EFFECTIVE RESULTS

Long-Term Care Organizations - Senior Housing and Skilled Nursing Facilities

Transactions

We assist our long-term care organization clients with mergers and acquisitions, joint ventures and partnering arrangements, restructurings and reorganizations, dispositions and carve-outs, and venture capital and other transactions. We also advise clients on a wide range of agreements with vendors, suppliers, purchasing groups, payors (including Medicare and Medicaid), PBMs, PDPs, wholesalers and residents. We are experienced in advising long-term care organization clients on the regulatory compliance issues attendant to transactions, including fraud and abuse issues, safe harbor regulations, and regulatory issues impacting relationships with other participants in the continuum care chain.

Frequently, transactions involve such disparate legal areas as health care, tax, antitrust, environmental, real estate, labor and employee benefits. Our transactional lawyers regularly team with lawyers in these and other practice areas to resolve client problems. For example, our transactional lawyers work closely with the firm’s tax group to employ structures designed to maximize the tax benefits available to our clients and evaluate the impact of UBTI and taxation of for-profit ventures in the long-term care organization context.

Representative examples of our transactional work include:

  • counseling a national assisted living group in a $3+billion sale to a REIT
  • advising a skilled nursing, assisted living and institutional pharmacy purchasing group in its $1 billion sale
  • counseling long-term care organizations and investor groups in the investment, acquisition, management, lease and operations of a 50+ nursing and assisted living facility transaction
  • advising a long-term care organization in acquisitions and dispositions of pharmacies, rehab, home health and hospices
  • counseling a private equity firm in its acquisition of a long-term care company
  • advising an operator of institutional pharmacies in its sale to a national operator of institutional pharmacies in nursing facilities, assisted-living facilities, hospitals and other long-term care settings
  • forming pharmacy joint venture between long-term care providers and other providers
  • negotiating and drafting agreements with vendors, payors, PBMs, PDPs, wholesalers and suppliers for long-term care networks
  • advising a long-term care organization purchasing group in strategic "tuck-in" acquisitions and dispositions.

Regulatory

We represent long-term care organizations in dealing with regulatory issues affecting commercial health care transactions, as well as those impacting their operations.

These issues generally fall under federal fraud and abuse laws, (including the federal Anti-Kickback Statute and safe harbors), Stark, civil monetary penalties law, the False Claims Act, health care fraud statutes, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Medicare Parts A, B and D and state regulatory requirements concerning operations, facility management, local code requirements and resident rights. Representative regulatory engagements include:

  • advising skilled nursing and assisted living facilities on federal and state reimbursement issues including Medicare and Medicaid, change of ownership laws and regulations, state operational requirements, including local building code and facility standards and resident issues
  • advising a long-term care organizations in connection with mergers and acquisitions and the regulatory implications of such transaction and navigating state licensing and change of ownership requirements
  • counseling the largest long-term care purchasing group in the country on fraud and abuse issues, safe harbor regulations, and regulatory issues impacting its relationships with skilled nursing and assisted living facilities
  • advising nursing and assisted living facilities in connection with joint venture arrangements
  • structuring vendor agreements with hospitals, as well as rehab, home health, pharmacy and hospice providers in compliance with Stark and the federal Anti-Kickback Statute
  • structuring rebate, allowance and fee arrangements with manufacturers, vendors and GPOs
  • advising long-term care organizations in connection with interpretation and implementation of HIPAA HITECH privacy, security, and transaction and code set regulations, including development of privacy policies, notices, authorizations, and business associate arrangements
  • counseling long-term care organizations on the provision of “value-add” services and the regulatory implications of such arrangements