Tailoring M&A Transactions to Each Client’s Specific Needs

With one of the leading healthcare practice groups in the U.S., we act as trusted advisors to healthcare professionals challenged with adapting to an ever changing landscape. While all healthcare entities strive to provide excellence in patient service, their other business choices and goals can be many and varied. We successfully implement cutting edge integration and delivery strategies designed to meet the particular goals and objectives of each client, whether a large hospital system or a niche physician’s practice.

M&A transactions are complex and challenging in any industry, but in one as highly regulated and quickly evolving as healthcare, attorneys must possess not only legal skill and experience but also industry knowledge, business acumen, and commercial sensitivity. As a result of our extensive understanding of the healthcare industry, we are uniquely positioned to contribute adroit advice and sophisticated solutions to our clients.

Guiding M&A Transactions from Start to Finish

Once we work with a client to determine the arrangement that will best meet their goals and objectives, we guide the transaction, in whatever form it takes, from start to finish. We counsel the client each step of the way on the unique issues impacting the transaction. We begin with careful and comprehensive early planning—offering a thorough examination of how the transaction will affect the client’s business in different areas, including employee benefits, tax, intellectual property, antitrust, and, of course, the regulatory arena. By anticipating and addressing such issues early on, we help our clients maximize value, minimize risks, and avoid unnecessary detours as the transaction progresses.

Given the resources we have as a full service firm, with exceptionally experienced and skilled attorneys across all relevant practice areas, we think strategically from a multidimensional perspective. We are familiar with the critical issues related to deal structuring, financing alternatives, valuation, and requirements in entity structure, formation, and reorganization, and are able to promptly implement creative and innovative solutions that further the client’s business objectives at every juncture of a transaction.

We are particularly experienced in structuring healthcare joint ventures involving hospitals, physicians, and other healthcare entities so that our clients are compliant with federal and state statutory requirements, including tax-exempt organization requirements, public entity requirements, and Medicare reimbursement requirements. We have a great deal of experience in assisting physicians in setting up new practices, developing their governance structures, expanding existing practices, reorganizing or dissolving struggling practices, and buying, selling, and merging practices. We also conduct healthcare due diligence for business transactions we handle, or for a client’s in-house counsel, as needed.

Whether structuring and negotiating a merger, shepherding a complicated acquisition, creating a new alliance, or restructuring to create a more successful enterprise, our attorneys have the industry, regulatory, and transactional experience necessary to effectively and efficiently see the transaction through every step of the process—from the initial analysis of legal alternatives to an effective and successful close.

Taking a Multidisciplinary Approach

We offer skilled, seamless service across the full spectrum of disciplines required to successfully execute multifaceted transactions. Our focus on each client’s unique needs leads us to approach each transaction with an multidisciplinary team of attorneys tailored to the specific transaction, who can deftly handle the array of corporate, securities, intellectual property, litigation, employee benefits, tax, environmental, antitrust, and other issues inherent in mergers and acquisitions. For transactions involving financially distressed companies, work-outs, or Chapter 11 debtors and purchasers, our multidisciplinary team enlists members of our Bankruptcy Practice Group, and when conflicts arise, our Litigation Practice Group is at the ready to see the matter to an effective resolution.

M&A

  • Represented a client in its sale of multiple, long-term acute care facilities to a private equity-backed portfolio company.
  • Represented a Texas health maintenance organization in the sale of its assets and assignment of its provider, beneficiary, and Medicare/Medicaid contracts to a national insurance company.
  • Represented a hospital in the acquisition of a Texas joint stock insurance company.
  • Represented a radiology practice in unwinding an unsuccessful merger with another practice.
  • Represented a large physician single specialty group in the sale of its for-profit management company to a national for-profit physician management company, involving stock transfers, stock options, convertible debt, securitization of debt, the employment of key executives, and administrative services agreements between the management company and the physician clinics.
  • Represented a national for-profit home health company in selling two of its Texas home health agencies.
  • Represented the U.S. operations of a global company in its strategic acquisition of multiple optical laboratory operations.
  • Represented a national for-profit hospital company in its acquisition of two west Texas physical therapy practices.
  • Represented non-profit hospital in the acquisition of orthopedic practice assets and employment of group’s physicians by non-profit hospital.
  • Represented a large Dallas-based optical company in its acquisition of a New York-based optical laboratory.
  • Represented a private equity-backed portfolio company in its acquisition of multiple optometrist businesses across the U.S.
  • Represented a private equity-backed portfolio company in its acquisition of multiple cancer centers across the U.S.
  • Represented multiple dermatology practices in the sale of assets.
  • Represented a private equity-backed portfolio company in its acquisition of multiple medical oncology and radiation oncology practices across the U.S.
  • Represented a private equity-backed portfolio company in its acquisition of multiple ambulatory surgery centers across the U.S.
  • Represented a private equity-backed portfolio company in the acquisition of multiple occupational health clinic practices across the U.S.
  • Structured a hospital-physician joint venture to operate a hospital outpatient department.

