Health Care Transactions

Represented a regional non-profit health system in structuring three whole-hospital joint ventures to build and operate new hospitals, including private placement syndications to contemplated physician medical staff members, with transaction values and capital investments of approximately $100 million each.

Represented an independent community hospital in acquiring numerous primary care and specialist physician practices, applying a Professional Services Agreement (PSA) model approach, resulting in provider-based physician clinic status. Structured fair market value wRVU-based compensation models, including physicians in medical oncology, cardiology, nephrology, orthopedic surgery, and gynecology.

Represented hospitals in connection with complex transactions involving compliance with Medicare regulations, including provider-based status, hospital-within-hospital, and other payment and conditions of participation rules.

Represented a multistate hospital company in connection with a $25 million revolving credit facility.

Represented a billion-dollar non-profit health system in securing the first Certificate of Public Advantage (COPA) ever issued in the state of Tennessee and the first Cooperative Agreement ever issued in the commonwealth of Virginia.

Represented a two-billion-dollar non-profit health system in the buy-out of a 50-year hospital lease, the purchase of real estate, and commitment to build a new $250 million hospital campus.

Represented a two-billion-dollar health system in its acquisition of more than 500 physicians.

Represented a for-profit hospital company in the sale of a 325-bed acute care hospital to a non-profit health system.

Represented a regional non-profit health system in the sale of a 500-bed acute care hospital to a for-profit hospital company.

Represented a large non-profit health system through a strategic options process and selection of a strategic partner.

Represented an academic medical center in its acquisition of numerous physician practices.

Represented an independent community hospital in negotiating a strategic affiliation agreement to join a clinically integrated network.

Represented a regional non-profit health system in the purchase of the largest physician-owned medical group in the state of Arkansas.

Represented a for-profit behavioral health company in the sale of a private inpatient acute behavioral facility dedicated to the treatment of behavioral and chemical dependency issues.

Served as lead and/or co-regulatory compliance counsel in corporate transactions valued at up to one-billion-dollars.

Assisted health care system in obtaining merger approvals (HSR) for several acquisitions throughout the southeastern U.S.

Represented a for-profit company in purchasing a 140-bed acute care hospital from a local governmental instrumentality.

Represented a secured lender holding $47.9 million in bonds secured by a hospital in Alabama. Implemented restructuring of bond obligations, including extensive negotiations with health care authorities and creditors to preserve lender position and financial viability of the hospital.

Represented a pathology services group in a recapitalization transaction with Pritzker Group Private Capital.

Represented management in behavioral health company in $275 million recapitalization of behavioral health care company.

Assisted urgent care company in a $40 million debt/equity round.

Provided counsel to a company in the behavioral health care industry in connection with a $55 million venture capital investment.

Represented management in a $260 million recapitalization of a behavioral health company by a private equity fund.

Represented management in a $40 million recapitalization of a multifacility behavioral health company with a private equity fund.

Managed a corporate compliance effectiveness review for a health care client that was majority-owned by a private equity firm.

Handled multiple internal compliance investigations for health care companies owned by private equity firms.

Led a team assisting one of the largest creditors in the Adeptus Health bankruptcy in Dallas, Texas. As of the petition date, Adeptus operated 99 free-standing emergency rooms in three states, plus four full-service hospitals. Our client's investment risk was approximately $500 million. Our team negotiated the full assumption of all of the leases with Adeptus' plan sponsor who paid our client's cure amount in full.

Counsel for a debtor in the Chapter 11 case for Saint Mary Hospital (which was founded in 1864 and operated by the Franciscan Health System in Philadelphia); the hospital property was sold, cleared of asbestos, subdivided, and converted into low-income apartments for seniors and an adult day health care center.

Counsel for a lender on a $11.5 million loan secured by a skilled nursing home and rehabilitation center located in St. Petersburg, Florida, where CMS terminated the operator's provider agreement, and the operator sought to keep it in place by filing bankruptcy. Ensured lender's ongoing payments under cash collateral order and ultimate payoff of loan as debtor. Litigated appeals to the 11th Circuit and had the certification denied at the Supreme Court in its effort to confer jurisdiction on the bankruptcy court and remain open.

