Reducing the Cost of Hospital Care
At a time of continued employer, insurance, and governmental market evolution and uncertainty, health systems face myriad challenges, as well as opportunities. Many are finding that a larger scale is required in order to meet the access, affordability, and quality needs of a growing consumer population, as well as the investment required to support those needs.
Epstein Becker Green has been using its deep understanding of the rapidly changing health care industry to assist clients as they navigate those crucial challenges and opportunities. For example, the firm recently provided structuring and governance advice, assisted with a due diligence review, and supplied antitrust analysis and tax support in a transaction involving the combination of two hospital systems. Epstein Becker Green was also integrally involved in drafting the principal transaction documents and in helping the clients satisfy key regulatory requirements.
As a result of this combination, the parties are taking advantage of their strengths and proven track record in clinical integration and population health to reduce health care costs while delivering high-quality and high-value care to the residents they serve.
Facilitating Health Care Investments
During the past decade, private equity firms have been heavily investing in the health care industry. Deal opportunities in health care continue to abound, and they’re driving investor interest and fierce competition.
With its robust health care M&A practice, Epstein Becker Green has extensive experience with health care mergers and acquisitions and other complex business transactions. We advise on dozens of health care deals every year, including working with venture capital and private equity funds on health-related targets.
To date, Epstein Becker Green has worked with more than 100 private equity clients on their health care investments. A few of the 2017 transactions handled by Epstein Becker Green in this space include the following:
- We provided health regulatory due diligence advice and counsel to our client, a provider of technology-driven solutions across the health care delivery system, in its acquisition of a vendor of business process outsourcing services for government-financed health plans. The combination of capabilities resulting from this acquisition will significantly enhance our client’s business process platforms.
- We gave health regulatory due diligence advice and counsel to our client, an integrated Medicare Advantage health plan and health care delivery network, in its sale to a major health benefits company.
- We represented our client, a medical benefits management company that seeks to contain health care costs and identify opportunities to improve the quality of care, in its sale to a major pharmacy benefits manager. This deal would help the combined company manage medical spending while delivering quality outcomes.
- We provided health regulatory due diligence advice and counsel to a global investment firm in connection with the merger of two large pediatric-focused home health care providers. The merged company, which will be an even larger provider of pediatric home health care services, will be part owned by our client.
- We provided advice regarding a global investment firm’s financial support of a publicly traded chain of outpatient surgery centers during the acquisition of one of the chain’s smaller competitors.
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.
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 Serves as Health Care Regulatory Counsel in Acquisition of Capella Healthcare
Epstein Becker Green ("EBG") participated as health care regulatory counsel in the $900 million acquisition of Capella Healthcare Inc. (“Capella”), a private equity-owned operator of acute care facilities and one of the largest for-profit hospital companies in the United States. The purchaser was Medical Properties Trust Inc. (“MPT”), an Alabama-based real estate investment trust that acquires and develops net-leased health care facilities. The $900 million acquisition price breaks down as $600 million for Capella’s real estate and approximately $300 million for Capella’s operating entities, which will be jointly owned by MPT and Capella’s management. EBG attorneys provided health care regulatory advice and due diligence to Capella on the transaction, which is expected to close during the second half of 2015.
As a result of the Capella acquisition, MPT will obtain seven acute care hospitals in five states. In total, MPT will have 183 properties in 30 states, with acute care facilities making up a majority of its portfolio.
The EBG team included Mark E. Lutes, Joshua J. Freemire, Richard H. Hughes IV, and Evan J. Nagler.
Epstein Becker Green Successfully Represents Silver Point Capital in Acquisition of Specialty Hospitals of Washington Out of Bankruptcy
On December 18, 2014, Silver Point Capital through its wholly-owned subsidiary, DCA Acquisitions, LLC, acquired two skilled nursing facilities and two long-term acute care facilities. Epstein Becker Green represented Silver Point Capital in health regulatory aspects of the transaction.
The Epstein Becker Green team was led by Clifford E. Barnes, Lynn Shapiro Snyder, and David B. Tatge and included Daniel C. Fundakowski, David E. Matyas, Lesley Yeung, and Amy Lerman.
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.
Epstein Becker Green Successfully Represents Sibley Memorial Hospital in Acquisition of Certificate of Need for Three Proton Therapy Stations
On April 30, 2014 (and May 31, 2013), the State Health Planning and Development Agency for the District of Columbia approved two adult and one pediatric proton stations, respectively. Epstein Becker Green represented Sibley in a hotly contested regulatory process.
The Epstein Becker Green team was led by Clifford E. Barnes and included Jonah Retzinger and Marshall E. Jackson.