Health Care Mergers & Acquisitions

We handle M&A transactions in the highly-regulated and continuously evolving health care environment. Our attorneys include deal lawyers who represent buyers and sellers of health care companies in all phases of merger, acquisition, divestiture and other business combination transactions. In addition, our attorneys 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. The transactions involve managed care companies, accident and health insurers, third party administrators (TPAs), pharmacy benefit management companies (PBMs), as well as other health care industry participants and other health products and services. Our experience includes:

Directing due diligence efforts
Preparing and negotiating acquisition and divestiture agreements and ancillary transaction documents
Structuring and closing deals
Representing regulated companies in state and federal government change of ownership administrative proceedings and hearings
Managing multi-state regulatory approvals for M&A transactions
Representing buyers and sellers of auctioned businesses
Coordinating and integrating legal analysis of antitrust, labor and employment, real estate, intellectual property, tax and other specialized legal support required by the transaction
Counseling clients on post-transaction integration planning

Representative Projects:

Serving as Special Regulatory Counsel:

Represented a national health care company in obtaining change of ownership regulatory approvals in connection with its purchase of a managed care enterprise with HMOs, life and health insurance companies, TPAs, management companies, Medicare programs and a PBM operating in numerous states.
Represented purchaser in obtaining change of ownership regulatory approvals in connection with its acquisition of a managed care organization.
Represented a private equity firm and its partners in obtaining change of ownership regulatory approvals in connection with their investment in a California Medicare HMO.
Represented a California specialized dental HMO in obtaining change of ownership regulatory approvals in connection with the sale of a substantial equity interest in the HMO to a private equity firm.
Represented the seller of a managed care organization in obtaining change of ownership regulatory approvals for the sale.

Serving as Corporate and Regulatory Counsel:

Represented purchaser in the acquisition of a managed care enterprise comprised of HMOs, life and health insurers, TPAs and management companies operating in multiple states and U.S. territories in a merger transaction.
Represented purchaser in the acquisition of a TPA’s disability business in a stock transaction.
Represented purchaser in the acquisition of a Texas full-service HMO and Texas health insurance company in a stock purchase transaction.
Represented purchaser in the acquisition of a full-service Colorado HMO in a stock purchase transaction.
Represented national PPO company in the acquisition of a regional PPO in a merger transaction.
Represented purchaser in the acquisition of an e-prescribing business in an asset purchase transaction.
Represented purchaser in the acquisition of a Florida HMO and related staff model medical clinics in a stock purchase transaction.
Represented purchaser in the acquisition of a specialized dental HMO and related TPA and management company operating in California in a stock purchase transaction.
Represented regional PBM in the acquisition of a national PBM in a merger transaction.
Represented purchaser in the acquisition of company which owned and maintained a website to market health products, services and information targeted to seniors in a merger transaction.
Represented seller in the sale of subsidiary workers’ compensation insurance company in a stock purchase transaction.
Represented purchaser in the acquisition of a specialized behavioral health HMO in California and its related utilization review and claims administration business in Nevada in an asset purchase transaction.