In the decade since Leonard Green & Partners, a private equity firm based in Los Angeles, bought control of a hospital company named Prospect Medical Holdings for $205 million, the owners have done handsomely.
Leonard Green extracted $400 million in dividends and fees for itself and investors in its fund — not from profits, but by loading up the company with debt. Prospect CEO Sam Lee, who owns about 20% of the chain, made $128 million while expanding the company from five hospitals in California to 17 across the country. A second executive with an ownership stake took home $94 million.
The deal hasn't worked out quite as well for Prospect's patients, many of whom have low incomes. (The company says it receives 80% of its revenues from Medicare and Medicaid reimbursements.) At the company's flagship Los Angeles hospital, persistent elevator breakdowns sometimes require emergency room nurses to wheel patients on gurneys across a public street as a security guard attempts to halt traffic. Paramedics for Prospect's hospital near Philadelphia told ProPublica that they've repeatedly gone to fuel up their ambulances only to come away empty at the pump: Their hospital-supplied gas cards were rejected because Prospect hadn't paid its bill. A similar penury afflicts medical supplies. "Say we need 4x4 sponges, dressing for a patient, IV fluids," said Leslie Heygood, a veteran registered nurse at one of Prospect's Pennsylvania hospitals, "we might not have it on the shelf because it's on 'credit hold' because they haven't paid their creditors."
In March, Prospect's New Jersey hospital made national headlines as the chief workplace of the first U.S. emergency room doctor to die of COVID-19. Before his death, the physician told a friend he'd become sick after being forced to reuse a single mask for four days. At a Prospect hospital in Rhode Island, a locked ward for elderly psychiatric patients had to be evacuated and sanitized after poor infection control spread COVID-19 to 19 of its 21 residents; six of them died. The virus sickened a half-dozen members of the hospital's housekeeping staff, which had been given limited personal protective equipment. The head of the department died.
The litany goes on. Various Prospect facilities in California have had bedbugs in patient rooms, rampant water leaks from the ceilings and what one hospital manager acknowledged to a state inspector "looks like feces" on the wall. A company consultant in one of its Rhode Island hospitals discovered dirty, corroded and cracked surgical instruments in the operating room.
These aren't mere anecdotes or anomalies. All but one of Prospect's hospitals rank below average in the federal government's annual quality-of-care assessments, with just one or two stars out of five, placing them in the bottom 17% of all U.S. hospitals. The concerns are dire enough that on 14 occasions since 2010, Prospect facilities have been deemed by government inspectors to pose "immediate jeopardy" to their patients, a situation the U.S. Department of Health and Human Services defines as having caused, or is likely to cause, "serious injury, harm, impairment or death."
Prospect has a long history of breaking its word: It has closed hospitals it promised to preserve, failed to keep contractual commitments to invest millions in its facilities and paid its owners nine-figure dividends after saying it wouldn't. Three lawsuits assert that Prospect committed Medicare fraud at one of its facilities. And ProPublica has learned of a multiyear scheme at a key Prospect operation that resulted in millions of dollars in improper claims being submitted to the government.
Leonard Green and Prospect, which have operated hand-in-glove throughout this period, both declined requests for interviews. (Near the end of the reporting for this article, Prospect's CEO, Lee, spoke to ProPublica on the condition that he not be quoted.) Leonard Green and Prospect responded to ProPublica's questions in written statements through Sitrick and Company, a crisis PR firm jointly retained on their behalf. They maintain that they've kept their commitments, abided by the law, provided good patient care and invested hundreds of millions of dollars, saving many failing hospitals and preserving thousands of jobs. "Prospect Medical Holdings is a healthcare system that provides compassionate, accessible, quality healthcare and physician services," the statement asserted.
The question of whether profits and good medical care can coexist is not a new one in the United States. But that tension is particularly acute in the case of Leonard Green and Prospect, where private equity has extracted hefty profits from a business that acquires struggling hospitals and relies on Medicaid and other government programs to pay the bills for its impoverished patients.
"It's such a brutal case of unabashed greed," said Rosemary Batt, a professor at Cornell University's School of Industrial and Labor Relations, who has studied private equity's involvement in health care. "We're talking here about safety-net hospitals that are serving the poor, the unemployed, disproportionately people of color. They're just doing this immoral sucking out of resources. That is beyond the pale."
Prospect's story is also a bleak omen for the future of America's health care system — and a particularly telling one because the company is effectively on its second tour through the private equity system. The business model for private equity firms like Leonard Green involves stripping cash out of the organization, loading down operations with debt and reducing every conceivable expense. After that is accomplished, firms then usually resell the operation to another buyer within five years.
The saga of Leonard Green and Prospect embodies a broader trend. Starting around 2010, giant private equity firms like Cerberus Capital Management and Apollo Global Management rushed into the hospital business, buying up facilities and assembling chains. Their moves intensified a shift to for-profit ownership among the nation's 5,200 general hospitals: from about 15% for-profit in 2000 to 25% for-profit in 2018, the most recent year for which data is available. The biggest corporations still own more hospitals than private equity firms: HCA, for example, owns about 180; Apollo claims 89 and Cerberus had 37 at its peak, before selling this year.
Almost as quickly as it rose, private equity firms' ardor for hospitals has "substantially cooled" in the past few years, said Lisa Phillips, editor of HealthCareMandA.com, which tracks private equity health care deals. "I've seen the whole M&A market for hospitals dry up."
Making quick profits from operating hospitals proved daunting. "There's so many other places to put their money in health care that they can flip faster," Phillips said. (The firms have lately turned their sights to outpatient clinics or staffing emergency rooms.) "Private equity really wants to see growth fast and get out," Phillips said. "They've squeezed it as dry as they can."
Those actions have made it hard for the firms to sell hospitals, according to Eileen Appelbaum, senior economist at the Center for Economic and Policy Research, who studies private equity. "They're loaded with debt and anybody sensible is not prepared to buy them."
Indeed, Leonard Green is now on its third attempt to sell Prospect. Other firms, facing growing losses, have placed some hospitals into bankruptcy and closed others, offering up their real estate while seeking to sell the rest of their medical operations at bargain-basement prices.
