Investors seeking to acquire or invest in businesses in the health care and life sciences sector must accurately assess the compliance risk of the target company as well as the health regulatory trends that are relevant. Few law firms have the health regulatory attorneys and consultants who are equipped for this complex and nuanced task. Many investors and their deal counsel turn to Epstein Becker Green for this assistance. We provide health regulatory and compliance counseling in advance of and throughout the life cycle of an acquisition or investment.
Epstein Becker Green is the “go to” firm for private equity funds and other investor entities of all types and sizes because the firm has approximately 125 attorneys devoted to health law. Our attorneys also have significant experiences in the various subsectors within the health care and life sciences industry. Clients rely on our extensive knowledge of health care laws and regulations, our in-depth research on market opportunities and industry trends, and our ability to efficiently analyze the regulatory exposure of target companies and recommend ways to alleviate it.
Regulatory/Compliance Due Diligence
Our clients are sophisticated investors who understand the special risks involved in health care-related transactions. They count on us to perform timely and comprehensive state and federal health regulatory and compliance due diligence reviews to help them identify and assess risks and regulatory obligations and trends stemming from a proposed transaction.
Our lawyers partner with potential investors or a client’s corporate counsel to evaluate the health regulatory and compliance profile of a health care or life sciences transaction target. We also address health regulatory and compliance exposures in the transaction agreements and conduct compliance audits. Because we have performed hundreds of due diligence reviews, we can instantly spot red flags—possible exposure to laws addressing fraud and abuse, privacy and security, fee splitting, reimbursement, and other regulatory issues, as well as any changes in the regulatory landscape that could impede the growth of the target company or eat into the client’s bottom line. We communicate the results of our regulatory due diligence review to our clients, and our findings help them identify specific conditions to closing, determine the appropriate pricing and deal structure, and plan for post-closing. We also are experienced with change of ownership obligations.
Moving the Deal Forward
Beyond performing due diligence, our lawyers can also help structure and draft the health care-related elements of the transaction documents. We understand the intricate relationships among players in the health care and life sciences spaces and the threats those relationships present to a smooth transaction. We often help clients secure financing and obtain representation and warranty insurance. Post-closing, we frequently provide regulatory counsel to portfolio companies, advising them on compliance strategies going forward.
A Multidisciplinary Approach
The firm’s multidisciplinary talent across the entire spectrum of health care informs our approach at every deal stage. In addition to our large number of industry-savvy lawyers, we draw freely on consultants from our affiliate EBG Advisors, Inc.—including clinicians, coding experts, technicians, and compliance and regulatory experts. This formidable lineup helps us translate complex regulatory and compliance concepts into the practical business advice that health care investors need.
- Advised three private equity firms in the leveraged buyout of HCA.
- Served as regulatory counsel to Apax Partners LP in the $6.3 billion acquisition of KCI, a life sciences wound management company (now Acelity).
- Represented a multibillion-dollar investment adviser as health regulatory counsel in the $4.4 billion acquisition of one of the nation’s largest PPO network contractors that manages the claims process for big health insurers with a network of more than 900,000 health care providers.
- Assisted a leading U.S. private equity firm in the $2.5 billion acquisition of a U.S. medical transportation company that serves 48 states.
- Advised Summit Partners on the $1.4 billion acquisition of the largest health maintenance organization in Puerto Rico. We handled the complex state and federal regulatory schemes, approvals in multiple jurisdictions, and compensation from the feds and state to the health plan and from the health plan to the provider network.
- Advised Apax Partners LP on regulatory matters in all phases of the acquisition, growth, and successful $1 billion sale of a generic drug company.
- Provided health regulatory counsel to a private equity firm in the approximate $1 billion acquisition of a dental management organization.
- Served as health regulatory counsel to a private equity firm in the approximate $1 billion acquisition of a national eye-care chain.
- Managed regulatory support to Altaris Capital Partners, LLC, in the carve-out of Kindeva, a global drug delivery business, from 3M for $650 million.
- Advised a private equity investor in its acquisition of three leading home care organizations, creating one of the largest home-based care services in the United States, having over $1 billion in annual revenue. We also provide ongoing counsel to the company and its board of directors.
- Represented a private equity investor in its acquisition of an ambulatory surgery center development group and concurrent affiliation with a national health system.
- Provided health regulatory counsel to a private equity firm in a series of roll-up acquisitions in the medical staffing space.
- 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.
- Represented a private equity firm in its first investment in the health care sector, advising on due diligence issues, contracts with clients, and all regulatory issues related to its investment in a digital pharmacy.