MENU. Providing health care industry leaders with worldwide solutions to optimize their performance and profitability

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1 Health Care Key Contacts Susan M. Hendrickson Partner Princeton Mike Cowie Partner Washington, D.C Translate Page MENU Digital Health Providing health care industry leaders with worldwide solutions to optimize their performance and profitability Dechert provides health care clients with sophisticated and fully integrated legal services that draw on our firm s global resources and deep sector experience. Our lawyers have earned the trust of many of the world s leading health care industry players, including Baxter, CVS Health, Quest Diagnostics, Select Medical and Ventas. We work with clients in every part of this highly complex and diverse industry, from health care providers and systems, managed care organizations, health maintenance organizations, health insurers, to hospitals, ambulatory surgery centers, rehabilitation centers, dialysis centers, and extended and eldercare facilities, to imaging centers and assisted living facilities. Clients call on us for strategic direction involving business transactions and general corporate matters, advice on risk management, tax-exemption and funding issues, guidance on regulatory and fraud and abuse issues, representation in government investigations and on compliance matters, and for fierce advocacy inlitigations and other disputes.

2 Renowned for our transactional acumen Dechert is among the world s top-ranked law firms for private equity, M&A and capital markets. We bring a strong business focus to transactions in the health care industry, moving beyond the legal and technical aspects of deals, to address critical economic and value-related implications. Our diverse client base including private equity firms, other investment firms and investment banks and strategic companies provides us with multidimensional views of transactions, letting us spot and address deal issues dynamically to achieve client aims. By drawing on the strengths of many leading practice groups across our firm, we can efficiently and effectively address all aspects of a client s transaction, including antitrust, finance, labor, employment and benefits, finance, government regulatory, real estate and tax. Dechert provides health care clients with sophisticated and fully integrated legal services that draw on our firm s global resources and deep sector experience. Our lawyers have earned the trust of many of the world s leading health care industry players, including Baxter, CVS Health, Quest Diagnostics, Select Medical and Ventas. We work with clients in every part of this highly complex and diverse industry, from health care providers and systems, managed care organizations, health maintenance organizations, health insurers, to hospitals, ambulatory surgery centers, rehabilitation centers, dialysis centers, and extended and eldercare facilities, to imaging centers and assisted living facilities.clients call on us for strategic direction involving business transactions and general corporate matters, advice on risk management, tax-exemption and funding issues, guidance on EXPERIENCE CVS Health, a pharmacy innovation company, in a series of antitrust-sensitive billion dollar deals, including its US$12.7 billion acquisition of Omnicare. A public opposition campaign called for the Federal Trade Commission (FTC) to conduct a full second request investigation, alleging that CVS would dominate pharmacy across channels. After working with the FTC, Dechert showed that the deal would improve patient care and lower costs and that a full second request investigation was not warranted. Dechert also guided CVS Health in its US $1.9 billion acquisition of Target s pharmacy and clinic businesses and served as antitrust counsel to CVS Health in its joint venture with Cardinal Health, forming the largest generic drug sourcing entity in the U.S. The work of Dechert s antitrust/competition team on the CVS Health/Target transaction received a LMG Life Sciences M&A impact deal of the Year award (2016). Johnson & Johnson (J&J) and its affiliate Ethicon, a medical equipment developer within the J&J family of companies, in its strategic collaboration with Google, working with the Life Sciences team on advancing surgical robotics to benefit surgeons, patients and health care systems. The companies will bring together capabilities, intellectual property and expertise to create an innovative robotic-assisted surgical platform capable of integrating advanced technologies with the goal of improving health care delivery in the operating room. The companies seek to develop new robotic tools and capabilities for surgeons and operating room professionals that integrate best-in-class medical device technology with leading-edge