The exodus isn't necessarily good news, according to Batt and other experts. As they see it, this is merely the latest stage in a slow descent to the bottom. Given the cash and assets that private equity owners have already taken out of hospitals, their new owners will be left with heavy debt and limited resources — as the saga of Leonard Green and Prospect demonstrates. Faced with that financial plight, these hospitals will be compelled to cut costs even further, making it ever harder to deliver quality care.
Just over two decades ago, Sam Lee and the private equity firm where he then worked were among the first such firms to invest in hospitals — and it started almost by accident. In 1998, most private equity firms avoided health care. The industry was complicated and highly regulated, both anathema to private equity. Kline Hawkes, the young Los Angeles firm where Lee worked, had made only one previous health care investment, in a medical instruments company. The founder of Kline Hawkes was an investor named Frank Kline, who told ProPublica that no person named Hawkes was ever involved with the firm. Kline picked a British-sounding name to add a dash of gravitas.
In 1998, Kline Hawkes was approached by David Topper, a veteran hospital marketing executive who was seeking funding to buy eight struggling little hospitals in the LA area (one would be immediately sold) and assemble them into a company called Alta Healthcare Systems. Then 49, Topper started Alta after recovering from a fire at his home that left him on a respirator, with third-degree burns over 70% of his body.
Kline was skeptical. He relented only after a bit of salesmanship: Topper surprised him by turning up at a dinner meeting with 15 doctors who promised to send patients to Alta's hospitals. It convinced Kline that Topper could deliver growing revenues. He decided to invest, putting up $3 million in equity toward the $34 million purchase price. Alta borrowed the rest.
Kline assigned Lee, then 32, to oversee the investment. Lee's experience was in finance, not medicine. Born in South Korea and raised in Tampa, Florida, he was an industrial engineering graduate of Georgia Tech. Lee had worked for Andersen Consulting ("as a grunt," he later explained in a deposition) and a Florida software company before getting an MBA at Harvard and joining Kline Hawkes.
Lee was whip smart, could be charming when he wanted to and preferred to operate behind the scenes. He hasn't been quoted in the press in more than 20 years. (In recent years, his wife's Facebook account has shown him celebrating holidays with her and their three college-age sons; family vacations in Maui, Aspen and Las Vegas; and pilgrimages to the Super Bowl and the American Music Awards.)
Lee became "super-involved" in overseeing Alta even as Kline Hawkes quickly found an exit, according to Kline. Just three years after investing $3 million, the firm cashed out in 2001 with $5.3 million, a 73% profit. Already deeply indebted, Alta had to borrow more to pay the $5.3 million.
For his part, Lee decided to stay. He sensed a major opportunity, according to a corporate history his spokesman provided: "While the cost of healthcare was growing at three times the rate of the US GDP, hospitals as a group were inefficient in delivering quality care." Lee quit the private equity firm in 2000 and joined Alta full time, becoming its co-president and a 50-50 partner with Topper. Lee became the primary decision-maker. Topper's main role was to be Alta's salesman, schmoozing doctors and nursing home administrators to feed Medicaid and Medicare patients into their small community hospitals, located in low-income neighborhoods.
From the beginning, Lee and Topper brought the cost-slashing philosophy of private equity firms to Alta and its hospitals, according to interviews with former executives and multiple lawsuits. The effects were felt almost immediately.
Critical medical equipment and supplies, including drugs and tracheotomy kits, were "routinely unavailable" at Alta's hospitals because bills hadn't been paid, according to a breach of contract suit later filed by a former Alta chief operating officer named Michael White. According to the suit, the company regularly "changed vendors to avoid payment" and "bounced checks as part of its regular cash management process." (White's suit was later settled.) The portrait offered by White was affirmed by other executives, including Paul Smith, a former vice president for finance at Alta, who told ProPublica he recalled "having to switch vendors sometimes because we would get cut off." Emergency room staff in at least one Alta hospital lacked chemical reagents needed to perform critical enzyme tests on heart attack patients, according to another former Alta executive who sued the company. Employees sometimes had to spend their own money to buy toilet paper for patients.
The stringent penny-pinching wasn't enough to generate profits at first. Some of Alta's hospitals, according to company filings with the California health department, were averaging 30% occupancy. According to White's lawsuit, Alta lost a cumulative total of $35 million through the end of 2002. In April 2003, Lee and Topper abruptly shut down two of their hospitals, placing them into bankruptcy (and eventually liquidation), while selling a third. Lee disputed some of White's claims, but acknowledged in the company's written responses that this was "a difficult time," resulting in "some bounced checks and some payables being missed." He insisted that "ultimately, all the vendors were paid."
Shedding those money-hemorrhaging operations helped Alta turn a financial corner. By cutting costs and maximizing government reimbursements at its remaining facilities, Alta started to eke out profits from its four remaining hospitals. "Their model was really about just bare minimum," said Mike Heather, who later helped Prospect acquire Alta and served as Prospect's CFO from 2004 through 2013. Alta's facilities "were sort of war-zone hospitals. They were very, very dirt cheap in every respect."
Things began looking up for the business. Occupancy climbed, and individual hospitals began reporting growing profits — though perhaps not as much as Alta's financial reports suggested. "When you looked on paper, it was a beautiful turnaround," said Jack Lahidjani, who was Alta's CFO from 2003 to 2006. The reality, he said, was that Lee was "putting out aggressive financial statements."
Lee "fought tooth and nail" to hike Alta's reported profits in 2006 by booking inflated estimates for forthcoming Medicaid revenues, according to Michael Bogert, who prepared Alta's audited financial statements for Moss Adams LLP, the company's accounting firm. "He had our partners convinced I was being too conservative," said Bogert, now executive vice president for corporate finance at Prime Healthcare, a Prospect rival. Lee convinced a Moss Adams senior partner to overrule him — something that had never happened, Bogert said, during more than 300 previous hospital audits. (Moss Adams declined to comment.)
