Health Care Transactions

Our health care attorneys assist public and private hospitals, health systems, long-term care providers, skilled nursing facilities, ambulatory surgery centers, medical practices, federally qualified health centers, health information exchanges, trade associations, and other types of health care providers in navigating the important details of a wide range of business arrangements and transactions to ensure their goals are met. Whether engaging in a single transaction or a long-term strategic plan with many related transactions, our firm helps our clients position themselves to effectively and efficiently get to the right transaction result.

Our transaction experience includes, but is not limited to:

• Sales and acquisitions
• Joint ventures, including physician joint ventures, as well as a range of service line joint ventures among for-profit and nonprofit partners
• Mergers or similar combination arrangements
• Transactions with, or conversions of, public hospitals
• Practice acquisitions and divestitures
• Sales and purchases of assets
• Transactions involving venture capital and private equity parties
• Membership substitution transactions and other forms of affiliation, including majority and minority membership interest affiliations
• Corporate and/or governance structure, organization and reorganization
• Partnerships, contractual joint ventures, alliances, and networks with varying formalities of structure
• Antitrust issues related to all of the above

Our approach to the due diligence side of the transactional experience is rooted in our deep industry knowledge and our familiarity with what our clients need and expect from the diligence process. As a result, the due diligence process is always customized to the client and the transaction. From our experience, that process often includes many if not all of the following elements:

• Assessment of the client’s priorities and particular areas of interest or concern
• Identification of issues commonly encountered given the parties and transaction structure
• Use of a data room and, for particularly sensitive information, a “clean room”
• Use of shared file access between the firm and the client’s designated personnel for easier access to documents and drafting, subject to IT security wall considerations
• Customized sharing of responsibility for review of diligence information among firm and client
• Checklists of licenses, permits, notices and approvals typical for the transaction and development of processes for timely providing required notices and requests for approval
• Provider enrollment processes
• Familiarity with the requirements and processes of programs specifically applicable to public hospitals, such as OPERS and paid time off
• Working with appropriate representatives of the client to assist with Medicare, Medicaid, managed care, and other payor processes
• Assistance with the review of payor agreement terms and negotiation of contractual amendments with payors
• Guidance and recommendations for post-closing actions, monitoring and opportunities