3 robotic systems, imaging and data analytics. Dechert s work on this collaboration received a LMG Life Sciences Collaboration Deal of the Year award (2015). Medco Health Solutions in its US$29.1 billion acquisition by Express Scripts, a deal which merged two of the three largest pharmacy benefit managers in the U.S. Our antitrust team guided Medco through an intensive eight-month review by the FTC, 32 state attorneys general and two congressional committees. Dechert s strategy, built on a value-preserving approach to risk allocation, showed that no challenge to the transaction was appropriate, notwithstanding the companies alleged high market share. Government affairs and communications strategies were also integrated to provide air cover to overcome well-organized opposition from retail and specialty pharmacy interests, allowing the FTC and state attorneys general to conduct their investigations without outside political pressure and ultimately to approve the deal without any divestiture. The work of Dechert s antitrust team on the Express Scripts/Medco transaction received a Standout rating and the highest score of the year for corporate law matters in Financial Times Innovative Lawyers (2015). The Harvard Drug Group, a distributor of generic pharmaceuticals, over-the-counter medications and related products, and its private equity sponsor, Court Square Capital Partners, in the US$1.115 billion sale of THDG to Cardinal Health in Our team negotiated and executed the transaction in a compressed timeline due to the parties business interests. J.H. Whitney Capital Partners, a private equity firm and former majority owner of PSA Healthcare, in a successful 2017 merger transaction with Bain Capital Private Equity affiliate Epic Health Services. The merger resulted in the newly named Aveanna Healthcare, which is now the nation s largest pediatric home health care company. Aveanna has 180 locations in 23 states, with 26,000 caregivers currently serving more than 40,000 patients. To execute this complex transaction, the firm assembled a team led by members of our corporate practice, which drew on the talents of lawyers from our antitrust, tax, employee benefits and litigation practices. Ipsen, a French pharmaceutical company headquartered in Paris, in its acquisition of five consumer health care products in certain European territories from Sanofi, representing a total value of about 83 million. The most significant product involved in the deal is the analgesic Prontalgine, available only in France; the remaining four products are marketed in eight European countries. This transaction strengthens the evolution of Ipsen Consumer Healthcare portfolio in France and Central Europe. Dechert s transactional, antitrust and regulatory lawyers in Paris led this complex transaction for client Ipsen. Cerberus Capital Management, a private investment firm, on the sale of real estate interests of nine acute care hospitals operated by Steward Health Care System LLC to Medical Properties Trust, Inc. The total value of the deals was US$1.25 billion, which included a US $1.2 billion investment in hospital real estate and a US$50 million equity investment in Steward by Medical Properties Trust. Steward is Massachusetts largest for-profit hospital system. As a result of the deal, Steward remains majority owned by its management team and Cerberus, and includes Medical Properties Trust as a minority investor. Ventas, a real estate investment trust (REIT), in its US$7.4 billion merger with Nationwide Health Properties and its subsequent US$3.1 billion acquisition of Atria Senior Living. The transactions required Ventas to obtain separate state licensing approval in 24 states for each of 118 senior care facilities. Dechert created a prototype application for approval, with the

4 idea of making facility-specific changes as necessary to comply with the complex regulatory requirements of each state. In doing so, the team was able to greatly reduce the agency workload and significantly shorten the time frame for approval. The entire approval process was completed in record time, taking approximately half the originally projected time frame. Centre Partners, a leading middle market private equity firm, in its acquisition of Bradford Health Services, one of the largest providers of substance abuse treatment and recovery services in the Southeastern United States. Dechert also represented Centre Partners on the sale of its portfolio company Monte Nido Holdings, LLC a leading provider of treatment for eating disorders and exercise addiction to Levine Leichtman Capital Partners. MERGERS AND ACQUISITIONS Dechert represents national and multinational health care services companies, private equity sponsors, and investment banking firms in planning, negotiating, and executing complex corporate transactions and financings. We have handled deals as big as US$30 billion, extending around the globe and across the industry spectrum. Our firm has helped many clients to form, restructure and divest health care companies, obligated bond groups and other affiliated entities. We often advise on nonprofit affiliations and divestitures; nonprofit/for-profit joint ventures; and all types of health care provider company acquisitions, sales and conversions. Dechert was ranked among the top legal advisors for total volume of M&A deals in the health care and life sciences industry in North America ( Mergermarket 2015) and was recognized as being among the top law firms for Corporate/M&A in the U.S. ( Chambers USA 2016). Our firm also was ranked among the top legal advisors in the Life Sciences/Healthcare sector in the U.S. and France ( The Legal 500, 2017). AGREEMENTS AND TRANSACTIONS We regularly represent several types of health care providers in a range of business transactions. Our team handles specialized pharmaceutical and medical device product development, licensing and distribution agreements, matters involving rules of advertising and co-promotion, and antitrust and competition challenges. We also assist clients with strategies involving outsourcing, real estate acquisition and development, business restructuring and reorganization.

