Kastor, John A. MD
For three years beginning in 1998, an entity known as Mount Sinai NYU Health provided medical care based at the Mount Sinai and New York University (NYU) medical centers in New York City. Mount Sinai NYU Health was an unstable and short-lived union, and the briefly integrated institutions soon returned to local management. In 2008, the merger was formally dissolved. This article (Part 2) and the one that precedes it (Part 1) in this issue of Academic Medicine report the findings of my study of the formation and dissolution of the merger attempts. I conducted the study through interviews in person or by telephone or e-mail with 42 individuals, most of whom were associated with one or the other of the two medical centers. Some were interviewed more than once. Most, but not all, agreed to be identified as study participants (see the acknowledgments at the end of each article). Where I have not given a reference for a quoted phrase or statement, either the person quoted did not wish to be identified or I felt that no reference was needed.
Part 1 focused on “merger one,” the attempt to combine the medical schools and hospitals of Mount Sinai and NYU medical centers* and the failure of that attempt. This article recounts the effort to develop a merger of those two institutions' hospitals only (“merger two”).
On September 24, 1997, eight months after the boards of Mount Sinai and NYU announced the failure of merger one, which proposed merging their medical schools and hospitals,1The New York Times reported that trustees from the two institutions were trying to create another merger.2 This time, they planned to combine the Sinai and NYU hospitals into a new corporation with its own trustees.
As anticipated, finances became a major consideration in merging the two hospitals. Mount Sinai Hospital had recently incurred a large debt to build a new clinical building, whereas NYU's Tisch Hospital had little debt.3 This reflected the conservative spending policy of the NYU medical center leadership and many members of the boards of both the parent university and the medical center.4 Laurence “Larry” Tisch, then chairman of the NYU board, was heard to say, “We're a charity, not a business. We don't take big gambles.”4
Mount Sinai's assets, however, were far larger than those of the NYU medical center because of the large amount of real estate Sinai owned in Manhattan.5 The NYU School of Medicine had annual deficits—about $25 million in 1999—even after including financial support from Tisch Hospital.4 If Tisch should leave the NYU medical center and become part of a separate corporation with the Mount Sinai Hospital, to what extent would the new hospital corporation support the academic programs of the NYU medical school? Eventually, the parties agreed that the hospital corporation would contribute $18 to $20 million annually to support the medical schools.
NYU trustees were becoming increasingly worried that Tisch Hospital, although currently generating a surplus, would lose money in the future and become unable to support the money-losing medical school. This could drain the endowment of the central university because the medical center was an operating division of the university.3 Many members of the NYU board at Washington Square, where the NYU central administration is located, “really hated being in the hospital business,” according to an observer at Sinai. A senior faculty member from NYU said, “Washington Square was afraid of its medical center. Many there saw it as a financial burden rather than the academic jewel that it was.” The trustees knew that Tisch Hospital needed a large and long-overdue capital investment at a time when the future for health care financing was problematic. One of the NYU basic science chairmen believes that several trustees were thinking, “We don't need you guys.”6
Ability to borrow more money than either of the institutions could by itself was one of the purported reasons for the merger.3 Accordingly, John (“Jack”) Rowe, the CEO of the Mount Sinai Medical Center and architect of the mergers, planned to borrow $1 billion, half of which would refinance existing debt, mostly at Sinai.3,4 Of the $500 million remaining, $100 million would pay for such underpinnings of the merger as information technology (IT); $400 million would be spent building a new pavilion for Tisch Hospital.
The loan never happened. Soon after the merger started, the credit markets for hospitals froze,3,7† and when borrowing became easier, Mount Sinai NYU Health could obtain only $600 million. After refinancing Sinai's existing debt and paying for the merger's expenses, nothing was left for Tisch.3 The $400 million that was needed would have to be raised from contributions.4
Because a cash covenant was required for the new financing and to ensure liquidity, Sinai created a reserve of $60 million from its balance sheet. This money would be restricted and, until paid off, unavailable to Sinai for other purposes. NYU didn't have sufficient cash to contribute to the reserve.
