Epstein Becker Green Closes $46.5 Million Sale of Genetics Laboratory Client
On August 7, 2015, Epstein Becker Green attorneys, acting as deal counsel to the principals of Reprogenetics, LLC, successfully closed the sale of Reprogenetics’ equity to CooperSurgical, Inc., for approximately $46.5 million. Reprogenetics, headquartered in Livingston, New Jersey, is the largest genetics laboratory specializing in preimplantation genetic screening (PGS) and preimplantation genetic diagnosis (PGD) used during the in-vitro fertilization (IVF) process. CooperSurgical is one of two business units of The Cooper Companies, Inc., a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). This transaction will enable CooperSurgical to strengthen its IVF business.
The Epstein Becker Green team included Purvi B. Maniar, Stephanie G. Lerman, Arthur J. Fried, Steven A. Ruskin, and Benjamin M. Zegarelli.
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.
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 Sibley Memorial Hospital in Affiliation with Johns Hopkins Health System
On November 1, 2010, Sibley Memorial Hospital ("Sibley") became a member subsidiary of the Johns Hopkins Health System ("JHHS"), joining the Johns Hopkins Hospital, Johns Hopkins Bayview Medical Center, Howard County General Hospital, and Suburban Hospital. Epstein Becker Green represented Sibley in the transaction, and represented both JHHS and Sibley with respect to the required certificate of need approval from the District of Columbia.
The Epstein Becker Green team was led by Douglas A. Hastings, and included Dale C. Van Demark, Clifford E. Barnes, Joel C. Rush, Patricia M. Wagner, Jason B. Caron, Julia E. Loyd, Dawn R. Helak, and Ross K. Friedberg. Clifford E. Barnes led the certificate of need regulatory process.
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 Successfully Assists Client in Acquisition of Entertainment Research/Data-Tracking Firm
Epstein Becker Green attorneys successfully assisted client Reed Elsevier in acquiring for its Variety Group (consisting of Daily Variety, Daily Variety Gotham, Weekly Variety, and Variety.com) the entertainment research and data-tracking firm TVTracker. Since 1999, TVTracker has been tracking and analyzing three major divisions of filmed entertainment in the United States — television, feature films, and digital entertainment.
This acquisition will enable the Variety Group, which is the leading source of entertainment news, to provide industry clients with high-value data tools.
The deal closed on June 6, 2011. The purchase price was not disclosed.
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 Closes Affiliation of County Hospital System with Community Health Network
Epstein Becker Green attorneys successfully closed the affiliation of Howard Regional Health System, a county hospital system based in Kokomo, Indiana, with client Community Health Network, Inc., one of Indiana's largest health care systems. The affiliation became effective on July 1, 2012, with Community Howard Regional Health, Inc., becoming the newest member of the CHNw Network of hospitals across central Indiana. Epstein Becker Green acted as transaction counsel.
The Epstein Becker Green team was led by Joel C. Rush and Katherine R. Lofft and included Daniel E. Gospin; Gretchen Harders; Julia E. Loyd; David E. Matyas; Colin G. McCulloch; Tamar R. Rosenberg; Dale C. Van Demark; Patricia M. Wagner; Dawn R. Helak; and Alan B. Wynne.
Epstein Becker Green Assists Client in $5 Billion Acquisition of Medical Therapy Company
A team of Epstein Becker Green attorneys represented Apax Partners LLP ("Apax"), a private-equity firm, as health care regulatory counsel in an acquisition of Kinetic Concepts Inc. ("KCI"). The purchasers included Apax and two Canadian pension funds. The deal, valued at more than $5 billion, closed on November 4, 2011.
The Epstein Becker Green team was led by Mark E. Lutes of the Washington, DC, office, and included Daniel G. Gottlieb, Benjamin S. Martin, Lesley R. Yeung, J. Andrew Lemons, James A. Boiani, Shawn M. Gilman, Amy F. Lerman, Julie E. Loyd, and Adam C. Solander.
Epstein Becker Green Represents Medical System in Asset Purchase of St. Joseph’s Medical Center in Maryland
On November 30, 2012, Epstein Becker Green client University of Maryland Medical System ("UMMS") signed an asset purchase agreement to acquire Saint Joseph's Medical Center ("St. Joseph's"), a 263-bed nonprofit, regional medical center located in Towson, Maryland, from Catholic Health Initiatives ("CHI"). UMMS also committed to capital improvements and programmatic development at St. Joseph's. The transaction took effect on December 1, 2012.
Epstein Becker Green's representation of UMMS in this matter included, among other things:
- providing assistance in due diligence;
- transitioning Saint Joseph's compliance efforts;
- counseling on antitrust matters and helping procure an early termination of the Hart-Scott-Rodino review period; and
- assisting in-house counsel in evaluating and negotiating disclosure schedules and transition matters.
