a burst of short-term investment followed by penny-pinching to squeeze maximum profits out of The “Corvallis” Clinic. Providers will separate from the clinic and its services will likely 3/11/2024 10 increasingly focus on high-profit elective services. How is that in the long-term interest of our community? 

And, Text from Wyse’s Correspondence 

I wish to submit comment regarding The Corvallis Clinic/Optum merger as it stands to greatly impact the community I serve. I concur with the testimony previously submitted by John Santa on March 7, 2024. I will share an excerpt from that testimony: Some suggestions:  

1. It will be important that OHA release a summary of the Corvallis Clinic financial situation that demonstrates to the community the justification for discounting the significant opposition. 
2. There is skepticism that many of the conditions will be enforced sufficiently to make a difference. Penalties are not identified. Timing is unclear. UnitedHealth is in court in multiple states for multiple problems as is. 
3. There is conflicting/confusing language about no compete clauses. It appears that no compete clauses that were already in place under Corvallis Clinic will remain. Existing clinicians should be given a 6-12 month waiver of their no compete that requires 90 day notice to the Clinic and 60 day notice to patients. Item 17 in the order is confusing. It also mentions no competes but appears to only apply to “existing” shareholders. 
4. Condition 5 seems to intend to prohibit intentional efforts to change the Clinic payer mix but the terms used such as “serves” and “discriminates” seems vague. Corvallis Clinic is believed to have been trying to change payer mix for the last 1-2 years. This is especially true for Medicare. The current payer mix may already be “discriminatory.” 
5. Under fiscal conditions it seems there should be a prohibition on mandated changes in referral mix or patterns especially involving other Optum/United organizations such as home health, hospice. It seems there should be an effort that retains referral patterns if that is a patient preference and/or more convenient. 
6. Requiring the Monitor be held to a confidentiality agreement seems counter to their position and could undermine their credibility. The most likely source of actionable information will come from clinicians who will expect the Monitor to inform as needed parties who can take action. 
7. There is no prohibition on Gag Clauses and there should be especially for non shareholders. 
8. Enabling Optum to end the Patient and Family Advisory Council at 5 years seems arbitrary. Why not let the Council itself decide if it is worth continuing? I have worked with PFACs all over the country for five years. They all work if you do them right and there are 3 national organizations who can show any organization how to do them right. Have someone who knows about PFACs review this before final decision making. 

There are three areas that are not addressed that should be considered: 3/11/2024 7  

1. OHA should commit to an analysis of existing Optum clinics in Portland and Eugene. These clinics have had time to be converted to Optum systems. We are under the impression that many providers have left these clinics. in some cases, sites have closed. Other quality indicators could have declined. Anticipating that there will be future attempts to acquire Oregon groups by Optum we urge an ongoing analysis be started of all Optum clinics in Oregon. This can and likely should be done using data that can be collected independent of Optum. 
2. Many remain concerned about the impact of the Blackcat ransomware attack. We don’t think the attack is a reason to deny the application, but we do think the decision should be delayed until United can publicly commit to a date when resolution of all the problems will be achieved. Today’s Washington Post warns this is a now a nationwide problem. The American Hospital Association suggests this may be the largest health care information breach in history. If financial losses at Corvallis Clinic are truly as precarious as stated Optum should prioritize the Clinic and resolve any connections or breach issues first. 
3. Many are concerned that a substantial part of the transaction resources may go to a small subset of Corvallis Clinic and Optum executives and providers. The public should know this given the health equity issues this will create. Why would the managers of a business about to collapse be rewarded? If such stock purchase is planned it should be disclosed to the public, it should occur only after sufficient time has passed and data has established that the Clinic has returned to stable operations. it should only occur if those individual providers remain at the Clinic at the same level of commitment and only in proportion to the Clinic’s ability to pay them. Keeping the community in mind, an equal amount should be donated to the Clinic Foundation for use by the Community to reverse social determinants. OHA has an ambitious goal to reach health by 2030. As the definition used by OHA stresses, health equity is all about the transfer of power and resources. Lets not further slow progress by going the wrong way on this transfer of power and resources.