The rosy numbers helped attract a buyer for Alta in 2007: Prospect Medical Holdings, a small, publicly traded company that managed 10 physician groups. The deal paid off Alta's debt and netted Lee and Topper $50 million each in cash and Prospect stock. Those shares were enough to give Lee and Topper control of Prospect. Their ambitions were only growing.
The merger nearly wrecked Prospect. Just weeks after the deal closed, Prospect's audit firm, Ernst & Young, discovered inflated revenues and profits on Alta's books. (The E&Y senior manager assigned to examine Alta's financials told ProPublica the misstatement was "very easy" to find.) As a result, Prospect was unable to complete its Securities and Exchange Commission filings, forced to cancel its annual shareholder meeting, delisted from the American Stock Exchange and defaulted on its loans, triggering millions in lender penalties. In April 2008, Alta restated its 2006 revenues, lowering them by about $4 million. In the restatement, filed with the SEC, Moss Adams explained that Alta had misused and ignored "factual information that existed" at the time it compiled the inflated financial statements. (Prospect told the SEC the company's investigation had found no "intentional wrongdoing." Lee, in his statement to ProPublica, dismissed the significance of the Alta restatement and said the bigger problem at the time was that Prospect was in far worse shape than he'd been led to believe.)
Despite the turmoil, Lee became CEO of Prospect and consolidated power. He acquired a moldering flagship hospital, the 420-bed Brotman Medical Center, in Culver City, California, out of bankruptcy; replaced Ernst & Young; fired and sued the company's outside law firm; and ousted Prospect's 74-year-old founder, Dr. Jacob Terner. A year later, Lee halted payment on Terner's exit package. (Terner, who has since died, sued and won the full $1 million he was due, plus legal fees, in court.)
Michael Terner worked as an executive vice president at Prospect for five years and departed around the same time as his father. He says his dad covered for Lee after the merger by soft-pedaling Alta's accounting problems only to have Lee turn on him. "You'll find," Terner said, "if you go through the history of Sam Lee, there's a lot of corpses."
Indeed, the trail of litigation, unpaid bills and accusations was already lengthy. Two former senior executives at Alta claimed that Lee and his longtime partner had cheated them out of a promised equity stake. Minority investors in Brotman accused Lee of cooking its books to defraud them. Dozens of lenders, executives, doctors, staffing agencies and hospital vendors filed lawsuits and court claims over unpaid debts and broken agreements. Three law firms hired by Alta later sued for unpaid bills. Lee professed his innocence and fought the actions, typically settling for discounted amounts. The pattern would continue at Prospect.
Lee was demanding and unrelenting, according to people who worked for him. "One day you're like a superstar and the future of the company," said Steve Aleman, who became Prospect's CFO in 2013. "The next day you're absolutely in the doghouse."
(Last fall, Lee abruptly terminated Aleman, who then filed suit claiming he is owed for unpaid compensation and canceled company stock options. Aleman is now CFO of Prime Healthcare. In its responses for this story, Prospect made an array of unsubstantiated allegations about Aleman's workplace conduct during his 12 years at the company. A Prospect lawyer also wrote Aleman, accusing him of making "false and defamatory" statements to ProPublica. In a letter responding to the company, Aleman's lawyer denied that his client made any defamatory statements. Aleman confirmed to ProPublica the accuracy of his comments in this article. In addition, Prospect made accusations about the conduct or character of seven other former executives and employees critical of the company, including two other former CFOs of Prospect or Alta. Aleman called the charges an "offensive smear campaign that Prospect is attempting against myself and others who are no more than victims of Lee's broader plan to enrich a few and hurt many.")
Lee churned through executives and could turn brutal, screaming at subordinates or grilling them over a tiny issue. "He'd go through three hours of literally just peeling the skin off somebody," Aleman said. Lee would make executives cry, recalled former Alta CFO Lahidjani, who counted himself in that category.
Meanwhile, the CEO whittled costs to the bone by finding cheap sources for medical supplies; through "real-time" monitoring of hospital staffing; and slow-walking every vendor payment. "He was very proud of making it impossible to get a dollar out," former CFO Heather said. "He would just not pay people as a way to negotiate. He would shut off things you'd say it was crazy to shut off."
Through its spokesman, Prospect said "we do not have a slow-pay policy at Sam Lee's or anyone else's direction." It said the company's implementation of a new financial system over the past 12 months has caused a number of vendor payment delays and "credit holds."
Prospect was far less obsessive about patient care issues, according to former company executives. "That quality component was always lax in my opinion," one said. "It's always the bottom line." In public testimony a few years ago, Prospect executives acknowledged the point. "As an organization, we had delegated the role of the quality program to a local level," Senior Vice President Von Crockett testified, "without the proper oversight at a corporate level."
By 2010, the investing trends had changed. Big private equity firms were flooding into the hospital business. Leonard Green, a firm known for its investments in marquee consumer brands like Whole Food Markets and Neiman Marcus, joined the rush.
Prospect's business, which involved spending as little as possible and squeezing profits out of Medicare and Medicaid reimbursements, while using Prospect's physician groups to generate patients, didn't fit the pattern. But Leonard Green viewed Prospect's approach as one that could be applied widely and used to acquire more hospitals and reap more profit. Lee was eager to expand, too, confident that his business model could be applied to many more struggling hospitals, multiplying the company's revenues from about $470 million in 2010 to several billion.
Leonard Green struck a deal that aligned Lee's financial interests with its own. In addition to more than $2 million a year in salary and bonus, he would get 20.2% of Prospect's shares (and dividends). Topper received a 14.9% stake, while Leonard Green got 61.3%. The rest was distributed in the form of stock options to Prospect's top executives, to whom Lee dangled the possibility of a big future payoff.
Leonard Green's point man for the Prospect stake was a former investment banker named John Baumer, a graduate of Wharton and Notre Dame, where his father had worked as the university's comptroller. At Notre Dame, Baumer and his wife have endowed the lacrosse team's head coaching position ($3 million) and funded a new men's dormitory ($20 million). The Baumers live about 30 minutes from the firm's Santa Monica offices in a large oceanfront property on Manhattan Beach, purchased, through a corporate entity he set up, for $18.4 million.