In addition to the debt, the deal required Sinai/NYU to pay the NYU School of Medicine $55 million in cash across five years to “release” the Tisch Hospital to (really, “buy” the Tisch Hospital for) the new corporation. Thirty million dollars would be paid in the first 18 months, and the rest would be paid in decreasing amounts over the next 42 months.4
Sinai was able to invest this money in the project because, according to a senior Mount Sinai officer, “we had better asset base and cash flow than NYU.” Despite Sinai's financial contributions, members of the NYU faculty resented their institution's having to absorb and service what was originally Sinai's debt. They also objected to Sinai's majority of 60% of the trustees on the new hospital board.4
The intense opposition at NYU to merger one—see Part 1 of this report—continued as the trustees were formulating merger two in the first six months of 1997. Some clinicians worried that they would lose control of the teaching of the medical students when they worked in the hospitals of the new corporation.2,8 Others feared that the hospital corporation would “run the medical school” because it would supply vital funding.8 “Under these circumstances, how will the medical school be able to maintain its independence and thrive?” asked a senior member of the NYU faculty.
Participation by the NYU faculty in developing merger two was minimal.6,8 A former NYU clinical chairman wrote me, “The faculty did not participate in the decision. We were simply told from the trustees that we would be merging with Mount Sinai.”9 The chairs were pressured to sign a document indicating that they fully supported the merger.8 All but two of the clinical chairs signed, but many of the basic science chairs did not.8
Faculty leaders feared that some trustees had retained their desire to merge the medical schools, despite the failure of merger one.8 This could lead, among other results, to the dissolution of the faculty's tenure, forced retirements, or even discharges.6
To prevent the NYU trustees from trying to separate the medical school from the university again, the faculty council filed a suit10 against the board of trustees, Jay Oliva, president of the university, and Noel Cohen, interim dean of the medical school. They contested that due process had been violated in that university bylaws prevented such a structural change without the faculty's approval.6
Although the judge hearing the case dismissed the suit, the trustees had already shelved the idea of a separate medical school corporation and left the NYU School of Medicine where it was, an integral part of the university. Oliva and some of the trustees had attended the hearing and came to understand better the reasons for the intense feelings of the NYU faculty about separating their medical school from NYU. Although the faculty lost the legal battle, it was said that they won the war.11
Pending approval from the New York State Board of Regents, Mount Sinai School of Medicine would sever its relationship with the City University of New York and become the second medical school of NYU.8 This would constitute the first instance of a private U.S. university having more than one medical school. Furthermore, in no state with several state medical schools are two of the schools in the same city. (After the breakup of merger two, Sinai decided to sever its connection with NYU as soon as it could receive authorization to grant diplomas itself, a process that can take years and that had not been completed at this writing . When this happens, the diplomas will simply read “Mount Sinai School of Medicine.”)
New dean for NYU
As the structure of merger two was being developed, the NYU trustees decided that Saul Farber, now 80, would have to be replaced as dean and provost.8 His opposition to merger one, though muted, was well known, and the NYU trustees didn't want similar difficulties that could interfere with their new efforts. Whether the position of provost would survive the formation of merger two was not clear.
In the spring of 1997, NYU appointed a search committee to nominate candidates to succeed Farber. Then, on July 23, 1997, rather than await the arrival of a new dean, the NYU trustees relieved Saul Farber of his two senior posts. They decided that Farber could no longer be left in charge to manipulate the development of merger two. “It fell to me to tell him,” his friend, NYU trustee Martin Lipton, said. “The most difficult thing I ever had to do.”12 For the time being, Farber would remain chairman of the Department of Medicine. Farber loyalists deeply regretted what had happened and continued to denigrate the merger.
