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.
Epstein Becker Green Successfully Represents Doctors Community Healthcare Corporation in Acquisition of Greater Southeast Medical Center
On December 30, 1999, Doctors Community Healthcare Corporation acquired Greater Southeast Medical Center out of bankruptcy. Epstein Becker Green represented the acquirer, Doctors Community Healthcare Corporation, in all aspects of the transaction.
The Epstein Becker Green team was led Clifford E. Barnes and David B. Tatge and included a team of more than ten associates.
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 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 Helps Finalize Key Step in Historic Merger of New Jersey Hospital Systems
Epstein Becker Green, as lead counsel, advised Barnabas Health, a seven-hospital system based in West Orange, New Jersey, on the health regulatory, organizational design, and corporate transactional aspects of a merger with Robert Wood Johnson, a New Brunswick, New Jersey-based system with four hospitals. In July 2015, these two leading health systems signed the definitive agreement that outlines the merger between Barnabas Health and Robert Wood Johnson. Once complete, the transaction will create New Jersey’s largest health care system—and one of the largest in the nation—to be known as “RWJ Barnabas Health.” This combination would create a system with combined annual operating revenue of $4.5 billion and 30,000 employees. The merger is expected to be completed in 2016.
The Epstein Becker Green team advising Barnabas Health includes John F. Gleason, Katherine R. Lofft, Leonard Lipsky, Patricia M. Wagner, Eileen D. Millett, Colin G. McCulloch, Amy F. Lerman, Serra J. Schlanger, Benjamin M. Zegarelli, Lindsay Borgeson, Shilpa Prem, and August Emil Huelle.
Advising Health System on Forming First-of-Its-Kind Direct-to-Employer Health Care Network and Alliance in California
Epstein Becker Green provided health care transactional and regulatory advice to MemorialCare Health System (“MemorialCare”) pertaining to structuring and developing a five-year arrangement involving a direct contract to provide medical care to Southern California employees of The Boeing Company (“Boeing”) and their families (approximately 37,000 people). The arrangement has been described as the first such customized health plan option in California between a large employer and a health care provider.
The network with MemorialCare for Boeing’s employees includes 2,400 primary care doctors and specialists, nine hospitals, and 71 community-based ambulatory surgery, medical imaging, urgent care, and dialysis centers, among others. The hospitals involved include MemorialCare’s five hospitals that span parts of Los Angeles and Orange Counties in addition to hospitals, physicians, and other facilities through MemorialCare’s related network contracts with UC Irvine Medical Center, Torrance Memorial Medical Center, PIH Health Hospital-Whittier, PIH Health Hospital-Downey, and PIH Health Physicians.
The arrangement is designed to improve health, enhance patient experience, and make health care more affordable for Boeing and those employees who choose it. Also, the arrangement allows MemorialCare direct access to clinical data to better customize and coordinate employees’ health needs.
The Epstein Becker Green team included Leonard Lipsky and Patricia M. Wagner.
Epstein Becker Green Advises on First-Ever Affiliation Between Hospital Systems in Philadelphia and New Jersey
Epstein Becker Green advised Kennedy Health System, an integrated health care delivery system serving the residents of Camden, Burlington, and Gloucester counties in southern New Jersey, in connection with an affiliation transaction with Thomas Jefferson University (branded as “Jefferson Health”), a regional health system that recently also acquired Abington Health System, Aria Health, and Philadelphia University. This partnership builds on Jefferson Health’s innovative “hub and hub” model, whereby Kennedy Health will serve as the southern New Jersey hub of Jefferson Health. The affiliation, which took almost two years to complete, will bring enhanced clinical services to South Jersey residents, who will not only be able to receive care from the same trusted physicians, nurses, and staff, but also have access to advanced clinical services and promising clinical trials available at Jefferson Health.
This affiliation marks the first time that a Philadelphia and New Jersey hospital system joined together. Officials said that they hope the affiliation will bring better, more convenient health care services to patients in both areas.
The Epstein Becker Green team included Anjana Patel, Gary Herschman, Laurajane Kastner, Patricia Wagner, Victoria Sheridan, Diana Fratto, James Flynn, Sheila Woolson, and Andrew Kaplan.
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.
Providing General Counsel Services to a Health System That Lacks In-House Counsel
A company’s in-house legal department faces numerous challenges, including often being overtaxed or stretched to capacity on numerous projects or obstacles, facing complex regulatory requirements and environments that may be beyond their level of experience/expertise, and having to adapt to new terrain while still fulfilling its daily responsibilities. Epstein Becker Green’s team of attorneys—utilizing real-world experience serving as General Counsel, or in senior legal and operational positions, at Fortune 500 companies, health care systems, health insurers, pharmaceutical companies, and global financial companies, among others—provides outside general counsel services to supplement the capacity of an in-house legal department and serves as General Counsel to businesses without in-house counsel capabilities. Often, health care providers find it more efficient to engage outside counsel for all of its legal services.
For example, Member of the Firm Arthur J. Fried, who, before joining Epstein Becker Green, served as General Counsel and Senior Vice President at a teaching hospital and as General Counsel at several government agencies, essentially plays the General Counsel role for a health system that serves hundreds of thousands of residents in a highly diverse community in New York City (“Health System”) that lacks in-house counsel. The Health System’s two campuses are Joint Commission accredited, with residency programs and outpatient practices holding the highest level of certification for a Patient-Centered Medical Home offered by the National Center for Quality Assurance. The Health System also contains a nursing home, a Federally Qualified Health Center, and numerous outpatient clinics. The clinics handle more than one million visits annually, and the Health System operates an Emergency Department that manages nearly 140,000 visits each year. Mr. Fried interacts regularly with, and receives an extensive array of matters from, the members of the Health System’s senior administrative and clinical leadership teams; these matters are assigned to experienced attorneys at the firm, as appropriate. Mr. Fried manages all of the legal work, acts as an advisor/member of various Health System committees, and makes reports to the Board, as appropriate.