As the healthcare industry becomes more integrated and competitive, organizations must navigate complex regulatory challenges while maximizing the efficiency and delivery of their services. Ropes & Gray’s health care team helps health systems, hospitals, academic medical centers, research institutions, universities, and investors find the right partners for successful health care transactions. Our team offers support at every stage of the deal, providing deep transactional experience and industry knowledge. We are experienced in mergers and acquisitions (M&A), affiliations, joint ventures, and disaffiliations, and we offer critical counsel on emerging issues in areas such as AI, digital health, health care information technology (HCIT), direct-to-consumer (DTC) platforms, and evolving state and federal regulations.

How We Help

We advise on the following transactions and related matters:

Mergers and acquisitions, affiliations, joint ventures, and disaffiliations

Advising nonprofit health care clients on joint ventures with or disaffiliations from for-profit entities while preserving their tax-exempt status
Navigating complex issues triggered by health care M&A and other major transactions, including taxation, antitrust, bond financing, labor and employment, and real estate
Counseling clients about the issues surrounding conversion from nonprofit to for-profit status
Managing mergers, acquisitions, and divestitures of health systems, obligated bond groups, and other affiliated health care entities

Academic medical center (AMC) and hospital transactions, including for tertiary care hospitals and medical schools

Physician integration strategies, including incorporating professional services for joint managed care contracting
Faculty practice plan structuring, including bridging academic and clinical enterprise goals
Acquisitions of hospitals, physician practice management (PPM) companies, and other providers

Advising on emerging areas in health care, including digital health, technology, and innovative investment structures

Guiding clients through transactions involving artificial intelligence (AI) platforms and AI-driven technologies in health care
Counseling on evolving state laws governing health care transactions, including transaction notice requirements and trends in private equity investment
Structuring deals and navigating regulatory hurdles for health tech, telehealth, and digital health companies

Recent Matters

As health care transactions become increasingly regulated and complex, experience matters. Learn more about specific recent matters in the following areas.

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”

Joint Ventures & Partnerships

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.

Health Law Intelligence: Transactions & AI

Navigating the complex, rapidly changing patchwork of state and federal regulations is a major challenge for health care organizations. Ropes & Gray provides proprietary tools to help clients stay current on laws governing health care transactions and the development and deployment of artificial intelligence (AI) in health care.

Health Care Transactions Laws Health AI: State Laws & Compliance

Contacts

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Timothy M. McCrystal

Partner

Boston+1 617 951 7278

[email protected]

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