Baumer and two Leonard Green colleagues, who together made up a majority of Prospect's five-member board, left day-to-day health care operations to Lee. The private equity board members focused on profits — and wasted little time in beginning to reap returns.
In 2012, Prospect paid Leonard Green and its investors a total of $188 million in two rounds of dividends. Prospect raised the money by issuing junk bonds. Only two years in, the private equity fund had made back most of its $205 million investment.
As Prospect cranked up its ambitious expansion plans, it consistently told the targets of its acquisitions and the government regulators who needed to approve them that it was in the business of saving troubled hospitals. "We haven't closed hospitals, and we don't close services," Dr. Mitchell Lew, Prospect's president, said at a Connecticut public hearing in March 2016. "We're in this for the long term, OK?"
Lee's first out-of-state acquisition would erase that claim. In 2012, Prospect paid $48 million for San Antonio's Nix Health System. Nix included a 208-bed downtown hospital, an inpatient psychiatric center and multiple outpatient clinics.
Nix was an unusual acquisition for Prospect. It was profitable and had a higher federal quality rating, with four out of five stars, than any other Prospect hospital. Yet Prospect claimed the role of savior. In a press release announcing the deal, Lee said the company "will help ensure the long-term success of Nix."
That success didn't last long. Prospect removed Nix's longtime CEO in 2015 and established control from headquarters in LA, while cycling through four more CEOs in the next four years. Doctors who had long relationships with Nix stopped referring patients. After decades of profits, Nix began losing money.
In 2019, after repeatedly promising to keep at least part of the system open, Prospect shut it all, laying off nearly 1,000 employees. The company sold Nix's downtown building to a hotel chain and exited with a big loss. "It was mismanaged at the corporate level," Aleman said. "It went from making about $20 million to losing money. It was an absolute disaster."
In its responses to ProPublica, Prospect blamed the failure on a "catastrophic" broken water pipe in 2016 that flooded "the entire hospital infrastructure," forcing doctors and patients to go elsewhere for months. "Volume and physicians," the company said, "never returned to pre-flood levels."
Prospect is now poised to shutter another acquisition it eagerly pursued: East Orange General, outside Newark, New Jersey. In late 2015, Prospect outbid two other companies with a $44 million offer for the 196-bed hospital, then in bankruptcy and losing more than $2 million a month.
Prospect vowed to spend $52 million on capital improvements and keep the hospital open for "no less than five years." Three years into that vow, with losses still running about $1 million a month, Prospect's warnings that it wanted to sell or close the hospital spurred state lawmakers to hand the company an "emergency" $15 million grant.
Lee couldn't find a buyer, Aleman said: "They would have just given East Orange away — literally handed over the keys. They wanted to get rid of it at all costs." In its statement, Prospect said it will keep East Orange open into 2021 while it continues to seek a buyer and thus "will surpass our five-year commitment of operating the hospital." The company also said it has met its $52 million capital-spending promise under provisions of its purchase agreement that allow it to count debt payments and routine maintenance costs toward that total.
In Rhode Island, Prospect was welcomed as a savior in 2013 when it agreed to pay $45 million for controlling ownership of two money-losing Providence-area hospitals: 220-bed Roger Williams and 359-bed Our Lady of Fatima. Eager to save jobs, Fatima's powerful United Nurses & Allied Professionals union endorsed Prospect's bid.
State regulators, who had to approve the sale, had two big concerns. The first was the $188 million in dividend payouts previously made to Leonard Green and other investors. Those payments raised fears that Prospect wouldn't fulfill its pledge to spend $90 million on capital improvements over four years. No problem, Prospect responded; it wouldn't pay out any more dividends. "Prospect's management and representatives have given assurances that this was a one-time event and that there are no plans to make a similar distribution in the foreseeable future," the Rhode Island attorney general noted in his written findings on the hospitals' sale in 2014.
Employee pensions was the other issue. The retirement plan for Our Lady of Fatima, which 2,700 past and current hospital employees were counting on, had been woefully underfunded since 2008. The problem had escaped federal ERISA oversight because of the hospital's affiliation with the Catholic Diocese of Providence, making its pension system a legally exempt "church plan."
The size of the problem was a secret. During negotiations over the sale, Prospect was repeatedly briefed on actuarial studies showing that even after a $14 million contribution that Prospect agreed to make, the plan would run out of money by 2036, while still owing about $98 million in retirement benefits.
After learning this, Prospect negotiated contract language freeing it from any future pension liability. The retirement system, and its massive funding deficit, would become the responsibility of a nonprofit community board, which had no reliable source of income.
Prospect officials never disclosed the plan's dire straits during the state approval process. Instead, retirees nervous about Prospect's purchase were shown a PowerPoint presentation stating that Prospect's one-time contribution would "stabilize plan assets." Lee attested in writing that the payment would "assure that the pensions and retirement of many former employees, who reside in the community, are protected." Prospect told the attorney general that any necessary future payments would "be made based on recommended annual contribution amounts as provided by the Plan's actuarial advisors." Remarkably, no one addressed who would actually make such payments. Rhode Island approved the purchase in 2014.
Over the three years that followed, neither Prospect nor anyone else paid a penny into the pension plan. In 2017, the system was declared insolvent and placed in receivership. The court-appointed receiver has filed multiple lawsuits accusing Prospect and the diocese of "omissions and half-truths actionable as fraud," demanding that they help make the pension whole. The cases are all pending.
In its statement, Prospect noted that its purchase agreements for the hospitals "clearly spell out" that the company had "no responsibility" for funding the pension plan. It also said it would have been "economically impossible" for Prospect to take over liability for the retirement system and called the receiver's allegations about the company's actions "false and unsubstantiated." Both Prospect and the diocese deny concealing the pension system's condition.
Meanwhile Prospect sought to cut costs by reducing the workforce, trimming benefits and tightly monitoring each hospital's patient count throughout the day from its LA headquarters, sending nurses and aides home whenever possible in mid-shift.
