Healthcare Transactions

Our national healthcare practice is uniquely positioned to work with clients and transactions of all sizes, from day to day operationally focused ventures to multi-billion dollar transactions.

Overview

We know how to help our clients structure their transactions in order to reach their business goals while complying with the regulatory aspects of state and federal laws. We provide advice on the selection and formation of business entities, effective corporate governance practices, shareholder agreements, documentation of contractual relationships, tax implications, joint ventures, mergers and acquisitions, divestitures, restructuring and reorganizations, and more. Serving as strategic advisors, we often act as outside general counsel, providing ongoing representation after the deal has closed.

We routinely assist on issues that arise during healthcare transactions, including provider, managed care, and commercial contracting; due diligence; negotiations; executive and workforce employment issues; risk assessment; succession; risk and insurance analysis and advice; and addressing regulatory compliance issues, such as antitrust, HIPAA compliance, Medicare and Medicaid audits, investigations, and certification, Stark and anti-kickback issues, and licensing and accreditation.

Working purposely with our Regulatory and Change of Ownership teams to bring the perspective and expertise necessary to the legal challenges facing the client’s business goals.

We have the experience needed to navigate not only the business aspects of the transaction but other sophisticated regulatory matters faced by a healthcare operator, owner or investor.

Experience

  • Representation of financial institution in connection with leveraged buy-out of in-home healthcare services companies in Georgia, New York and Connecticut by Sponsor-owned competitor
  • Representation of financial institution in private equity firm acquisition of healthcare reporting and management services company.
  • 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.
  • Represented Keplr Vision Services, an optometry practice management company backed by Imperial Capital Group, Ltd., on transactions since its launch in September 2017.
  • Represented a private equity client in its acquisition of three (3) ophthalmology medical practices and their associated ambulatory surgical centers.
  • Counseled a national provider of long-term care services in a multi-state restructuring and acquisition of a large national provider of nursing home and rehabilitation services, which included consideration of change of ownership, certificate of need, Medicare, and Medicaid regulatory issues.
  • Representing mid-market private equity firm in acquisition of medical device manufacturer.
  • Advised early-stage pharmaceutical companies on a range of capital-raising efforts, including venture capital financing and use of royalty structures involving outside organizations
  • 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.
  • Advised Visionary Eye Partners, an eye care practice management company backed by Imperial Capital Group, Ltd. on numerous acquisitions of eye care practices throughout the U.S. in 2018.
  • 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.
  • Advised Griffin-American Healthcare REIT III, Inc. and NorthStar Healthcare Income, Inc. in their $1.125 billion joint-venture acquisition of controlling interest in Trilogy Investors LLC, the parent company of Trilogy Health Services LLC, a leading owner-operator of integrated senior healthcare campuses, operating approximately 100 properties comprised of more than 10,000 beds throughout Indiana, Ohio, Michigan and Kentucky.
  • Represented three private home care businesses in a simultaneous sale to a national private home care business.
  • 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.
  • Representation of a Georgia medical practice in formation and structure issues related to relocation of a medical practice and establishment of a physician-owned single specialty ambulatory surgery centers and submissions of requests for letters of non-reviewability including advice regarding applicable corporate structures applicable to the involvement of other non-specialists and related specialty physicians.
  • Represented a multi-state medical practice management company start-up in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.
  • Represented a large multi-location medical practice in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.
  • Represented a publicly traded REIT in a $4 billion sale of a portfolio of senior housing facilities.
  • Represented a large hospital system in the development of a regional urgent care joint venture arrangement, including tax strategy, corporate structure and regulatory analysis.
  • Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy and process; including all documentation and negotiation.
  • Represented a physician specialty group practice in asset sale to tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. Purchase price was in excess of $5 million.
  • Represented purchaser in the sale / leaseback of juvenile acute care facility which included a long term care and outpatient components as well as a day care facility.
  • Assisted multi-state provider of outpatient physical therapy services with more than 200 outpatient clinics in preparing for sale of company to the private equity arm of  a foreign pension fund. Regulatory counseling included seller-side due diligence and implementation of a compliance program and HIPAA compliance plan.
  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.
  • Represented solo physician specialty practice in asset sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.
  • Represented a 30-physician specialty group practice in stock sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of office lease, including all physician guarantees. Purchase price was in excess of $70 million.
  • Represented a physician specialty group practice and related ambulatory surgery center in asset sale to tax-exempt hospital system and related development of a center of excellence. Transaction included development of post-closing agreement on management and policy.  Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.
  • 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 publicly traded REIT in a $4 billion sale of a portfolio of senior housing facilities.
  • 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.
  • Served as counsel to the buyer of a portfolio of over-the-counter pharmaceutical products in connection with a private auction and strategic divestiture by a leading multi-national pharmaceutical company.

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