Epstein Becker Green’s Mergers, Acquisitions & Divestitures lawyers assist clients through every stage of a transaction involving buying, selling, and combining publicly or privately owned businesses—from evaluating objectives at the outset of a potential merger, acquisition, or divestiture, through due diligence, negotiations, closing, and post-closing—always proactively looking for new opportunities, advantages, and potential pitfalls that must be properly managed. Our clients benefit from our diverse and extensive transactional and industry experience, particularly in such highly regulated industries as health care and life sciences and financial services.
We represent all types of participants in mergers, acquisitions, divestitures, spin-offs, joint ventures and strategic alliances, public offerings, strategic partnerships, recapitalizations, reorganizations, and restructurings. These participants include, among others, financial institutions advancing funds for acquisitions or restructurings; brokers, investment bankers, and other M&A intermediaries; companies contemplating strategic acquisitions or divestitures; equity investors seeking a position in private or public companies; insurance companies, pension funds, and other mezzanine lenders; and management groups desiring to acquire a particular company or division. We know our clients’ business goals and work with them to create value at every stage of the deal.
Epstein Becker Green’s Mergers, Acquisitions & Divestitures lawyers:
- Structure, negotiate, draft, and implement various complex business transactions
- Identify and evaluate the tax impacts of the transaction
- Analyze federal and state statutes affecting transaction options and structure in various areas
- Evaluate the impacts of corporate organizational and other governance documents on transaction options and structure
- Identify and address significant commercial or credit obligations
- Advise governing boards and senior management with respect to transaction options and structure
- Coordinate and execute due diligence reviews
- Analyze and negotiate the pension, welfare, and executive compensation aspects of the transaction
- Correct any benefit plan-related problems or liabilities resulting from the transaction, and prepare new or revised compensation and benefit agreements, plans, and arrangements for the post-acquisition company and its employees, executives, and directors
As one of the country’s premier law firms in the health law field, Epstein Becker Green is regularly asked by health care companies to provide transaction support and counsel with respect to:
- Acquisitions, mergers, and divestitures of a wide variety of regulated and non-regulated health care companies, joint ventures, and affiliations (including nonprofit/for-profit health care entity affiliations)
- Conversions of nonprofit health care entities to for-profit health care entities
- Creation of licensed health care entities and management services organizations
- Commercial lending transactions involving health care entities (including advice concerning securitization issues and venture capital transactions)
- Private placements and public offerings of securities
- Acquisitions of health care businesses and assets in bankruptcy
Our experience also includes hospitals and health systems mergers, acquisitions, joint venture networks, and other collaborative efforts; health plan and clinic acquisitions; and network activities for several of the nation’s largest insurers, physician practice management companies, and managed care companies, as well as home health care providers, medical device manufacturers, health care information technology companies, and others. And our lawyers often work alongside regular corporate counsel to provide specific health care advice when a client is considering or is engaged in a transaction that may involve or require the examination of health care issues.
Since complex transactional work requires an examination of many issues, our Mergers, Acquisitions & Divestitures lawyers leverage the firm’s breath of experience across a variety of disciplines—such as antitrust, capital markets, corporate governance, environmental, intellectual property, government contracts, labor and employment, physician self-referral, real estate, reimbursement (including Medicare and Medicaid fraud and abuse), and state regulation and licensure, among others—to provide end-to-end transaction support in a cost-effective manner. When needed, the firm also supplies dispute resolution and litigation services.
- Represented Apax Partners LLP, a private equity firm, as health care regulatory counsel in an acquisition of Kinetic Concepts Inc.; the deal was valued at more than $5 billion
- Assisted Dainippon Sumitomo Pharma Co., Ltd., in conducting health regulatory due diligence and negotiating a purchase agreement to be used in connection with the client's acquisition of Sepracor, a publicly traded international pharmaceutical manufacturer; the purchase was valued at approximately $2.6 billion
- Served as counsel in a divestiture transaction for Intergis, LLC, a fleet management consulting and GPS tracking provider that sold substantially all of its assets to Telogis, Inc., a Delaware corporation located in Alisa Viejo, California; the purchase price remains confidential
- Assisted client Reed Elsevier in acquiring for its Variety Group (consisting of Daily Variety, Daily Variety Gotham, Weekly Variety , and Variety.com) the entertainment research and data-tracking firm TVTracker; the purchase price was not disclosed
- Closed the sale of client Moses Taylor Health Care System, a hospital system based in Scranton, Pennsylvania, to Community Health Systems, Inc. ("CHS"), one of the nation's largest for-profit hospital systems; CHS agreed to pay the sale price of $152 million and commit to, among other things, invest at least $60 million in Moses Taylor's operations
- Represented Apria Healthcare, Inc., a home medical equipment supplier, in a $26 million acquisition the assets of Praxair Inc., a home medical equipment supplier and medical/industrial gas company
- Represented eHealth Partners, LLC, in its acquisition of certain technology/IP and other assets from a fast-growing health care information technology services company in California focused on serving payers nationwide; the purchase price was not disclosed
- Closed the sale of clients Dominion Dental USA, Inc., and its subsidiaries, which operate dental managed care companies, to a leading health insurer in Central Pennsylvania and the Lehigh Valley; the transaction was valued at $10 million
- Assisted client Radius Ventures, Inc., in finalizing a $3 million investment in preferred stock and warrants in Management Health Solutions, Inc.
- Acted as transaction counsel in the successful closing of the affiliation of Howard Regional Health System, a county hospital system based in Kokomo, Indiana, with client Community Health Network, Inc., one of Indiana's largest health care systems