After hearing about a consultant's 2017 report describing dirty and damaged operating room instruments, the union at Fatima requested documents about this and other problems revealed by various inspections. Prospect refused, and failed to turn over any of the materials, despite an order to do so from the National Labor Relations Board in April 2019, affirmed by the 1st U.S. Circuit Court of Appeals in March 2020.
Prospect asserts that it promptly addressed the consultant's concerns about dirty and damaged surgical instruments, but that it viewed the report as "proprietary" and thus "availed itself of the court system." The company added: "As we recently received a ruling from the Federal Court to produce the document, we have complied with the order."
Prospect has yet to hand over any documents, according to the union. "Prospect is lying in claiming that they've complied with the order," union general counsel Chris Callaci said. Dealing with the company, he added, has been "a parade of horribles."
Many of these problems had yet to emerge by 2015, as Prospect struck rapid-fire deals to double the company's size. That's when it reached agreements to spend more than $500 million to buy hospital systems in three states: East Orange General, in New Jersey; three community hospitals in Connecticut; and a four-hospital system in suburban Delaware County, Pennsylvania, west of Philadelphia. Prospect promised to spend hundreds of millions more on pension and capital improvements.
Prospect was reporting revenues of about $1 billion in 2015, with operating profits of $108 million. After digesting the acquisitions in the pipeline, the company projected, revenues and profits would surely soar.
Leonard Green was now ready to fully cash in and exit its investment. In October 2015, the firm hired Morgan Stanley to find a new private equity buyer for Prospect. The company's 92-page "confidential information memorandum," prepared for prospective acquirers and obtained by ProPublica, promoted the company's "cost-effective care" model, including daily "flex" management of hospital staffing, use of low-cost sources for medical supplies and a focus on high-profit programs for treating the seriously mentally ill.
Bain Capital and CVC Capital Partners were the two final bidders. Both made offers around $1.2 billion, according to sources familiar with the talks. Then, in early 2016, U.S. capital markets tightened amid fears of a recession, dashing the company's hopes to get even more. Lee decided to hold off on a sale. Aleman said the discussed reasoning was that Prospect could bring a far richer price after mining its pending acquisitions for bigger profits.
But a new problem had emerged behind the scenes during this period: improper Medicare billing. The issue, described in internal documents obtained by ProPublica and interviews, involved "unsupported" reimbursement codes submitted by Prospect's physician-management business, whose dramatically increased profits the company had promoted to potential buyers. The problem was discovered in August 2015 during a routine compliance audit by nurses with Inter Valley Health Plan, a California HMO that sent Medicare Advantage patients to Prospect doctors and, as a result, had shared in the improper windfall (unknowingly, according to Inter Valley).
Inter Valley promptly notified Prospect, which expressed skepticism that anything was wrong, according to Inter Valley chief operating officer Susan Tenorio. "They really didn't take us seriously," she said. "The response was: 'We do this all the time. Nobody has questioned it.' That's when I went back to our CEO and said, 'There's a problem here.'"
Inter Valley began investigating, with help from a law firm and outside consultant. It found that Prospect had submitted an estimated $22.6 million in potentially improper charges, which the federal government had already paid. Several million dollars more in improper claims, not yet processed, had to be canceled, according to Inter Valley. Inter Valley's CEO and its chief compliance officer then sent a letter detailing their findings to the Centers for Medicare and Medicaid Services in August 2016.
The letter, obtained by ProPublica, reported that Prospect had submitted thousands of claims dating back to 2013 that were "not supported by audited medical charts." It added: "In many instances, diagnosis codes were submitted for dates of service for which there was no evidence in a medical chart confirming that the [Prospect physician] had a face-to-face visit with the beneficiary." Most of this "upcoding" involved claims that individual patients had made two visits to Prospect doctors on the same day. "We reported everything," Inter Valley CEO Mike Nelson said. Everyone on Inter Valley's board, he added, accepted that its organization had been reimbursed for false charges. "Making it right is what we should do," Nelson said.
Prospect, Inter Valley and a hospital used by the plan's patients had to repay the federal government for the improper income they'd received. Nelson said the three parties set aside a combined $22 million to cover the reimbursements while CMS completed its still-unfinished audit of how much is due. (CMS did not respond to requests for comment.)
Prospect's own consultant, Alvarez & Marsal, largely confirmed Inter Valley's findings in September 2016 in a confidential draft document reviewed by ProPublica. Alvarez & Marsal was also concerned the problem extended far beyond what Inter Valley had discovered: that Prospect had submitted bogus claims for more than 20 other Medicare Advantage plans, including United Healthcare and Blue Shield.
Another of the Medicare Advantage plans that received payments because of Prospect's improper claims, CalOptima, said in a statement that Prospect first informed it in March 2016 of an "inadvertent and isolated" billing error from a single month in 2015. Months later, Prospect acknowledged the problem was far more widespread. It eventually turned out there were 3,847 "erroneous" claims over four years, requiring $2.8 million in repayments to CMS, including $1.7 million from Prospect. Because the improper claims were eventually self-reported, the government has taken no action against Prospect.
The ultimate total cost to Prospect from the improper billing episode, including expected income the company lost as a result, was in the tens of millions, Aleman estimated.
Prospect asserted that its cost was actually $8.5 million and that "management was unaware" of any inappropriate billing until after the fact. The company blamed the episode on the vice president who had presided over all reimbursement submissions, who was fired. In an interview, the woman, who asked not to be identified, told ProPublica, "They blamed me for something I didn't do." Inter Valley's Tenorio called her "a scapegoat."
Meanwhile, three lawsuits have charged Prospect with different allegations of billing fraud at its flagship hospital in Culver City. According to a pending suit filed by Charles Harper, a 28-year employee who served as director of cardiopulmonary therapy, the hospital fraudulently billed Medicare for individual respiratory therapy while regularly requiring its staff to treat two patients at the same time, a practice known as "stacking." Harper claims he was fired for complaining about the wrongdoing. (Prospect denies any improper billing and says Harper's job was eliminated because of diminished demand for respiratory services.)