The search committee gave Jay Oliva, the university president, the names of three finalists for the dean position, but none seemed interested. Many candidates saw the job as unattractive because of the faculty turmoil and the as-yet-unsettled structure of the medical school part of merger two. If you separate from NYU, “you'll damage the medical school,” said one candidate. Another objected to the absence of a comprehensive business plan. “You'd have to be nuts to take it,” he concluded. A candidate who knew NYU well believed that the school had been on a “downhill course” for many years. The trustees who interviewed him made it clear that they were very worried about the financial implications of continuing to own a hospital, and they strongly favored ridding the university of Tisch Hospital. With the search stalled, the trustees appointed Noel Cohen, chairman of the Department of Otolaryngology, as interim dean and provost.8
In January 1998, the search was reactivated with the same faculty members but this time “stacked with trustees,” as one of the committee members said. “They wanted someone like Jack Rowe.” Also in January, the NYU trustees transferred Tisch Hospital into the newly created NYU Hospital Center, which would become the vehicle for assigning the hospital to the new company.3
A candidate now appeared who was interested. This was Robert Glickman, chairman of the Department of Medicine at Beth Israel–Deaconess Medical Center in Boston, one of Harvard's principal teaching hospitals. Beth Israel–Deaconess was itself a recent merger of two academic hospitals and was having severe financial difficulties. On July 1, 1998, NYU announced Glickman's appointment as dean of the NYU School of Medicine—he took over in September—but because Tisch Hospital was now part of Mount Sinai NYU Health, he would not be provost of the NYU medical center.
Combining clinical programs
Combining, and thereby avoiding duplication of, clinical programs between Sinai and Tisch appealed to those planning both phases of the merger, as similar processes of combining such programs had appealed to the organizers of other mergers between teaching hospitals. Sinai performed many more liver transplantations than NYU, and orthopedics at NYU's Hospital for Joint Diseases was stronger than the program at Sinai. These programs, plus pediatrics (which was larger at Sinai), were all seen as services “that jumped off the pages as early targets,” said a senior Sinai administrator. NYU's Rusk Institute of Rehabilitation Medicine was well known but “had slipped,” and the chairman at Sinai, himself a veteran of Rusk, was building a strong program. The retirement of the chairman of anesthesia at NYU gave Rowe the opportunity to merge the departments. In vetoing it, Glickman followed the traditional custom that each medical center needs its own departments.
Despite the proposed advantages of the idea, combining clinical programs worked no better at Mount Sinai NYU Health than it had at other teaching hospital mergers.13,14 Neither hospital wanted to have its weaker programs transferred to the hospital with stronger programs of the same type.
Merging some clinical training programs, however, did occur. Former Sinai chairman of pediatrics Kurt Hirschhorn said that the joint Sinai/Tisch fellowship in pediatric hematology–oncology worked “beautifully,” but he added that “there was little other consolidation.”15 Only the back-office functions came together. “There was relief here that the departments didn't merge,” remembered Kenneth Davis, chairman of the Department of Psychiatry at the time and president and CEO of Mount Sinai Medical Center now.5
Failure of Merger Two
Mount Sinai NYU Health functioned for only three years and, except for the merger's debt of about $670 million, would have legally ended years before it did in 2008.16 The financial weakness of Mount Sinai, in particular, had prevented dividing the debt before then.17
Why did merger two fail?18
Many at both institutions point to the collapse of merger one as poisoning the air for merger two. Also, as a reporter for The New York Times wrote, “the union fell victim to many forces, notably turf wars, as forces on each side resisted yielding autonomy.”17
Mount Sinai trustees and executives never fully accepted the loss of the unified structure of medical school and hospital that had been a feature of the Sinai organization since the hospital founded the medical school 30 years before. The Sinai board also objected to their hospital's functioning as an “asset base for Tisch.”5
The NYU medical center, like Mount Sinai's, had a long history working as one combined unit. The conversion required, in effect, cutting each team in half, with some employees going to Mount Sinai NYU Health and the other half staying at the two medical schools. The restructured teams focused their strategies on their new responsibilities even though these might conflict with the aims of the medical schools. Merger two, as one executive said, “took two integrated functioning entities and converted them into three dysfunctional entities.”3
Board members, faculty, and administrators at each of the institutions had their own explanations. Several at Sinai point to the departure of Jack Rowe, the driving force behind both mergers, as critical.19‡ Others there said that it was time for Rowe to leave. A Sinai observer wrote me, “I am pretty sure that the merger failed in large part because Rowe gambled and lost…. The tragedy of the whole thing in my view is that … the institutions each lost hundreds of millions of dollars because of Jack's ego.”
