A Practical Guide to Planning and Executing a Hospital Transaction, in AHLA’s In-House Counselor

Katherine Lofft, a Member of the Firm in the Corporate Services and Health Care and Life Sciences practices, in the Washington, DC, office, and Colin McCulloch, an Associate in the Health Care and Life Sciences practice, in the Washington, DC, office, co-wrote an article titled "A Practical Guide to Planning and Executing a Hospital Transaction."

Following is an excerpt:

The sale, merger, acquisition, or other disposition or any change of control of a public or private hospital raises a number of legal and regulatory, as well as financial, operational, administrative, and other issues. The failure to identify and proactively manage these issues can help derail or needlessly complicate an already-complex deal. Below, we share our experience with the most-common failures of transaction planning and execution in the form of a "top ten" list, together with our recommendations to address each of them. ?...

1. Not Having a Game Plan ("Ready, Go, Set").

We have seen transactions fail because the seller identified a "deal-breaker" late in the process, or the buyer realized the "opportunistic" transaction it was pursuing didn't have a place in its strategy. A hospital transaction is time and resource intensive, for both the buyer and seller. We recommend identifying your objectives, timing, and deal breakers early. Try also to anticipate the other side's own objectives, timing, and options. This allows all parties to be in a position to communicate their positions, needs, and desires clearly, which may help avoid a later catastrophe.