Healthcare M&A, Joint Ventures, and Other Transactions

Representative Experience

• Assisted the owner of 65 skilled nursing facilities in eight states with the sale of its facilities and real estate. The complex merger involved licensing, regulatory, change of ownership, and Medicare/Medicaid certification matters.
• Advised a hospital system, orthopedic group and post-acute care company on a joint venture structure for co-development and joint management of an ambulatory surgery center, rehabilitation hospital, skilled nursing facility, and assisted living facility, all to be located on the same campus. We assisted with crafting the structure of the joint venture, preparing the agreements, and obtaining licensure and credentialing.
• Represented a large managed-care business operating in five states in creating a network independent practice association (IPA). We created and negotiated participating provider agreements with physicians that include fee-for-service and risk-sharing arrangements; acquired physician practices and medical groups, including the acquisition of hospitalist practices that support in-patient services for which the client is at risk; and assisted with joint ventures with larger medical groups.
• Counseled a government county health district that owned and leased a hospital in a joint venture between the lessee of the hospital and another hospital.
• Represented a nonprofit health system in its transfer of a clinic to a federally qualified health center (FQHC). The transaction required significant negotiations for covenants requiring the acquiring FQHC to maintain the level and quality of healthcare and dental services provided to the clinic’s culturally diverse clients.
• Advised a healthcare system in its acquisition of a critical care hospital owned by the state hospital district. This transaction raised complex issues involving antitrust implications, unusual state laws, reimbursement regulations, and tax-exempt laws.
• Advised purchaser of a hospital from a national hospital system. We created the purchasing entity (physicians and private investors) and provided counsel throughout the transaction, including transitioning the hospital from a general acute hospital to a specialty hospital. The complex closing required the resolution of a host of securities, regulatory, and real estate issues, along with obtaining HUD approval.
• Represented a medical center in its acquisition of another hospital. Our attorneys handled the transaction and the simultaneous creation of a related physician network and conversion of an existing surgery center into an outpatient provider-based department of the hospital.
• Represented a large multispecialty physician group in the sale of its business to one of the largest publicly traded hospitals in the United States. The transaction, successfully negotiated as a stock purchase, raised complex tax and corporate issues, involved real estate transfers and leases, required licensing agreement assignments, and raised a variety of other regulatory matters.
• Developed a unique model to affiliate a small county hospital with a larger health system without an actual “sale” of the hospital, in a first-of-its-kind hospital lease arrangement in Iowa. Navigated a public election, attorney general approval, and the Iowa pension program approvals to complete the affiliation.
• Successfully negotiated major updates to joint venture arrangement between a neuro service provider and a large health system in Arizona which led to the provider working with the hospital to build and develop a new offering, a neuro services tower.
• Merged three orthopedic practices with very different compensation structures, varied affiliations, and different management approaches into one single large orthopedic practice, the largest in western Missouri and eastern Kansas.
• Represented UpHealth Holdings Inc, an innovative digital health company with a pro forma enterprise value of $1.35B, in its agreement to combine with GigCapital2, a special purpose acquisition company (NYSE:UPH).
• Represented Formula Wellness, a provider of healthcare and wellness services with a network of clinics in the Dallas, TX area, in its sale to Trive Capital.
• Represented Sutter Health, a Northern California-based integrated health delivery system, in the acquisition – arising out of a Chapter 11 bankruptcy proceeding – of five radiation oncology centers from GenesisCare, one of the world’s largest providers of cancer care services.
• Represented Cequel III Family Office in its majority investment in Springfield Urgent Care, a top-tier urgent care provider with a network of six facilities in and around Detroit, MI.
• Represented Evio Pharmacy Solutions, an independent pharmacy solutions company, in the creation of a groundbreaking joint venture, Synergie Medication Collective, LLC, with several independent health plans including Blue Cross and Blue Shield plans, as well as the Iowa pension program approvals to complete the affiliation.