By 2001, it was clear to most observers at both institutions that the merger was dying. Both hospitals were returning to a “campus-centric”18 structure. Some savings—$8.3 million in 1999 with projections for greater amounts if the merger had continued3—had been realized by integrating back-office functions such as IT, human resources, billing, finance, legal, supplies, benefits, and food service. Contrary to expectation, the merger did not gain much leverage with the managed care companies. The rates that both Mount Sinai and Tisch hospitals received from the insurers before the merger were relatively low, and the ability of Mount Sinai NYU Health to bargain more successfully for higher rates never materialized.4
Taking the merger apart cost NYU about $100 million, a senior member of the faculty estimated8—a large expense that is comparable to expenses that leaders of other failed teaching hospital mergers discovered to their dismay. Mount Sinai reports that demerging cost them nothing.5 “When we demerged, hospital–school efficiencies were recreated,” Kenneth Davis, Mount Sinai CEO, writes. “Indeed, it was my estimate that demerging saved Mount Sinai money. Clearly, there were no additional costs.”5
Much effort was expended at both centers recovering the support systems that had been transferred to Mount Sinai NYU Health.4 Separating IT and billing proved particularly troublesome.3 “Both sides lost money in the merger [despite what Kenneth Davis said—see above], and each side felt the other got more,” was the opinion of a knowledgeable executive.
Also, typical of other hospital mergers that failed, many leading members of the faculties acknowledged that they had neglected their usual duties by preoccupation with the two mergers for several years.6,8,20§ Much productive academic time, several said, was lost.8
When he became chairman of the NYU medical center board in 2001, Kenneth Langone, a venture capitalist and investment banker, concluded, “This merger will never work. The first thing we have to do is get us out of it.”21 At a meeting with the faculty, he was heard to say, “This is the worst deal I've even seen.” Martin Lipton, chairman of the NYU board of trustees and an active participant in the two merger attempts, acknowledged about Mount Sinai NYU Health: “It was a mistake.”12,¶
For an outline of the main events of merger one and merger two, see Table 1.
Why Did This Merger Fail? Why Did Some Others Succeed?
While Mount Sinai and NYU were trying to merge, several other teaching hospitals had combined or were in the process of doing so.22 The most successful unions were in Boston and Manhattan. In 1994, the Massachusetts General Hospital and the Brigham and Women's Hospital joined together to form Partners HealthCare. In June 1996, the boards of the Society of the New York Hospital and Presbyterian Hospital in New York City agreed to merge, and NewYork–Presbyterian Hospital came into being 18 months later. Both mergers are still functioning. Several attempts to merge other teaching hospitals foundered, as did Mount Sinai NYU Health.
Why did the mergers of the institutions described in this article and the preceding one23 fail, while a few other mergers succeeded? What were the most important differences between them?
Merging the medical schools produced intense opposition, particularly from the NYU faculty and leadership. Although some members of the faculties at Cornell and Columbia, in the case of NewYork–Presbyterian Hospital, and at Massachusetts General Hospital and Brigham and Women's Hospital, in the case of Partners, raised objections to the mergers, none produced the level of turmoil that characterized the opposition at Mount Sinai and especially at NYU.
Merging medical schools.
Joining the medical schools of Columbia and Cornell was never a part of the NewYork–Presbyterian Hospital merger, thereby avoiding the type of turmoil of much of merger one at Sinai and at NYU. Because the founding hospitals of Partners are both principal teaching affiliates of one medical school, Harvard, conflict like that accompanying merger one did not occur. “Merging top schools is insane,” said a senior faculty member from Columbia.24
Although Jack Rowe, the CEO of Sinai, was the principal force behind the merger, Saul Farber, the most senior official at NYU, opposed combining the schools and hospitals. In contrast, the chief executives of both Presbyterian Hospital and New York Hospital strongly favored their merger, as did the leaders at Massachusetts General and Brigham and Women's hospitals.
