Mastering M&A Contracts: A Playbook for Legacy EHR Data Archiving Success

1 – Build an EHR Data Archiving Team with Application-Specific Knowledge

• Health Information Management (HIM), patient accounting, and administrative personnel who understand the day-to-day data needs and can identify the must-haves for the new applications.
• Representatives from the divesting side who are familiar with the existing applications and data formats that will be transitioned.
• Archive end users such as clinicians, but also HIM, patient accounting, and other administrative personnel who need the data long term.

2 – Set Realistic Transition Expectations

• Learn about the EHR data archiving process and what’s required—particularly identifying the data that must be accessible for clinical care on day one after the M&A. Prepare for changes to workflows throughout the archiving process, making sure to educate users along the way.
• Plan each phase to avoid extensions, including contingencies for problems during migration to the new system or the archive. Mitigate risks of circumstances beyond your control, such as a system failure at either facility or a community-wide power outage.
• Develop separate extension timelines for archiving financial and clinical data. Negotiate a step-down approach during migration, as different systems may become unnecessary, while others need to be archived, backloaded or converted to work down AR.

3 – Create an Application Inventory and Perform Rationalization

Before you can decide the right approach, your organization needs an in-depth understanding of the applications it now has across all merged or acquired facilities. The best strategy to gain this knowledge is to create an application inventory and rationalize your applications. Your inventory could be as simple as a spreadsheet or as sophisticated as an automated tool, as long as you’re able to map out all the applications and the types of data they contain.

For example, Facility A might be running MEDITECH, while Facility B is on Cerner Millennium. Each application may use different database types—SQL in one system, Oracle in another. It’s essential to know what’s out there, whether its discrete healthcare data or non-discrete, structured or unstructured. The inventory not only brings clarity about your tech landscape, but it also helps you establish the right strategy for your needs. This will help you understand which terms and conditions to include—or avoid— within your data transfer agreement to position your organization for post-M&A success.

Application rationalization should be your next step. This process helps you understand the current-state of your tech stack in order to determine what to do with each data asset. Depending on the data type and format you’ll have to look at each data set from multiple perspectives including how it’s being used and the frequency of that usage. Examples of questions to ask during this stage are: What’s the value of this data? Is it still needed for operational purposes, or can it be archived?

For instance, if you determine that a particular application holds mostly outdated data with no ongoing AR, you might decide that this data can be archived in a cost-effective, secure platform. Conversely, data that is still critical to daily operations may need to be migrated or converted into your existing platform.

4 – Craft a Rock-Solid Transitional Service Agreement (TSA)

A TSA is a type of contract that specifies how long both the buyer and seller will continue to use existing applications during the transition. Get this right, and you’ll have a clear, smooth path forward. Get it wrong, and you could face cost overruns, delays, and frustrated teams.
Here’s what to consider when drafting your TSA:

• Plan for Unexpected Delays: Even with the best plans, things can go wrong. Build extra time into the agreement for technical issues, regulatory hurdles, or system outages. This buffer can prevent costly extensions and last-minute chaos.
• Create Flexible Timelines: Different applications may need different timelines. Clinical data might need to be available on Day 1, while administrative records can wait. A flexible TSA allows you to archive or convert applications based on urgency, ensuring the most critical operations transition first.
• Managed Merged Data: Make sure your plan encompasses the scope of resource commitment to transition data, whether converting or archiving. Before the TSA is signed, both buyer and seller need to learn what is involved, including the process, challenges, timelines, and the resources they will need to get the job done right the first time.
• Negotiate EHR Data Archiving Strategies: Decide how to archive old data so that it’s easy to retrieve and use later. Agree on formats and storage solutions that align with your long-term needs to avoid rushed processes and improper EHR data extraction.
• Prioritize Immediate Access: During the transition, certain types of data—like patient records or financial data—must be accessible from Day 1. Setting clear priorities in your TSA ensures the most important data is migrated first and compliance requirements are met.

5 – Execute and Monitor the Transition After Signing the TSA

Once the TSA is signed, it’s time to move from planning to execution. Here’s what to focus on after the agreement is in place:

• Plan for Contingencies: Even after signing, be prepared for unexpected issues during the migration. These could range from technical glitches to external factors like system failures. Ensure your plan includes contingencies to handle these issues without derailing the timeline.
• Manage Separate Timelines: Financial and clinical data might need different treatment during the archiving process. Create and follow separate timelines to manage each type effectively, ensuring no data gets lost or delayed in the transition.
• Maintain Flexibility: As the migration progresses, some applications may become unnecessary while others need to be archived, backloaded, or converted. Adjust your approach as necessary to keep the process smooth and cost-effective.
• Stay Focused on Compliance: Throughout the transition, ensure that compliance remains a top priority. This not only protects your organization but also helps maintain the integrity of the seller’s data, avoiding potential legal and regulatory issues.