Health Care Transactions

health care transactions
Ropes & Gray lawyers combine industry experience with business acumen to help our clients with acquisitions, affiliations and other transactions in the dynamic health care industry.

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Overview

As the health care industry becomes more integrated and competitive, institutions need to maximize the efficiency and delivery of their services.

Ropes & Gray lawyers help hospitals, academic medical centers, research institutions and universities find the right partners. We are experienced in mergers and acquisitions, affiliations, joint ventures and disaffiliations with hospitals, physicians, major pharmaceutical companies, pharmacy benefit managers, health industry software companies, senior living companies, and medical device manufacturers. Our lawyers have both transactional experience and industry knowledge, so they can provide clients with a comprehensive approach to a range of health care transactions. 

Our services include: 

  • Advising nonprofit clients contemplating joint ventures with or disaffiliation from for-profit entities about how to preserve the nonprofit organization’s tax-exempt status
  • Navigation of  the complicated issues that a major transaction may trigger, in the areas of taxation, antitrust, bond financing, labor and employment and real estate
  • Counseling clients about the issues surrounding conversion form a non-profit to for-profit status
  • Creations of mergers, acquisitions and divestitures of health care systems, obligated bond groups, and other affiliated entities 

As the health care industry becomes more vertically and horizontally integrated, Ropes & Gray lawyers work with health care organizations to manage change. We advise clients about evolving regulatory issues and help academic medical centers, tertiary care hospitals and medical schools collaborate with physicians and faculty members to maximize efficiency and delivery of care. 

We can help clients with: 

  • Incorporation of physician professional services into their delivery systems for the purpose of joint managed care contracting
  • Bridging the academic and clinical expectations inherent in faculty practice plan arrangements
  • Acquisitions of hospital, physician practice, and other providers 

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

  • 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.