5 ANTITRUST/COMPETITION Health care companies depend on Dechert s leading antitrust and competition lawyers for creative solutions to difficult antitrust issues in merger clearance, litigation and business planning. Our team advances clients goals by effectively integrating legal, economic and factual arguments into persuasive presentations before antitrust agencies, in court or at negotiating tables. Dechert has been honored with numerous antitrust recognitions, including Chambers USA s Antitrust Team of the Year (won in 2014, shortlisted in 2015), and Global Competition Review s Matter of the Year and Merger Matter of the Year Americas (2014). CORPORATE Dechert advises health care-sector companies on a range of corporate matters, including tax-exempt and for-profit business formation, tax-exempt and commercial financing, structuring, reorganization, dissolution, fiduciary issues and immigration. We regularly counsel clients on such diverse matters as information systems security, e-health, payment and reimbursement matters, and licensing. We also assist with more routine matters such as medical director, service and supply agreements. Our lawyers help clients navigate labor and employment matters involving the Employee Retirement Income Security Act (ERISA), the Occupational Safety and Health Act (OSHA) regulations, employment and collective bargaining agreements, and employee benefit and executive compensation plans. We also assist them in areas of general and professional liability, as well as directors and officers liability insurance. TAX Our tax lawyers provides inventive tax solutions that meet the challenges and objectives of health care clients most sophisticated business dealings around the globe, from corporate transactions and restructurings, to financial transactions and fund formation and investing. Dechert helps health care organizations address tax-exemption and fundraising issues brought on by unique transactions, as well as advising them on everyday business operations. Clients rely on our tax team for practical, business-savvy guidance on matters involving federal tax-exempt status, tax planning, private inurement and private benefits, intermediate sanctions, tax-exempt financing, unrelated business income tax rules, conversions to taxable entities and tax audits.

6 GOVERNMENT INVESTIGATIONS AND ACTIONS Dechert lawyers many of whom have served as federal prosecutors are well equipped to help clients advance their business and legal interests in the face of civil, criminal and regulatory investigations and disputes. Our team provides skillful representation in government investigations, audits, and inquiries involving the Medicare anti-kickback statute, the Stark laws, and the False Claims Act. We have negotiated many corporate integrity agreements with the government and have helped clients implement, monitor and enforce these programs. LITIGATIONS AND DISPUTES Our litigators represent clients in every type of health industry dispute. We have successfully handled matters involving antitrust, directors and officers liability, contract claims, certificate of need hearings, and labor and employment matters. We also have helped to resolve disputes involving service providers, patient maltreatment claims, and insurance coverage. Dechert s lawyers have experience with all aspects of administrative hearings and appeals, Health Care Quality Improvement Act (HCQIA) compliance and reporting, and complex litigation. We also have defended many clients in qui tam cases brought under the False Claims Act. COMPLIANCE Dechert s health law team advises clients on a broad array of compliance matters, helping them implement compliance programs relating to privacy, security, and other regulations promulgated under the Health Insurance Portability and Accountability Act (HIPAA), the Stark Law, the Emergency Medical Treatment and Active Labor Act (EMTALA) and other statutes. This work includes developing compliance-focused policies, procedures and training programs for clients. We often advise our health care clients on the legal implications of their day-to-day operations, including information security matters, compliance, auditing and remediation, monitoring, incident response and access controls. Related Professionals ARIF H. ALI Partner Washington, D.C. JOSEPH W. ARICO PH.D. Patent Agent

7 T London T Boston T KATHERINE ARMSTRONG Counsel New York T RICHARD L. BERKMAN Retired Partner Philadelphia T SHEILA L. BIRNBAUM Partner New York T STEVEN E. BIZAR Partner Philadelphia T View All Related Professionals Related Practice Areas Antitrust/Competition Complex Commercial Litigation Corporate Employee Benefits and Executive Compensation HIPAA Compliance White Collar Defense and Investigations