Represented a secured lender in connection with $19 million in aggregate credit facilities secured by real estate, accounts receivable, and a "rental pool" of durable medical equipment. Guided the client from initial legal review through nine forbearance agreements and a CRO to the initial stages of enforcement of rights and remedies. Issues included significant False Claims Act qui tam action against the borrower, post-default execution of a business associate agreement to allow the review of accounts receivable records; a requirement for a court order, directing a Medicare Administrative Contractor to issue CMS payments directly to a secured lender and government offset rights.

Represented the Official Unsecured Creditors Committee in the bankruptcy of one of the largest pediatric dental chains in the United States. Our efforts yielded a nearly 100 percent recovery for claimants holding general, unsecured claims as well as a $45 million settlement on behalf of minors treated at many of the clinics prior to bankruptcy filing. The latter recovery represents the largest mass tort settlement in the history of the United States Bankruptcy Court for the Middle District of Tennessee.

Represented the largest landlord in the bankruptcy filing of the United States' largest free-standing emergency room operator. Our client owned 50 properties valued at more than $500 million. We negotiated and secured full assumption of facility matter leases and related agreements, and payment of all cure amounts by the reorganized debtor.

Represented a digital health engagement company in a multi-million dollar asset sale to one of the nation's largest health care systems.

Advised a nurse practitioner practice in a $26.5 million transaction to sell of all of its equity to an international private equity firm.

Advised the seller in a complex $110 million disposition of its nursing home business to three separate buyers.

Assisted a specialty pharmacy in the sale of the company to an investment firm in a deal valued at $61 million. Baker Donelson was able to leverage its experience in pharmacy operations and related licensure challenges to counsel the client in structuring the transaction as an equity purchase.

Closed a $7.8 million acquisition loan on behalf of a community bank to finance a skilled nursing facility in Massachusetts. Negotiated an intercreditor agreement with a mezzanine lender as part of the transaction.

Closed multiple loans to an operator of short-term psychiatric hospitals on behalf of a healthcare real estate company.

Represented a city public health authority in its $11 million acquisition of a public hospital.

Represented a health care company in its acquisition of an Idaho-based home health services company.

Represented a nonprofit governmental health system in the formation of a hospital joint venture to acquire a 50 percent membership interest in local for-profit, 153 bed acute care hospital and Level III trauma center in exchange for a cash purchase price of $15 million.

Represented an investor in the acquisition and financing HUD-insured financing of a $7 million assisted living and memory care facility in Connecticut.

Led the health care regulatory and compliance due diligence efforts for a national health care system's $1.1 billion acquisition of an ambulatory surgical center (ASC) development company and over 80 individual ASCs.

Represented a behavioral health provider operating 23 psychiatric hospitals and outpatient programs along the Gulf Coast, as seller's counsel in its $310 million sale to a buyer with financing provided by a private equity firm.

Represented a joint venture to acquire a large multi-specialty physician group, a 35-physician practice with 7 clinic locations.  The $4 million transaction involved the purchase of stock of the medical practice and an acquisition of the assets of its independent, unrelated management services organization.

Represented a non-profit foundation in the $40 million sale of its interest in a large hospital to an academic medical center.

Represented a dermatology practice offering best-in-class surgical, medical and cosmetic dermatology in connection with its acquisition by one of the nation’s largest providers of dermatology services. Terms of the transaction were not publicly disclosed.

Represented the seller in the purchase of two addiction and recovery centers by a health services company.

Represented a large clinical laboratory services company in a joint venture with a nonprofit health system to combine outreach lab services in the state.

Represented a regional health care system in a $4 million joint venture with a radiology group to form a new Independent Diagnostic Testing Facility (IDTF). Assisted with all aspects of the joint venture, including governance, leases, obtaining a certificate of need, and drafting agreements.