Health Care Mergers and Acquisitions

Overview

Successfully buying, selling, and combining health care businesses is a legally complex, nuanced, and high-stakes process.

Clients involved in health care transactions need a trusted legal and business partner—a law firm that not only knows their business and the intricacies of their particular health care sector but also blends a detailed understanding of all of the technical and legal aspects of the deal, along with finding creative resolutions to major issues (to make deals happen), and a keen insight into the market forces at play in the health care industry.

Epstein Becker Green is that trusted partner. Our health care mergers and acquisitions attorneys immerse themselves within our clients’ operations to fully understand our clients' vulnerabilities, opportunities, and goals, creating value at every stage of the deal, whether on the buy or sell side, and being proactive to get deals done.

Health Care Is in Our Genes

As the vast health care space continues to expand and consolidate, companies across the entire health care continuum—particularly physician groups, hospital systems, nursing homes, home health agencies, ambulatory surgery centers, imaging centers, behavioral health providers, laboratories, telehealth providers, health care tech and device companies, pharmacies, clinical research organizations, and many other health care providers and businesses—turn to Epstein Becker Green to strategically position themselves for long-term success. As one of the country’s premier law firms in the health law field, with approximately 150 health care attorneys, we know the health care industry inside and out. We are regularly asked to provide transactional and regulatory support and counsel with respect to:

Regulatory Due Diligence of Health Care Transactions

Buyers count on our M&A lawyers to thoroughly examine a target’s compliance posture and to assure them that regulatory issues—around billing and coding, health privacy and data security, false claims, fraud and abuse, licensing and accreditation, and various other types of potential regulatory exposure—will not impede the deal. Our extensive experience on the buy side of health care transactions provides valuable insights to enhance the benefit of our involvement on the sell side. Before a health care client goes to market, we evaluate compliance issues that are likely to arise in the buyer’s due diligence and proactively advise sellers on implementing changes that will facilitate maximum value in a smooth transaction process.

End-to-End Support in Health Care Transactions

Our in-house capabilities cover a variety of disciplines that commonly arise within the context of health care mergers, acquisitions, consolidations, and other transactions beyond the health regulatory issues described above—such as antitrust, tax structuring, financings, corporate governance, intellectual property, government contracts, IT contracts, labor and employment, employee benefit plans, real estate, and environmental—to provide end-to-end transactional support in a cost-effective and efficient manner.

Comprehensive Services for Hospitals, Physicians, and Other Stakeholders

Our full suite of services includes:

Providing input on strategic plans/initiatives to grow various business relationships, including creative “outside the box” options
Providing guidance on antitrust issues and whether Hart-Scott-Rodino filings are required
Advising on a tax-efficient transaction’s structure and related tax impacts
Analyzing federal and state statutes affecting transaction options and structure in various areas
Evaluating the impacts of corporate organizational and other governance documents on transaction options and structure
Identifying and addressing significant commercial or financing obligations
Advising governing boards and senior management with respect to transaction options and structure
Coordinating and executing due diligence reviews, and preparing important “disclosure schedules” to protect sellers
Reviewing/drafting and negotiating transaction documentation
Compiling, or assisting our clients with compiling, the necessary documentation for obtaining any federal (e.g., Medicare) and state (e.g., department of health) regulatory approvals
Analyzing and negotiating the pension, welfare, and executive compensation aspects of the transaction
Correcting any benefit plan-related problems or liabilities resulting from the transaction, and preparing new or revised compensation and benefit agreements, plans, and arrangements for the post-acquisition company and its employees, executives, and directors
Obtaining required contractual consents, including for lease and vendor agreement assignments, as well as payoffs of debts and financing arrangements
Assisting with post-closing integration

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Experience

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Advised the sponsors in the merger of Great Lakes Caring, National Home Health Care, and Jordan Health Service, a deal that created one of the largest home-based care services in the United States.
Represented a large multi-specialty medical practice of over 200 physicians upon its acquisition by a prestigious out-of-state health care system, addressing the corporate, health regulatory, tax, labor/employment, and employee benefits matters.
Provided representation to a national private equity-backed for-profit hospital system in connection with its acquisition of four distinct hospital systems in Connecticut, New Jersey, and Rhode Island.
Represented a private equity-backed national wound care management services company in its acquisition of a regional wound care management services company.
Represented a large hospital chain in the mid-Atlantic region that was acquiring a competing hospital/system faced with a potential enforcement action by the Federal Trade Commission. We developed the defenses to support the pro-competitive benefits of the transactions so as to persuade the agency not to challenge the transaction. In addition, we helped the client avoid costly litigation and proceed with the intended transaction.
Represented a private equity investor in its acquisition of an ambulatory surgery center development group and concurrent affiliation with a national health system.
Oversaw the sale and voluntary dissolution of an affiliated organization of a regional health plan operated as a joint venture. We prepared extensive documentation associated with the sale of the home health care business and performed the extensive wind-up of the affairs of the business, which took almost three years.
Provided representation to a publicly held diversified health risk assessment services company in the sale of its paramedical and medical examination line of business.
Provided representation to a publicly held health and wellness company in the sale of its clinical reference laboratory business.
Represented a national digital pharmacy in its sale to a multinational e-commerce and technology company. We served as lead health regulatory counsel in negotiating the terms of the purchase agreement, navigating regulatory approvals for the change of ownership, and responding to the buyer’s health regulatory due diligence.
Represented a national pharmacy network in its sale to a specialty health care management company. As health regulatory counsel, we responded to the buyer’s due diligence inquiries, conducted health regulatory due diligence of the buyer, negotiated health regulatory-related aspects of the merger agreement and other transactional documents, and coordinated federal and state health regulatory filings.
Negotiated, on behalf of a highly regarded academic medical center, long-term joint-venture agreements with New York State managed care organizations. Besides drafting insurance, risk-sharing, and value-based payment contracts, we advised the client on related federal and state health care and insurance laws and regulations.
Represented a physician practice of more than 130 physicians in a transaction to join a New York health system. We helped the client affiliate with a large health system, generating revenue for the owners and providing the physicians with access to greater resources and infrastructure.
Negotiated, on behalf of a large health plan in the Northeast, long-term joint-venture agreements with a hospital system involving cobranded products and risk-sharing contracts. We advised the client on related federal and state health care and insurance laws and regulations.

Represented a physician practice of more than 250 physicians in the New York metro area in its affiliation with a large research hospital. We helped the physician owners cash out their equity interests and join a major health system.
Represented a large multi-office orthopedic practice group in its conversion to an administrative services organization structure.