Hospital

  • Represented a hospital in the acquisition of a Texas joint stock insurance company.
  • Represented a national for-profit hospital company in its acquisition of two west Texas physical therapy practices.
  • Represented a children’s specialty hospital in the creation and structuring of its 5.01a Texas Certified Nonprofit Healthcare Organization, the purchase of over 30 multi-physician group practices valued at over millions of dollars in the aggregate, and the employment of over 120 pediatricians.
  • Represented a national for-profit hospital company in its initial limited partnership offering funding the development of a birth center at its women’s hospital.
  • Represented a children’s specialty hospital in the acquisition of a home health company’s assets and operations.
  • Represented a non-profit hospital in a joint venture with a for-profit company to operate urgent care centers.
  • Represented a non-profit hospital in the acquisition of orthopedic practice assets and the employment of the selling group’s physicians.
  • Represented a public hospital company in unwinding several physician joint ventures that owned and operated major medical equipment related assets.
  • Represented a Texas Hospital District in the sale of its acute care hospital and related facilities to a national for-profit hospital company with requirements for the company to build the community a new state-of-the-art hospital facility and provide on-going indigent care at specified levels.
  • Represented a Texas non-profit healthcare system in the creation and structuring of its 5.01a Texas Certified Nonprofit Healthcare Organization for primary care and the purchase of eight physician practices and the employment of over 30 physicians.

Joint Ventures

  • Represented a for-profit company in negotiating a joint development agreement with a specialty cancer hospital for the production of radioisotopes and research regarding same.
  • Represented a for-profit company in structuring its joint ventures for radiation therapy centers across the U.S. to provide IMRT services for physician group practices, drafting of the appropriate private placement and other offering documents, and development of the purchased services and management services agreements.
  • Represented a non-profit hospital in a joint venture with a for-profit company to operate urgent care centers.
  • Represented a public hospital company in unwinding several physician joint ventures that owned and operated major medical equipment assets.
  • Represented numerous orthopedic surgeons, anesthesiologists, pediatricians, radiologists, and other specialists in sales of their practices and in the negotiation of their employment agreements.
  • Represented numerous physicians, physician groups, and oral surgeons in joining, merging, and buying into various medical practices.
  • Represented various spine surgeons and neurosurgeons in their investment in joint ventured hospitals with physician and non-physician owners.
  • Structured a hospital-physician joint venture to operate an hospital outpatient department.

Optometry

  • Represented a large Dallas-based optical company in its acquisition of a New York-based optical laboratory.
  • Represented a private equity-backed portfolio company in its acquisition of multiple optometrist businesses across the U.S.
  • Represented the U.S. operations of a global company in its strategic acquisition of multiple optical laboratory operations.

Physician

  • Represented a large anesthesiology group in restructuring its professional limited liability company and buy-sell agreements, adding new members, and satisfactorily resolving issues with a departing member.
  • Represented a radiology practice in unwinding an unsuccessful merger with another practice.
  • Represented a large physician single specialty group in the sale of its for-profit management company to a national for-profit physician management company, involving stock transfers, stock options, convertible debt, securitization of debt, the employment of key executives, and administrative services agreements between the management company and the physician clinics.
  • Represented multiple dermatology practices in their sale of assets.
  • Represented numerous orthopedic surgeons, anesthesiologists, pediatricians, radiologists, and other specialists in sales of their practices and in the negotiation of their employment agreements.
  • Represented numerous physicians, physician groups, and oral surgeons in joining, merging, and buying into various medical practices.
  • Represented senior physician shareholders in the buy-out of their interest in a medical practice and its subsidiary management company prior to the sale of the practice and management company.
  • Represented single specialty physician groups in roll-up transactions involving the sale of medical assets to another physician practice group and investment in a related management services organization.
  • Represented various spine surgeons and neurosurgeons in their investment in joint ventured hospitals with physician and non-physician owners.