The Sinai board was, and had been, intensely supportive of its hospital and medical school, its only responsibility, whereas the NYU board had broader responsibilities and priorities than just the medical center and feared that their hospital presented a dangerous financial risk to the whole university. Leading trustees at NYU pushed both merger attempts over the wishes of many of the faculty and the physician leadership. At NewYork–Presbyterian and Partners, the senior executives, each a physician, defined the need for the merger and led the effort, and the trustees supported them. It is interesting to note that the boards of NYU and Mount Sinai, like those at New York and Presbyterian, contained members who had participated in business mergers and thought it quite reasonable that merging their hospitals would benefit both, given the economic anxieties of the time.
Before the mergers, management of the schools and hospitals was integrated at both the Mount Sinai and NYU medical centers. At Sinai, the hospital, which created the medical school, was the dominant partner.25 At NYU, the medical school, whose dean was also provost of the medical center, controlled Tisch Hospital. At Presbyterian Hospital and New York Hospital, the governance structure was different. Before they merged, those hospitals were individual corporations, quite separate governmentally from their medical schools and from each other. After the merger, the corporate relationship of NewYork–Presbyterian Hospital to Columbia and Cornell universities did not change from that of the individual hospitals before the merger. The arrangement in Boston was similar. Massachusetts General and Brigham and Women's hospitals were, like Presbyterian Hospital and New York Hospital, separate corporations affiliated with, but not owned by, Harvard University.
Mount Sinai NYU Health was a holding company, as is Partners, whereas NewYork–Presbyterian Hospital is a full asset merger. Hence, in the mergers studied here, the structure of the corporations did not predict success or failure. Of course, the number of hospitals is so small that no generalizations about corporate organization should be made.
The executives at NewYork–Presbyterian and Mount Sinai NYU Health marketed the names of their mergers more than the previous names of their principal hospitals. Despite this effort, however, patients continued to identify more with, and contribute to,26 either Mount Sinai or NYU rather than to Mount Sinai NYU Health. The leaders of Partners, however, specifically maintained and promoted the identity of the constituent hospitals that Partners owns while underemphasizing the name of Partners.
The author thanks the following persons who were interviewed for both reports and those who read and advised about the manuscript. (A few wished to remain anonymous.) About Mount Sinai: Kenneth L. Berns, Kenneth L. Davis, Joel S. Ehrenkrantz, Blaine V. Fogg, Kurt Hirschhorn, Larry H. Hollier, Paul E. Klotman, Peter W. May, Barbara J. Niss, Kristjan T. Ragnarsson, Richard Ravitch, Gary Rosenberg, Arthur H. Rubenstein, Donald Scanlon, James S. Tisch. About NYU: Martin J. Blaser, Colleen R. Bradley-Sanders, Robert J. Cohen, Noel L. Cohen, Richard R. Crater, John M. Deeley, Richard J. Donoghue, Doris B. Farber, Arthur C. Fox, Roberta M. Goldring, Anthony J. Grieco, Robert I. Grossman, Rochelle Hirschhorn, Kenneth G. Langone, Martin Lipton, Richard I. Levin, Rodolfo R. Llinas, Charles J. Lockwood, Jerome Lowenstein, L. Jay Oliva, William E. Paul, Herbert H. Samuels, Michael L. Shelanski, David S. Scotch, Frank C. Spencer, Herman Turndorf, Gerald Weissmann. About both: Herbert Pardes, Bruce C. Vladeck.
The contents of this article are solely the responsibility of the author and do not necessarily represent the official views of the University of Maryland or of the institutions discussed in the text.
1Nicholson J. Mt. Sinai, NYU merger flops. New York Daily News. February 15, 1997.
2Fein EB. NYU center and Mt. Sinai resume talks. New York Times. September 24, 1997.
3Richard J. Donoghue, senior vice president for strategy and business development, NYU Langone Medical Center, New York; personal communications, November 6, 2009 and November 25, 2009.
4Richard R. Crater, corporate chief financial officer, NYU Langone Medical Center, New York; personal communication, October 5, 2009.
5Kenneth L. Davis, MD, president and chief executive officer, Mount Sinai Medical Center, New York; personal communications, March 11, 2009, December 2, 2009, December 13, 2009, and March 3, 2010.
