We represent strategic and financial buyers and sellers in M&A transactions in the highly-regulated and continuously evolving health care environment. We understand how the health care industry's complex regulatory structure affects corporate and securities transactions. Our lawyers include deal lawyers who represent health care companies in all phases of merger, acquisition, divestiture and other business combination and change of control transactions. In addition, our lawyers are often selected as special regulatory counsel to assist purchasers with health care-specific due diligence and to represent the interests of purchasers and sellers in state and federal government hearings and proceedings required by the change of ownership of regulated companies. Also, our considerable experience in representing both health care providers and health insurers has created unique opportunities for our lawyers to develop and negotiate industry-leading payor-provider joint ventures and to assist in our clients’ pursue population health and integration strategies necessary to reform the delivery and payment for health care.
Our representative transactions include transactions involving health care providers and facilities, managed care companies, accident and health insurers, third party administrators (TPAs), pharmacy benefit management companies (PBMs), health technology companies, health care intermediaries, integrated health care organizations and other health care industry participants. We also represent private equity firms and other financial investors in their transactions to add or divest such companies from their portfolios.
Our experience includes:
Mergers and Acquisitions
Our representative projects include:
We have comprehensive experience in all aspects of the private equity business. We regularly advise private equity funds, institutional private equity groups, investors’ portfolio companies and the recipients of private equity funds.
Our representative experience includes:
We represent 501(c)(3) entities, hospital service districts and governmental entities in analyzing, negotiating and resolving organizational, board composition, acquisition, reorganization and recapitalization issues that directly affect for-profit and not-for-profit tax status.
Our lawyers help establish for-profit subsidiaries of tax-exempt entities and address the issues involving unrelated business interests. We handle physician group acquisitions and leasing, contracting and joint venture arrangements between health care organizations. We manage tax controversies at the audit, administrative and court levels—including matters involving intermediate sanctions and revocation of tax-exempt status. Our counsel also includes the review of private inurement and private benefit matters.
Our representative experience includes:
Locke Lord's health care team advises clients and creditors in the health care regulatory aspects of insolvency, Medicare and Medicaid overpayment issues and anti-assignment provisions. We offer counsel on the implications of creditor's rights as they apply to the assets of a state and federally regulated health care provider.
Locke Lord's health care team also advises clients and creditors in the acquisition of or purchase of assets from troubled financial entities on the verge of filing bankruptcy proceedings. Locke Lord's health care team has assisted clients in filing the necessary motions and/or plans to acquire bankrupt health care entities and/or assets.
Lending & Real Estate
Our lawyers have particular experience in the regulatory requirements involving real property owned or leased by health care organizations. In addition to handling all operational issues involving medical office buildings, hospitals, assisted living centers and similar facilities, we help real estate and health care industry clients comply with the regulatory hurdles unique to the health care industry, including zoning, permitting, environmental law, long-term care facility regulation and fraud and abuse analysis.
We represent lenders on a national scope in a variety of health care related credit facilities, including tax-exempt financings and conventional ABL and cash-flow deals for senior living facilities, hospital systems, group purchasing systems for hospitals, physician groups, academic and non-profit medical centers, third party administrators and insurers, laboratories and pharmaceutical and medical device companies. With the assistance of our IP lawyers, we can advise our clients on the nuances and specialized issues inherent in this area.
We have one of the nation’s largest bond counsel practices and are one of the few major general practice law firms in the U.S. devoting a substantial portion of its practice to public finance law. A major part of our bond counsel practice is devoted to financings for hospitals and other health care providers. We have established complex security structures for hospitals and health care systems, including master trust indentures, multiple series of bonds, credit enhancers, liquidity providers, hedge agreements and current and advanced refundings.
Strategic Initiatives, Joint Ventures & Outsourcing
Our lawyers assist health industry clients in developing innovative business structures and relationships to take advantage of opportunities and tackle the challenges facing the health care industry today. We draw from our health care industry and business experiences, and considerable experience in representing both health care providers and health insurer, to counsel clients on the regulatory and other legal implications raised by these novel and industry-leading business relationships and joint ventures. We counsel our clients on the development of appropriate business structures suited to meet their objectives, contracts to memorialize their strategic and client relationships, and standard operating contracts to commercialize any resulting new products, services or technologies. Furthermore, our role in the development of these new relationships involves counsel on federal and state fraud and abuse considerations, HIPAA and state data sharing concerns, corporate practice of medicine and the appropriate licensure, roles and oversight of health care professionals, insurance licensure and compliance, and the assumption of downside financial risk. Our experience includes:
A Locke Lord team led by Ashlee Knuckey (Chicago) represented WellCare Health Plans, Inc., as national insurance and health care regulatory counsel, in the sale of its Missouri and Nebraska Medicaid plans to Anthem, Inc., in connection with its merger with Centene Corporation.
A Locke Lord team comprised of Douglas Gray (Providence), Ralph Loren (Boston) and Baker Coon (Providence) represented Juvenescence Limited, a leading drug development company based in the British Virgin Islands, focused on the development of therapies to increase human longevity, in connection with the launch of its latest joint venture project, FoxBio Inc.
A Locke Lord team led by Pete Barrett (Providence) represented Vendome Medquest, LLC, a subsidiary of Vendome Group, LLC, in its sale of ENT Journal to Sage Publications, Inc.
A Locke Lord team led by Ashlee Knuckey and Tim Farber (Chicago) represented WellCare Health Plans, Inc. as insurance and healthcare regulatory counsel, in the completed acquisition of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and MeridianRx, a pharmacy benefit manager (PBM).
Cigna Acquisition of QualCare. A multi-disciplined team of Locke Lord lawyers represented Cigna Corporation in its acquisition of New Jersey-based QualCare Alliance Networks, Inc.