Private Equity

  • Represented multiple borrowers in the refinancing of medical office buildings.
  • Represented a for-profit company in drafting of the appropriate private placement and other offering documents for its fertility clinic joint ventures in Texas and other states, and the development of the management services, employment, billing and collection and other agreements necessary for the venture.
  • Represented a private equity-backed portfolio company in its acquisition of multiple cancer centers across the U.S.
  • Represented a private equity-backed portfolio company in its acquisition of multiple optometrist businesses across the U.S.
  • Represented a Texas home health agency in its sale to a private equity-backed portfolio company.
  • Represented a private equity-backed portfolio company in its acquisition of multiple medical oncology and radiation oncology practices across the U.S.
  • Represented a private equity-backed portfolio company in its acquisition of multiple ambulatory surgery centers across the U.S.
  • Represented a private equity-backed portfolio company in the acquisition of multiple occupational health clinic practices across the U.S.
  • Represented single specialty physician groups in roll-up transactions involving the sale of medical assets to another physician practice group and investment in a related management services organization.

Telemedicine

  • Represented telemedicine companies on numerous issues including capital raises, privacy issues, regulatory compliance (state and federal), employment issues and governance matters.

ASCs/Urgent Care

  • Represented a private equity-backed portfolio company in its acquisition of multiple ambulatory surgery centers across the U.S.
  • Represented an entrepreneur in obtaining Series A funding for an urgent care center; assisted with the initial capital raise as well as regulatory and corporate issues.
  • Represented an urgent care facility in the acquisition of certain assets from another urgent care facility.
  • Development of strategic transactional arrangements to fulfill identified needs and achieve organizational goals whether by merger, acquisition, disposition, restructuring, or other innovative agreement, affiliation, or joint venture arrangements
  • Development and implementation of spin-offs, exchange offers, tender offers, proxy contests, going-private transactions, and leveraged buy-outs
  • Drafting and negotiation of asset purchase, stock purchase, and merger agreements
  • Conversions, recapitalizations, reorganizations (both in and out of bankruptcy), spin-offs and other divestiture transactions
  • Counseling of publicly and privately held companies
  • Representations of private equity funds and hedge funds
  • Hospital change of control transactions
  • Hospital-physician joint ventures
  • Assistance with corporate practice of medicine issues
  • Management service organization (MSO) models
  • Product and portfolio acquisitions
  • Recruitment, employment, and service arrangements with physicians
  • Hospital acquisitions of physician practices
  • Health system consolidations
  • Outsourcing agreements
  • Academic Medical Center (AMC) transactions
  • Board level strategic planning
  • Strategic alliances
  • Vertical integrations
  • Efficient and process oriented due diligence review
  • Regulatory compliance throughout M&A transactions
  • Tax implication analyses for both for-profit and non-profit entities
  • Physician practice acquisitions
  • Assistance regarding communications with analysts and the media
  • Management of operational transitions
  • Counseling of boards of directors, special committees and in-house counsel
  • Recapitalizations
  • HIPAA
  • Data Privacy
  • Health IT Vendor Acquisitions
  • Membership interest/stock and other equity related acquisitions
  • Joint venture arrangements
  • Religious sponsorships
  • Co-management and gainsharing arrangements
  • Representation of affiliation transactions
  • Development and deployment of measures to deter or defend against hostile takeover attempts, including shareholder rights plans (“poison pills”) and bylaw and charter provisions
  • Contested transactions and unsolicited offers
  • Representation of investment banking firms in connection with fairness opinions with respect to healthcare transactions
  • Accountable Care Organizations (ACOs)
  • Acute-care facilities
  • Ancillary service providers
  • Assisted-living facilities
  • For-profit and non-profit community hospitals
  • Free-standing ambulatory care centers
  • Free-standing surgical service centers
  • Group purchasing entities
  • Home health entities
  • Hospices
  • Hospitals
  • Industry service providers
  • Large hospital systems
  • Management Service Organizations (MSOs)
  • Nursing facilities
  • Patient-centered medical homes
  • Pharmacies
  • Pharmacy benefit management companies
  • Physician groups
  • Physicians
  • Private equity firms
  • Regional healthcare systems
  • Rehabilitation centers
  • Renal dialysis centers
  • Telemedicine companies