Epstein Becker Green Negotiates Divestiture of Fleet Management and GPS Tracking Provider to Industry Competitor
On February 8, 2011, Epstein Becker Green's Corporate Services Group served as counsel in a divestiture transaction for Intergis, LLC. The fleet management consulting and GPS tracking provider sold substantially all of its assets to Telogis, Inc., a Delaware corporation located in Alisa Viejo, CA. The purchase price remains confidential.
This deal was challenging due to the complexity of the technologies and contractual relationships involved. Intergis provided GPS tracking services and fleet management and routing management services to a wide variety of companies, relying on vehicle fleets for the execution of their business objectives. A Delaware limited liability corporation and portfolio company of Columbus Nova, Intergis relied on contractual relationships with wireless subcontractors (KORE Telematics), as well as wireless service companies (AT&T), to provide wireless GPS service to its end users. Thus, the negotiation with third parties played a significant role in finalizing the terms of this transaction. Telogis has been a parallel competitor of Intergis, providing similar services to a different market segment, and their union of business efforts is expected to create significant synergies in the GPS tracking marketplace.
The Epstein Becker Green team was supervised by Robert D. Reif, with negotiations led by Lisa J. Matyas, who was assisted by Gretchen Harders and Paul C. Burkholder.
Epstein Becker Green Obtains Dismissal of ERISA Action Against Health Care Benefits Companies
On March 13, 2012, Epstein Becker Green obtained the dismissal of an action brought by a chiropractic practice group against Aetna Inc. and certain subsidiaries alleging that the defendants breached fiduciary duties imposed by ERISA and tortiously interfered with the practice's patients by not paying for chiropractic treatment they claimed was covered by their patients' employee health benefit plans. Chief Judge Carol Amon of the U.S. District Court in Brooklyn held that although pleaded as such, the breach of fiduciary duty claims were in actuality claims for benefits, and that such claims could be brought only against the benefit plans themselves or the named plan administrator. Since none of the defendants was a plan administrator, but merely rendered "third-party administrator" or claims processing services, they could not be sued under ERISA.
The court also held that if any of the defendants owed any fiduciary duties arising under ERISA, such duties ran to the plans themselves, and plan participants, such as plaintiffs' patients, could not assert such fiduciary breach claims in order to recover any money to cover their own medical expenses.
Lastly, the court held that the plaintiffs' state law claim for interference with the practice's business necessarily included analyzing the patients' claims for benefits, which in turn would involve interpretation of the terms of the benefit plans, and as a result would require examination of rights and obligations created by ERISA. Accordingly, the court held that ERISA preempted the state law claim and the claim was dismissed.
The EBG team representing the defendants was New York Litigation attorneys Kenneth J. Kelly and Diana C. Gomprecht. Staten Island Chiropractic Assoc., PLLC v. Aetna, Inc., 09-CV-2776(CBA) (E.D.N.Y. 3/12/12).
Epstein Becker Green Closes $152 Million Sale of Health Care System
Epstein Becker Green attorneys successfully closed the sale of client Moses Taylor Health Care System, a hospital system based in Scranton, Pennsylvania, to Community Health Systems, Inc., one of the nation's largest for-profit hospital systems. The sale became effective on January 1, 2012. 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.
Epstein Becker Green acted as transaction, regulatory, and antitrust counsel.
The Epstein Becker Green team was led by Doug Hastings and Dale C. Van Demark and included George B. Breen; Michelle Capezza; Jason B. Caron; Tanya Vanderbilt Cramer; Ross K. Friedberg; J. Andrew Lemons; Stephanie G. Lerman; Katherine R. Lofft; Julia E. Loyd; Kara M. Maciel; David E. Matyas; Colin G. McCulloch; Jonah D. Retzinger; Tamar R. Rosenberg; Joel C. Rush; Jordan B. Schwartz; Patricia M. Wagner; Dawn R. Helak; and Alan B. Wynne.
Epstein Becker Green Advises Physician Group on Affiliation with Pediatric Medical Center
Epstein Becker Green (EBG) represented Children’s & Women’s Physicians of Westchester, LLP (“CWPW”), a group of 276 physicians across 57 locations serving families throughout the New York metropolitan area, the Hudson Valley, Connecticut, and New Jersey, in a transaction that made CWPW the newest member of Boston Children’s Hospital integrated network. CWPW will continue providing care to its patients and families. In addition, CWPW’s physicians will remain on the faculty of New York Medical College, continue to staff 10 area neonatal intensive care units, and maintain their current affiliations across the region.