The Epstein Becker Green team representing UMMS included Dale C. Van Demark, Jason B. Caron, Joel C. Rush, Dawn R. Helak, Patricia M. Wagner, Ross K. Friedberg, and Colin G. McCulloch.
Epstein Becker Green Assists Medical Technology Client in $12 Billion Acquisition
Epstein Becker Green (EBG), serving as health regulatory counsel, successfully assisted its client Becton, Dickinson and Company (BD), a medical technology company, in conducting health regulatory due diligence and negotiating the terms of a purchase agreement to be used in connection with the client’s acquisition of CareFusion Corporation, an international medical products manufacturer. The purchase price was valued at $12.2 billion. This deal will substantially expand BD’s geographic reach and catalog of medical devices, enabling BD to become a world leader in medication management and patient safety solutions. BD announced the signing of the purchase agreement on October 5, 2014, and the transaction is expected to close during the first half of 2015.
EBG attorneys Bradley Merrill Thompson and Kim Tyrrell-Knott led a team that conducted the preliminary due diligence on various health regulatory issues, particularly U.S. Food and Drug Administration (FDA) and privacy and security matters. As CareFusion is operating under a consent decree from FDA, an examination of the FDA regulatory issues and assessment of CareFusion’s FDA quality system were key components of the due diligence and critical to the transaction going forward. The EBG team, working alongside transactional counsel, negotiated health regulatory terms and advised on health regulatory issues associated with the value drivers for the deal and post-closing integration plans.
In addition to Mr. Thompson and Ms. Tyrrell-Knott, the EBG team included James A. Boiani, Ali Lakhani, Benjamin M. Zegarelli, Adam C. Solander, Stuart M. Gerson, and Colleen Hittle of EBG Advisors.
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 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 Successfully Represents Children’s National Medical Center in Establishment of Children’s Pediatric Associates, P.C. LLC, and in the Acquisition of Five Pediatric Physician Practices That Became Nucleus of Children’s Pediatric Associates
In February of 1997, Children’s National Medical Center established Children’s Pediatric Associates to house its affiliated community physicians’ initiative. Over a period between February 1998 and July 1999, Children’s Pediatric Associates acquired the following practices: Drs. Smith and Guarinello, P.C.; Drs. Shapiro and Perez, P.A.; Drs. Berkowitz, Feldman, and Burgin, P.A.; Drs. Crawford and Hudson, P.C.; Drs. Feroli, Mella, Pedreira, and Wollschlaeger, P.A.
The Epstein Becker Green team was led by Clifford E. Barnes and included Brian Gradle and Regina MacAdam.
Epstein Becker Green Successfully Represents Children’s National Medical Center, Greater Southeast Community Hospital, Howard University Hospital, Providence Hospital, and Washington Hospital Center in the Establishment, Operation, and Sale of Capital Community Health Plan, a Medicaid Health Maintenance Organization
On September 19, 1995, Children’s National Medical Center, Greater Southeast Community Hospital, Howard University Hospital, Providence Hospital, and Washington Hospital Center established Capital Community Health Plan, Inc., a Medicaid health maintenance organization, and operated it until its sale to AmeriGroup Maryland, Inc., on March 25, 2002.
The Epstein Becker Green team was led by Clifford E. Barnes and included Robert Reif and Brian Gradle.
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 Assists Client in Acquisition of Home Medical Equipment Supplier
Epstein Becker Green attorneys represented Apria Healthcare, Inc., a home medical equipment supplier ("Apria"), in a $26 million transaction to acquire the assets of Praxair Inc., a home medical equipment supplier and medical/industrial gas company. The deal closed on March 7, 2011. The success of the acquisition resulted in expanding Apria's national presence in the home health care industry.
The Epstein Becker Green team representing Apria included members of the Health Care and Life Sciences, Corporate Services, and Labor and Employment practices.
Epstein Becker Green Successfully Assists Client in $2.6 Billion Acquisition
Epstein Becker Green attorneys successfully assisted their client, Dainippon Sumitomo Pharma Co., Ltd., in conducting health regulatory due diligence and negotiating a purchase agreement to be used in connection with the client's acquisition of Sepracor, a publicly-traded international pharmaceutical manufacturer. The purchase was valued at approximately $2.6 billion. This deal enables Dainippon, a Japanese pharmaceutical manufacturer, to expand its products into the U.S. market. The deal closed on October 14, 2009.
The EBG team included Amy Dow in the Chicago office and Constance A. Wilkinson in the Washington, DC, office.
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.
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 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.
Expanding a Cancer Network’s Reach
With the increase in more integrated health systems through consolidation and alignment, Epstein Becker Green’s experience in this space has been valuable to a number of clients entering these types of agreements. For example, the firm has recently advised one of the world’s most respected cancer centers on several affiliation agreements with nonprofit health care systems. These affiliations involve establishing comprehensive and clinically integrated cancer care programs that provide adult cancer patients served by these nonprofit health care systems with increased access to the most advanced oncology care available.