A second lawsuit filed in federal court claimed the hospital inflated Medicaid revenues at its Miracles detox center by admitting financially needy or homeless patients with "no medical reason for being hospitalized for chemical dependency." The plaintiff, a former nurse there who sought whistleblower status for the suit, alleged that some patients were admitted so often, without undergoing standard addiction screenings, that the staff referred to them as "frequent fliers." Federal prosecutors ultimately declined to join the case but allowed it to proceed as a private action against Prospect and the hospital under the False Claims Act. Prospect settled in 2017, agreeing to pay $275,000 while asserting that the claims were "wholly without merit."
The third suit alleged an "illegal patient procurement scheme" to generate fraudulent Medicare and Medicaid claims. Christina DeMauro, an emergency room nurse at Culver City for six years, asserted that a special team of hospital "marketers" generated a stream of about 20 elderly patients a day, most suffering from chronic dementia, who were admitted through the ER despite having no problems that required hospitalization.
According to her suit, these patients were brought from nursing homes and other senior facilities, "many well over 100 miles away," when their Medicare benefits there, capped at 100 days, were about to expire. After an unnecessary hospital admission requalified them for Medicare benefits, the patients were then returned to their facilities, according to the suit, boosting government billings for both Prospect and the senior facilities. Filed in 2018, the case remains pending in Los Angeles. DeMauro alleges that "unlawful retaliatory conduct" she faced after complaints about these practices forced her to resign.
Don Andrews, a seasoned administrator who worked as emergency department director during part of this period, backed these claims in an interview with ProPublica. Andrews said Prospect marketers insisted that elderly mental health patients "from nowhere near Culver City" be admitted through the emergency room even when no psychiatric beds were available in the hospital. He says this routinely resulted in a handful of patients being held for days in a crowded ER "overflow" area with no beds or privacy — just chairs and a single bathroom — serving as a sort of "bootleg inpatient psychiatric unit." A few years before Andrews got there, one 79-year-old man suffering from dementia disappeared after being left unattended in the overflow area, according to a state inspection report and a lawsuit by his family. His body was later found on a beach 7 miles away; the man had drowned. The "overflow" area remained in use until about 2018, when it was permanently locked, hospital employees said.
Prospect's spokesman denied DeMauro's allegations but declined to address specifics because her litigation is pending.
This same hospital, the company's largest, is also the most visible monument to Prospect's neglect. Long called Brotman Medical Center, it is best known for its burn center, which treated Michael Jackson in 1984 after his hair and jacket caught fire during the filming of a Pepsi commercial.
In 2013, four years after buying the hospital, Prospect grouped Brotman with two of its other hospitals, renaming it Southern California Hospital at Culver City. The move, made to qualify for extra government subsidies for treating low-income patients, helped Brotman generate profits.
But Brotman has continued to deteriorate. In 2015, inspectors shut down all elective surgery at the hospital for eight days, citing a "widespread pattern" of poor infection control and sterility; the problems resulted from inadequate heating and cooling systems. That episode, as well as the death of the ER-overflow patient whose body was found on the beach, resulted in immediate jeopardy findings.
That same year, state health inspectors cited the hospital after a broken refrigeration system in its morgue caused a woman's corpse to decompose so badly it produced a "noticeable stench," making it impossible for her family to have an open-casket funeral. Meanwhile, one of the hospital's elevators has been out of order for 10 months. Patients needing MRI scans must be taken outdoors and down an alley, past dumpsters and into a hospital parking lot, where the scan is done in a rented trailer.
Prospect said it quickly resolved all immediate jeopardy findings, something a hospital is required to do to remain eligible for federal reimbursements. It said it is "working with state and local officials to expedite" the broken elevator's replacement. And it said it is "not uncommon for hospitals to utilize a mobile MRI," but plans are underway to relocate the MRI inside a nearby building.
When it rains in Culver City, water drips from ceilings throughout the hospital's two buildings, forcing staff to relocate patients and plant orange buckets in the hallways. In 2014, a patient's wife filed suit after soaked ceiling tiles fell and struck her in the head while she was sitting in the hospital lobby. This January, a giant brown mold formation burst through the wall near a fourth-floor nurses' station. Noted the resulting complaint to the California health department: "There are mushrooms growing out of the wall (which they cut off and patched back up). There is leakage from the ceiling when it rains you can taste the mold in the air."
Employees told ProPublica the problem has persisted for years and provided photographs and videos documenting numerous leaks as well as the mold growth. Prospect asserted, by contrast, that "all leaks are identified and fixed as they occur." The company said roof replacement has begun on the main patient building.
A 2018 state inspection found the pharmacy staff at the Culver City hospital had for months ignored findings of "fungal air growth," "bacterial organisms" and mold in equipment used to mix patient medications in a sterile environment. According to the report, this resulted in the dispensing of about 21,000 doses of "adulterated dangerous drugs" to patients over a nine-month period. In September 2019, California's attorney general formally charged Prospect executives, including Lee, the hospital and its supervising pharmacists, with "gross negligence," initiating proceedings to revoke or suspend the hospital's pharmacy permit. The matter remains pending. Prospect asserted that "no patient harm occurred" from the "error," which has been corrected, and said the pharmacy is now "fully operational."
Eventually, word of Prospect's practices spread, causing alarm when the company sought to acquire new hospitals in other states. As Connecticut in 2016 weighed whether to approve Prospect's purchase of three hospitals, the state sent a team to California to investigate five recent immediate jeopardy findings, which had placed one Prospect hospital license on a "termination track" for cutoff of Medicare and Medicaid funding.
Prospect executives tap danced, alternately denying problems and explaining away the repeated findings of imminent threat. SVP Crockett testified, for example, that "there was no specific patient harm" that occurred, while insisting Prospect acted aggressively to address the "allegations," including by creating new posts for a "chief quality officer" and a "vice president of regulatory affairs and patient safety."
The company claimed it would act differently in the new states it was entering. "What happened in California certainly is concerning," Prospect's president, Lew, acknowledged at the hearing. "… And so, we're not bringing California's quality program to Connecticut," he said. "If you want to look at us as performing an 'F' on the test in California, that student is not coming here to tutor Connecticut on quality, OK?"