Since April 2014, EBG attorneys have been advising CWPW on the corporate transactional, health regulatory, tax, employment law, and employee benefits aspects of the transaction.
The EBG team included Jeffrey H. Becker, Wendy G. Marcari, and Benjamin M. Zegarelli, as well as Steven A. Ruskin and Christopher M. Locke. Also providing invaluable advice were James P. Flynn, Patricia M. Wagner, Gretchen Harders, Susan Gross Sholinsky, Jeffrey M. Landes, David E. Weiss, Emily E. Bajcsi, Arthur J. Fried, Katherine R. Lofft, Carrie Valiant, and Jason E. Christ.
Assisting in Launch of Mental Health App
Epstein Becker Green assisted iExhale in the launch of an application to promote mental health and happiness. The app allows users to speak with a board-certified therapist instantly via in-app messaging or by phone. Additionally, users have access to a social network to create a greater support system. iExhale has developed partnerships with after-school programs and youth centers in order to deliver mental health services to teenagers who may have restricted access to such services. The app launched on June 6, 2016.
EBG Advisors will continue to assist iExhale in the app’s security management.
The Epstein Becker Green team included Adam C. Solander, Robert J. Hudock, Kevin J. Ryan, Amy F. Lerman, and Daniel G. Gottlieb.
Epstein Becker Green Represents Health Insurer in Sale of Its Nonmedical Home Care and Private Duty Services Subsidiary
Epstein Becker Green represented Fallon Health in connection with the sale of its subsidiary, Home Staff, to Associated Home Care, an affiliate of Amedisys, for an undisclosed amount. Home Staff provides nonmedical home care and private duty services through home health aides who do not hold professional licenses. Amedisys, one of the nation’s leading home health care and hospice companies, is looking to the Home Staff acquisition to enhance Amedisys’s presence and staffing capabilities in the Massachusetts area.
Epstein Becker Green advised Fallon Health over a fairly lengthy period—stretching from the auction process to closing—on a wide ranges of issues, including the definitive purchase agreement, governance matters, and the execution of the closing itself.
The Epstein Becker Green transaction team consisted of Mark Mosby, Kathy Lofft, Carly Hoinacki, John Barry, Lindsay Borgeson, Michelle Capezza, Jeff Kramer, Cassandra Labbees, Marc Mandelman, Conor Murphy, Steve Ruskin, Susan Gross Sholinsky, Trish Wagner, Pat Wheeler, and Ali Wolf. The Epstein Becker Green investigation team consisted of George Breen, Stuart Gerson, Jon Hoerner, Tom Hutchinson, and Theresa Thompson.
Epstein Becker Green Represents Perfusion, IONM, and Surgical Services Provider in Acquisition of Perfusion Services Company
Epstein Becker Green represented SpecialtyCare, a leading provider of outsourced perfusion, intraoperative neuromonitoring (IONM), and surgical services, in its acquisition of Trident Health, a highly regarded perfusion services company, for a cash purchase price in excess of $5 million. SpecialtyCare announced that, as a result of the acquisition, its perfusion division “now supports over 120,000 annual open heart and perfusion-related procedures for 850 surgeons at more than 350 hospitals, extending the company’s market leading position as the largest and most comprehensive provider of cardiovascular perfusion and perfusion-related services” in the United States.
Epstein Becker Green assisted SpecialtyCare on a range of matters relating to the transaction, including SpecialtyCare’s legal diligence review encompassing corporate organizational matters, non-customer-related contracts (including leases), employment and employee benefit matters, privacy and security related matters, and tax matters. Epstein Becker Green also assisted in negotiating the definitive agreement and other ancillary agreements relating to the transaction.
The Epstein Becker Green team consisted of Kathy Lofft, Carly Hoinacki, David Matyas, Michelle Capezza, Brandon Ge, Jeff Kramer, Cassandra Labbees, Sharon Lippett, Lenny Lipsky, Nancy Moore, Elena Quattrone, Adam Solander, Theresa Thompson, and Pat Wheeler.