AHLA Health Care Transactions Program | Advanced Transactional Models and Considerations in Outpatient Provider Affiliations and Joint Ventures

Program Description:

• The evolution and convergence of provider models and how they drive the need to reframe and establish new investment and affiliation opportunities among private equity, private physicians, employed physicians of hospitals, and for-profit and not-for profit tertiary providers, including academic medical centers
• Transaction structuring strategies and tools to mitigate and manage the regulatory, licensing, and payment impact of
  • Accelerated migration of traditionally inpatient procedures to outpatient settings as the model for high quality and low cost care interacts with medical and technological innovation (for example, total joints and complex ortho are moving to ASCs)
  • The remaining importance of sites of service for clinical services requiring an inpatient setting (such as high-complexity cardiology cases and emergent interventions), the growth of procedures involving local anesthetic and conscious sedation being performed in the office setting, as well as navigating the economic and practical effects in a transaction
• Recent innovations, trends and shifts in outpatient provider M&A concepts and contractual provisions related to purchase price mechanics, due diligence, governance, transition services, indemnification and risk allocation and post-closing covenants related to restrictive covenants, changes of ownership and “bad physician” scenarios
• Key comments related to emerging trends in fraud and abuse laws in evolving regulatory landscapes, such as no-surprise laws, out of network arrangements and ancillary provider arrangements (such as laboratory, pharmacy and similar arrangements) typical of outpatient providers
• The changing business environment for independent outpatient provider facilities (such as a “stand alone” outpatient center), in the context of the rapid and significant growth of large physician practice platforms
• “Battle tested” draft language, provisions and examples showing various types of approaches depending on triggering factors and circumstances

Speakers:

• James Bowden, Senior Managing Counsel, Development  United Surgical Partners International, Dallas, TX
• Ethan Rii, Ice Miller LLP, Chicago, IL