As it turns out, Prospect hasn't earned stellar grades in Connecticut either. State officials approved the company's acquisitions on a conditional basis in 2016, while imposing a three-year monitoring regime that health department officials describe as unprecedented. Before the monitoring period expired, two of Prospect's newly acquired Connecticut hospitals were slapped with immediate jeopardy findings.
This time, two patient deaths triggered the jeopardy findings. In 2018, Manchester Memorial Hospital mishandled two high-risk pregnancies: One woman died after delivering a stillborn baby; a second gave birth to an infant with severe encephalopathy, a form of brain damage, after an emergency cesarean section was performed too late. Waterbury Hospital was found to have failed to properly monitor two suicidal patients on a single day in March 2019. In one case, staff returned a belt to an "actively suicidal" psychiatric patient who then used it to hang himself in his hospital bathroom. After his death, the hospital failed to notify police. A second patient attempted suicide by tying hospital socks around his neck after being left unwatched while a nurse went to lunch.
The Joint Commission on Hospital Accreditation responded by initially denying Waterbury's accreditation, required to receive Medicare and Medicaid funding, after an inspection that found 42 quality standards "out of compliance." In December 2019, Connecticut regulators extended the monitoring of the state's three Prospect hospitals until May 2021.
More failures appeared in the company's biggest purchase yet, agreed to in late 2015: the four-hospital Crozer-Keystone system in Pennsylvania. Prospect paid $300 million. It made other promises as part of the deal: to spend an additional $200 million in capital improvements within five years; to keep all the hospitals open for a decade; to fund $171 million in pension benefits within five years; and to endow a community health care foundation for $53 million.
Almost immediately, Prospect began contesting the agreement. Always eager to delay and reduce a big outlay, Prospect deferred $21.5 million of the foundation funding for 90 days — and then refused to make the payment altogether, challenging how much it owed.
The foundation sued, eventually extracting Prospect's agreement to submit the matter to arbitration while putting the money into escrow. When Prospect then missed the escrow deadline, the foundation began garnishing the company's accounts and sought to have a receiver appointed over all its financial transactions. Prospect finally paid, 18 months late, after the arbitrator awarded the foundation $23.7 million, including interest. (Prospect's spokesman said the matter was "referred to the court" because efforts to resolve the amount of the payment were unsuccessful.)
At Crozer-Keystone, as elsewhere, Prospect has aggressively moved to lower costs. It sought, unsuccessfully, to reduce nurses' accrued vacation time and to cut pension benefits for all employees who didn't work full time. The company has also waged a four-year battle to halve the tax assessments on all its hospital properties. (Prospect says it believes the assessments are excessive and will pay "once a final ruling is given as to what is fair and proper.")
In November 2018 came yet another immediate jeopardy finding. This one stemmed from patient-safety violations in a mental health ward at 300-bed Crozer-Chester Medical Center, the system's largest hospital. According to state health department inspectors, video monitors at a nurses' station for maintaining watch over suicidal patients were turned off or ignored; an activity room was left unattended as psychiatric patients milled about; patients were placed in restraints or in seclusion without proper documentation; and facilities in the locked unit treating elderly psychiatric patients, some of them suicidal, presented multiple hanging hazards.
Hospital workers have regularly reported staffing shortages, sometimes forcing delays of scheduled medical procedures. Two medical employees at Delaware County Memorial Hospital are lead plaintiffs in a national class action against Prospect, claiming insufficient staffing regularly forces hospital employees to work, unpaid, through meal breaks. The company denies the allegations, including that any of its hospitals suffer from staffing shortages.
As elsewhere, Prospect's failure to pay bills on time has delayed repairs and resulted in supply shortages. At Delaware County Hospital, veteran nurse Angela Neopolitano said a call-bell system in one unit, which patients use to summon help from nurses, has been broken for more than two years. "Creditors would not come in to fix things because the hospital owed them money," she said. "Then we suffer and the patients suffer."
Paramedics have repeatedly gone to fuel up ambulances using a hospital credit card, only to have it rejected, according to Larry Worrilow, assistant chief for the Crozer-Keystone EMS system. "It'll be fine for six or eight months. And then, all of a sudden, boom — you can't get fuel," said Worrilow, who has worked there since 1977. "After you rattle their chains, they pay part of the bill, get their credit hold lifted, and you can get fuel." (Prospect said the card was rejected because it placed a charge limit on it as a security measure, and "when it was brought to our attention that the account was reaching the credit limit frequently, we increased the credit limit to ensure there was not disruption of services.")
The system's eight ambulances are so old — two have more than 275,000 miles on them — that they frequently break down, according to Worrilow. "There's plenty of times when we went to go on an emergency call and the ambulance wouldn't start," he said. "You have to send the next closest ambulance. Or you get to the scene and the ambulance won't run."
COVID-19 caught many of America's top medical centers by surprise. But Prospect's penchant for scrimping on staff and medical supplies left its hospitals with little margin for error.
In Rhode Island, for a time in March, hospital employees at Our Lady of Fatima were threatened with discipline for wearing their own masks, even though the hospital didn't have enough to give them. Nursing assistant Doreena Duthily, who worked in the geriatric mental-health ward, where 19 of 21 patients were infected, was out sick for three weeks with COVID-19 herself. Duthily blames the hospital's frequent rotation of its limited staff to different floors for spreading infection. Six members of the environmental services staff, responsible for cleaning patient floors, also got sick. On May 1, department supervisor Jerald Ferreira, 63, died of COVID-19.
"We were probably about three weeks behind every other hospital in getting just the basics," said Fatima RN Lynn Blais. "All of a sudden COVID comes in, everybody should have surgical masks, and we don't have two days' worth of surgical masks, much less two months of surgical masks. We were caught with our pants down. That germ was all over the floor."
In Culver City, nurses unable to get proper protective gear for a time donned plastic garbage bags. ER secretary Chudi Long says she became infected after being denied a mask despite working in close quarters with COVID-19 patients. After her breathing grew weak while she was battling the virus at home, Long was rushed to another hospital's ER, where she lost two front teeth during an emergency intubation, and spent seven days on a ventilator.