6Rodolfo R. Llinas, MD, PhD, Thomas and Suzanne Murphy Professor of Neuroscience, New York University School of Medicine; personal communication, September 30, 2009.
7Burns LR, Cacciamani J, Clement J, Aquino W. The fall of the house of AHERF: The Allegheny bankruptcy. Health Aff (Millwood). 2000;19:7–41.
8Herbert H. Samuels, MD, Helen and Milton Kimmelman Professor of Pharmacology, New York University School of Medicine; personal communications, June 24, 2009, October 7, 2009, October 14, 2009, and October 20, 2009.
9Frank C. Spencer, MD, professor of surgery, New York University School of Medicine; personal communication, June 22, 2009.
10Faculty sues to block Mt. Sinai deal. New York Times. January 9, 1998.
11Roberta M. Goldring, MD, professor of medicine, New York University School of Medicine; personal communication, November 13, 2009.
12Martin Lipton, chairman, Board of Trustees, New York University; personal communication, October 23, 2009.
13Kastor JA. Conclusions. In: Mergers of Teaching Hospitals in Boston, New York, and Northern California. Ann Arbor, Mich: University of Michigan Press; 2001:426–428.
14Steinhauer J. Hospital mergers stumbling as marriages of convenience. New York Times. March 14, 2001.
15Kurt Hirschhorn, MD, professor emeritus of pediatrics, genetics and genomic sciences, and medicine, and chairman emeritus, Department of Pediatrics, Mount Sinai School of Medicine; personal communication; June 17, 2009.
16Colleen Bradley-Sanders, archivist, New York University Medical Center Archives; personal communications, January 20, 2010 and March 1, 2009.
17Perez-Pena R. For hospitals seeking split, debt is glue. New York Times. July 4, 2003.
18Finkelstein KE. Celebrated hospital merger a union in name only. New York Times. December 2, 2001.
19Steinhauer J. Hospital chief to lead Aetna managed care. New York Times. September 6, 2000.
20Kastor JA. UCSF Stanford: Development. In: Mergers of Teaching Hospitals in Boston, New York and Northern California. Ann Arbor, Mich: University of Michigan Press; 2001:390–395.
21Kenneth G. Langone, chairman, Board of Trustees, NYU Langone Medical Center; personal communication, November 23, 2009.
22Kastor JA. Mergers of Teaching Hospitals in Boston, New York, and Northern California. Ann Arbor, Mich: University of Michigan Press; 2001.
23Kastor JA. Failure of the merger of the Mount Sinai and NYU hospitals and medical schools: Part 1 [published online ahead of print September 17, 2010]. Acad Med. 2010;85:1823–1827. doi:10.1097/ACM.0b013e3181f65000.
24Michael L. Shelanski, MD, Delafield Professor and Chairman, Department of Pathology, Columbia University College of Physicians and Surgeons; personal communication, July 14, 2009.
25Arthur H. Rubenstein, MB BCH, executive vice president, University of Pennsylvania for the Health System; dean, University of Pennsylvania School of Medicine, Philadelphia, and dean, Mount Sinai School of Medicine 1997–2001; personal communication, October 30, 2009.
26Barbara J. Niss, archivist, Mount Sinai Medical Center, New York; personal communications, June 9, 2009 and November 5, 2009.
* Disclosure: I am a graduate of the NYU School of Medicine and of its residency training program in medicine. Cited Here...
† An important factor in the unavailability of loans to hospitals at the time was the bankruptcy of the Allegheny Health, Education, and Research Foundation, the large hospital medical school complex in Pennsylvania. Cited Here...
‡ Rowe was appointed president and CEO of Aetna U.S. Healthcare in September 2000. Several of those interviewed said that Sinai let Rowe leave without trying to keep him. Many of the trustees had lost faith in Sinai's participation in the mergers he had championed. Rowe declined to be interviewed for this report. Cited Here...
§ See reference 20 for my description of the dissolution of the merger between the hospitals of Stanford University and the University of California, San Francisco, School of Medicine. Cited Here...
¶ Lipton, who received his law degree from New York University School of Law, is a founding partner of the New York law firm Wachtell, Lipton, Rosen & Katz. Cited Here...