Overview
The health care group at Ropes & Gray has represented health systems, academic medical centers, community hospitals, medical schools, and other health care service providers in a broad array of transactions, including mergers and acquisitions, affiliations and collaborations, system consolidation, disaffiliations and separations, and joint ventures. Our lawyers possess a unique combination of transactional experience and industry knowledge and are therefore able to provide clients with a comprehensive approach to these types of transactions. Our experience on a wide variety of transactions has also enabled us to develop an understanding of typical “market” terms for transaction, and we have developed a catalogue of agreements that informs our approach to transactional work and makes it highly efficient and effective.
During the health care industry’s ongoing transition to a more integrated and competitive environment, Ropes & Gray has assisted academic medical centers, tertiary care hospitals and medical schools in creating horizontally and vertically integrated health care delivery systems. Among the most challenging aspects of this work has been devising ways to incorporate physician professional services into these delivery systems for the purpose of joint managed care contracting. Our work with faculty practice plans has helped us bridge the academic and clinical expectations inherent in these arrangements.
We are also experienced in addressing the myriad regulatory issues that can arise, including antitrust, debt consolidation, health care compliance (fraud and abuse, Stark, anti-kickback and civil monetary penalty laws), third-party reimbursement and licensure, tax exemption, access to financing, state insurance regulation, corporate practice of medicine, accreditation, peer review and privacy and data security.
Experience
Our team of lawyers has deep experience representing clients from virtually every sector of the global health care industry on a broad array of transactions. We regularly advise clients on:
- Mergers & Acquisitions
- Affiliations & System Consolidations
- Separations & Unwinds / “Disaffiliations”
- Joint Ventures & Partnerships
- Conversions
- Private Equity Investments
Mergers & Acquisitions
- University of Southern California’s Acquisition of Two Tenet Hospitals: We represented the University of Southern California in connection with the healthcare regulatory, tax, employee benefits and environmental aspects of its $275 million acquisition of USC University Hospital and USC Norris Cancer Hospital from Tenet Healthcare Corporation.
- Stanford University and UCSF Merger: We represented Stanford University in connection with the consolidation of Stanford University Hospital, Lucile Salter Packard Children’s Hospital, UCSF Medical Center and the related faculty practice plan operations of Stanford University and the University of California, San Francisco to form UCSF-Stanford Health Care.
Affiliations & System Consolidations
- West Penn Allegheny Health System/Highmark: As lead transaction counsel, we are representing West Penn Allegheny Health System, a multi-hospital nonprofit system headquartered in Pittsburgh, Pennsylvania, in the pending affiliation with Highmark, the largest Blue Cross-Blue Shield insurer in Pennsylvania, West Virginia, Maryland and Delaware. The affiliation would result in the creation of an insurer/provider health care delivery and financing system described in cover articles in Modern Healthcare and the Wall Street Journal as a national health care “game changer.”
- Milton Hospital/Beth Israel Deaconess Medical Center: We represented Milton Hospital, a community hospital that has operated independently for over 100 years, in its corporate affiliation with Beth Israel Deaconess Medical Center (BIDMC).
- Lahey Clinic—Northeast Affiliation: We recently represented Lahey Clinic (“Lahey”), a teaching hospital of Tufts University School of Medicine, in its affiliation with Northeast Health System (“Northeast”) to create Lahey Health System, a new integrated health care delivery system serving northeastern Massachusetts.
Separations & Unwinds / “Disaffiliations”
- Representing a leading academic medical center (AMC) in the unwind of its relationship with a joint venture partner, the sale of the AMC’s teaching hospital to a new affiliate, and the restructuring of the AMC’s school of medicine, teaching hospitals, and faculty physicians.
Joint Ventures & Partnerships
- Representing an internationally renowned children’s hospital in a joint venture with a leading national for-profit hospital system.
- Advising a physician practice in its negotiation and structuring of a joint venture with nearby community hospitals to develop a cancer care center of excellence.
Conversions
- Advising a tax-exempt Midwestern health maintenance organization on its options in the sale of its operation to a newly formed for-profit corporation and on the likely tax consequences of the proposed transaction.
- Represented a large for-profit physician practice in Milwaukee area when it was acquired by the largest nonprofit hospital system in Wisconsin.
- Represented The George Washington University in the sale of The George Washington University Hospital to District Hospital Partners, L.P., a limited partnership comprising The George Washington University and Universal Health Services.
- Represented MetroWest Medical Center, a two-campus hospital in Boston’s western suburbs, in its negotiations with proprietary giant Columbia/HCA.
Private Equity Investments
- Represented US Anesthesia Partners, a Welsh, Carson, Anderson & Stowe portfolio company, in its add-on acquisition of Greater Houston Anesthesiology, a provider of anesthesia and perioperative services for medical facilities in Houston and surrounding communities.
- Represented Welsh, Carson, Anderson & Stowe in its acquisition of GetWellNetwork Inc., a provider of interactive patient care solutions for hospitals in the United States.
- Represented the Blackstone Group in its $3 billion acquisition of Emdeon Inc.
- Represented KRG Capital and Bain Capital Ventures in the sale of Liberty Dialysis Holdings Inc to Fresenius Medical Care AG & Co. KGAA for $1.7 billion.
- Represented US Oncology Inc., a portfolio company of Welsh, Carson, Anderson & Stowe, in its $2.1 billion sale to McKesson Corporation.
- Represented Liberty Dialysis, LLC and Bain Capital in the $550 million sale of Liberty Dialysis to KRG.