Case Studies

Providing Key Regulatory Advice During the Sale of Veterinary Hospitals

Epstein Becker Green’s client Quad-C Management, Inc. (“Quad-C”), a leading middle-market private equity fund, and JAB Holding, the investment arm of the Reimann family, signed a definitive agreement under which Quad-C sold its stake in Compassion-First Pet Hospitals (“Compassion-First”), a family of well-known and respected specialty, emergency, and general practice veterinary hospitals across the United States, to JAB, based on a total enterprise valuation of $1.215 billion. The deal closed on April 1, 2019.  Epstein Becker Green has been instrumental in Compassion-First’s growth and provided key regulatory advice during Quad-C’s exit.

Epstein Becker Green has represented Quad-C and Compassion-First since Quad-C first acquired the multiple veterinary practices that would become known as “VSNA” (now Compassion-First) approximately five years ago. We provided regulatory advice on the structuring of the new, combined entity for the existing practices and supplied health regulatory support (including diligence and entity structuring advice) on a continuous basis as Compassion-First grew over multiple acquisitions.

This agreement is a clear win for Quad-C, and a deal that highlights what a long-term strategic partnership with Epstein Becker Green can look like. 

For additional details, please see the Business Wire article.

The Epstein Becker Green team included Mark Lutes, Lenny Lipsky, Josh Freemire, Ali Wolf, Paulina Grabczak, Clay Lee, and Elizabeth Scarola.

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 Closes Sale of PPO to Integrated Benefits Solutions Company

Epstein Becker Green advised Virginia Health Network, Inc. (“VHN”), a wholesale model preferred provider organization (“PPO”) owned by a consortium of hospitals in the Richmond and Hampton Roads areas of Virginia, in connection with the sale of all the stock of VHN to MedCost, LLC (“MedCost”), an integrated benefits solutions company operating in North Carolina, South Carolina, and Virginia. MedCost offers customized programs to help employers lower their health plan costs and provide affordable benefits for their employees. The transaction closed on May 31, 2017.

The Epstein Becker Green team included Lee Calligaro and Leonard Lipsky.

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 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.