Change of Ownership (CHOW)

We counsel healthcare providers and investors on the regulatory aspects involved in structuring and implementing transactions, and work to ensure there are no barriers to achieving our clients’ growth goals and objectives.

Overview

The Arnall Golden Gregory Change of Ownership (CHOW) team leads all regulatory aspects of healthcare transactions for investors, operators, managers, capital partners, and developers of all sizes and in all 50 states. To date, the CHOW team has served as primary regulatory counsel in transactions valued at more than $25 billion.

Our healthcare lawyers represent clients in CHOW matters, including asset and stock transactions, mergers, restructurings, and other organizational changes, and serve as lead regulatory counsel on many of the largest and most complicated healthcare transactions in the country.  These transactions involve providers across the continuum of care and include nursing homes, skilled nursing facilities (SNF), assisted living facilities (ALF), continuing care retirement communities (CCRC), hospitals, home health agencies, hospices, behavioral health and developmental disabilities providers, pharmacies, laboratories, ambulatory surgery centers, physician groups, and more.

We coordinate all regulatory aspects of healthcare transactions and interact with regulators to help our clients accomplish their goals.  We counsel privately-owned and publicly-traded companies of all sizes, private equity investors, REITs, developers of healthcare facilities, and management companies to resolve regulatory issues and find creative solutions to potential issues that arise during due diligence. Whether structuring transactions to expedite closings, planning ahead to minimize cash flow disruption, simplifying disclosures related to complex ownership structures, facilitating change of ownership processes, or advising on change of ownership guidelines, we streamline the regulatory process.

The CHOW team helps our clients obtain certificates of need, licensure, Medicare and Medicaid certification, MCO enrollment, and managed care credentialing. We also perform all regulatory due diligence, counsel on CARES Act Provider Relief Funding, review, revise, and negotiate operations transfer agreements (OTAs) and all other transaction documents, and prepare and submit post-closing regulatory filings to ensure compliance with federal and state law and minimize regulatory risk for our clients.  Our experience in the industry ranges from single-facility purchases and sales to many of the largest multi-state, multiple service-line transactions.

Experience

  • Represented a publicly traded REIT in a $1.125 billion acquisition and restructuring of a senior housing provider that operates 96 senior-living communities as well as pharmacies in the Midwest.

  • Advised a leading owner-operator of integrated senior healthcare campuses in multiple facility refinancings (including with HUD) in a number of states, including Indiana, Kentucky, Michigan, and Ohio. AGG assisted with determining any filing requirements for the refinancings, the compilation of filings, and the opinion-writing process for the many facilities, including nursing facilities, assisted living facilities, residential care facilities, and homes for the aged.

  • Advised a large pharmacy operator in its acquisition of more than 20 Missouri pharmacies out of bankruptcy. In order to effect the acquisition, AGG handled preparation of transaction documents, filings, and interactions with the U.S. Drug Enforcement Administration, Centers for Medicare and Medicaid Services, State Board of Pharmacy, and the State Medicaid Agency. AGG also reviewed the purchase agreement from both a healthcare regulatory and FDA-perspective.

  • Represented a healthcare operator in its acquisition of a Georgia continuing care retirement community (CCRC) and provided transaction support, including limited diligence, the filing of certificate of need, Medicare, Medicaid, and multiple licensure applications, as well as ancillary license applications, structuring advice, and negotiated regulatory components of the underlying deal documents. The CCRC had a skilled nursing facility, assisted living community, personal care home, and independent living component and was regulated by both the Georgia Department of Community Health and Office of Insurance and Safety Fire Commissioner. The transaction required a unique focus on the nursing facility’s certificate of need, which was initially obtained in the 1990s during changing certificate of need requirements. The client ultimately received a favorable determination from the Georgia CON agency and closed the transaction on its originally scheduled closing date.

  • Assisted a national REIT in its minority investment in a portfolio of a variety of healthcare providers, including assisted living, memory care, hospice, and private-pay in-home care. The providers were located in multiple states, including Arizona, California, Illinois, Texas, Utah, Washington, and Wisconsin. AGG’s involvement included in-depth diligence, including a review of the providers’ licenses, permits, certifications, and accreditations, PEPPER reports, government investigations and surveys, hospice cap calculations, compliance program, background screening, HIPAA, medical directorships, admission agreements, commercial payor audits, and corporate practice of medicine. AGG also assisted with preparing the underlying investment agreement and related disclosure schedules.

  • Represented a longstanding long-term care provider in its sale of over 50 facilities, which included skilled nursing, assisted living, and independent living facilities in 11 states, including Florida, Georgia, Louisiana, Maryland, New Jersey, New York, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. AGG prepared all filings associated with the stock transfer of the providers, including all pre- and post-closing filings, and advised on regulatory components of the deal document. The transaction was valued at over $400 million.

  • AGG advised on an asset transaction for a skilled nursing facility operator which operates senior-care facilities in several small Georgia communities. Because the transaction involved a hospital authority owner of the real estate, AGG handled the filing of a full certificate-of-need application, a 60-day process that requires gathering a significant amount of information and data.

  • Represented a national medical practice and management company in the transfer of ownership among designated “friendly physicians”, including advice regarding applicable CON and licensing requirements.

  • Assisting with regulatory filings for national provider of provider of short-term post-acute, rehabilitation, skilled nursing and long-term care services.

  • Participated in representing a healthcare private equity investor in the $2.4 billion dollar sale of the real estate assets of a national nursing home company.

  • Developed plan to bind a group of dispersed individuals, shareholders of a for-profit corporation, that converted to a non-profit corporation, by filing a reverse class action lawsuit (the first in Georgia) whereby the judgment of the court bound all shareholders, whether or not their whereabouts were known.

  • Advised a longstanding private equity client on all regulatory aspects of a consensual receivership with three different operating companies in 8 states. AGG oversaw the transition of the facilities to new operators during the receivership. The affected facilities were located in Wisconsin, Minnesota, Idaho, Oregon, Washington, West Virginia, Delaware and Pennsylvania.

  • Assisted in the expedited sale of Midwest-based ambulance provider.

  • Implemented an interim management agreement structure for a client seeking to expeditiously exit a state.

  • Obtained reenrollment and negotiated enhanced reimbursement rates for a multi-state nursing facility provider emerging from bankruptcy.

  • Obtained regulatory approval for the replacement of a nursing facility operator on an expedited timeline on behalf of a REIT (accomplished in three weeks with a typical state timeline of three months).

  • Represented a hospice provider in the acquisition of a hospice company with more than 60 locations in 14 states.

  • Represented a private investment management firm in an $870 million acquisition of the real estate and transfer of operations to 4 separate operating entities for over 160 senior care facilities across 12 states, including both skilled nursing and assisted living facilities.

  • Represented a private investment management firm in an acquisition of a 5,000-person community-based organization that provides services and support for people with developmental and intellectual disabilities across the U.S.

  • Represented a receiver in its acquisition of a hospital chain pursuant to a court-approved comprehensive settlement agreement.

  • Represented one of the nation’s largest private post-acute care providers in a merger with a publicly traded post-acute care provider resulting in a combined publicly traded company with annual revenues of $5.5 billion.

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  • Our CHOW team has served as primary regulatory counsel in transactions valued at more than $25 billion.

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