Prospect denied it ever lacked PPE at any of its hospitals.
Leonard Green may not have been involved in Prospect's day-to-day management, but it has popped up periodically to make sure it gets a return on its investment. In 2018, less than four years after assuring a state attorney general that it had no plans to seek new dividends, Prospect attempted to do just that. It began preparing to issue a $600 million dividend. As always, the plan envisioned funding that payment through debt.
Moody's, the ratings agency, was dismayed by Prospect's soaring debt. It lowered the company's credit rating in response. As a result, Prospect reduced the dividend to $457 million. In a letter to Rhode Island officials, Prospect insisted it didn't violate the pledge it made back in 2014 because "in 2014, no dividends were planned."
That $457 million raised the total in dividends extracted from Prospect since Leonard Green acquired it to $645 million. Roughly $386 million had gone to Leonard Green's investors and the firm (which gets 20% of all fund profits); $128 million to Lee; $94 million to Topper; and the remaining $37 million was divided among other Prospect executives. (Another $14 million in fees went to the private equity fund.)
Having collected that cash, Leonard Green made a second attempt to exit the investment in June 2018. By this point, Prospect had grown to 20 hospitals. Detailed management presentations to the two 2015 finalists were followed by dinners in Beverly Hills, leading to informal discussions with CVC, which was contemplating a considerably richer offer this time, according to Aleman. (CVC declined to comment.)
But once again, the sale collapsed. As Prospect headed toward the September close of its 2018 fiscal year, its business began deteriorating rapidly, torpedoing the projections it had given potential buyers. Recognizing that the bad numbers would surely blow up the deal, Leonard Green and Lee decided to hold off again. (The statement from Green and Lee denies they tried to sell the company in 2018.)
The situation grew dire. By January 2019, Prospect had so little cash that it needed an emergency $41 million loan from Leonard Green, Lee and Topper to assuage auditor fears that the company might not remain "a going concern" and to avoid violating loan covenants, according to Aleman. In March, Moody's downgraded Prospect's debt a notch deeper into junk territory, citing the company's "very high financial leverage, shareholder-friendly financial policies, and a history of failing to meet projections."
Eager to raise capital, Prospect sold its land and buildings last fall in a sale-leaseback transaction that allowed the operations to remain in the facilities. The company raised $1.55 billion. Prospect used much of the cash to pay off its loans. It had effectively replaced its debt payments with rent payments.
The sale of the land and buildings brought in much needed cash and stabilized the company. But it also meant that Prospect had shed by far its biggest asset, sharply reducing the value of the company. When Leonard Green made its third attempt to exit, the nominal price was a pittance.
In October, the private equity firm agreed to sell the firm's 60% stake to Lee and Topper for $12 million in cash plus the assumption of $1.3 billion in lease obligations. The $12 million was to be paid by Prospect, not the two executives. As Prospect and Lee put it in their statement for this article, "In effect, the company's money is their money."
To Lee's management team, who dreamed of stock option riches, it was an outrage. The low cash price would value their shares and options at a pittance, dashing their expectations of a windfall. A "drag-along" provision of the agreement would force all shareholders to sell immediately, rather than wait and hope for a better price. In February, Aleman, who'd been stripped of his stock options when he was suddenly fired last fall, filed suit in California, seeking restoration of his shares and payment of his 2018 bonus. (Under agreements Prospect makes virtually all employees sign, the case is scheduled to go to arbitration.)
For Leonard Green, the exit made a certain sense. As of this year, when the firm hopes to close the sale, Green has retained its Prospect stake for 10 years; indeed, the $5.3 billion fund that holds that and other investments was launched in 2007, making it venerable in private equity years. That fund has doubled in value overall, according to data on its investors' websites. All told, for all investments in the fund over 13 years, ProPublica estimates Leonard Green has made more than $1.5 billion for itself from fees and its share of the fund's profits. (Through its spokesman, Leonard Green said this figure was wrong and that the firm would "not respond to inaccurate guesses.")
It is leaving a mess behind at Prospect. The company has little cash, weighty pension debts and lease commitments, and uncertain future earnings.
Some current and former management shareholders, working with Aleman, contemplated trying to recruit another buyer who would pay a far higher price. But when an email exploring this effort was accidentally sent to Prospect, the company responded by dispatching a letter to Aleman's attorney, accusing the former CFO of "colluding with others in an attempt to interfere with a Company transaction." It demanded that he "immediately cease and desist."
Leonard Green's sale to Lee and Topper requires approval from state officials in Rhode Island, since it involves hospitals there. The officials have postponed their decision until November, saying there are missing documents and unanswered questions. And opponents there are making a stand. The Private Equity Stakeholder Project, a union-backed research group, has produced detailed reports criticizing Green's history with Prospect. It has lobbied public-pension investors and members of Congress to press the firm to return its dividends to the company, saying its profiteering has put Prospect's safety-net hospitals at risk. The Fatima union and the pension fund's receiver have opposed the sale too. "I don't know the answer, but I think there's something wicked going on here," Max Wistow, the receiver's special counsel, told a public hearing. Citing Leonard Green's history with the hospital company, the Rhode Island state treasurer has said he will block any future investments by his state, which sunk $20 million into the fund that owns Prospect, in the private equity firm's funds.
Leonard Green defended the transaction to state officials and a Rhode Island congressman, writing that the sale price reflects Prospect's "future obligations" and was agreed to by "sophisticated investors" who wanted "to not burden the company with additional debt." The firm added: "We reject any implication that we have managed Prospect in a financially irresponsible fashion or that we have put our own financial interests ahead of the interests of the hospital system. Prospect today is at no risk of financial failure."
Given Sam Lee's prowess at squeezing cash out of ailing institutions, Prospect undoubtedly will find profits left to extract. What it will have to offer patients is less clear.
Peter Elkind is a senior reporter covering the Trump administration. Doris Burke is a senior research reporter at ProPublica.
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