Health Care

We regularly represent investment banks as special health care regulatory counsel in the syndication of large equity and debt offerings in connection with the purchase of health care entities. We also serve as special health care regulatory counsel to private equity firms in their purchase of public and private companies. We also represent large lenders in connection with large credit facilities for heath care entities, including loans for debtors-in possession and companies exiting bankruptcy.

Winston & Strawn has been an active participant in the health care sector of the public finance market from its inception, having served as special health regulatory counsel to major investment banks, large lending institutions, and private equity firms, as well as bond counsel to the New York State Medical Care Facilities Finance Agency, the Dormitory Authority of the State of New York (into which the Medical Care Facilities Finance Agency was eventually merged) and the State of Connecticut Health and Educational Facilities Authority. As special health regulatory counsel, we represent investment banks in multi-billion dollar and multi-million dollar bond offerings and financings, and in IPOs, for health care providers. Our work includes assisting banks in due diligence with regard to health regulatory issues and in drafting health care portions of offering memoranda in SEC filings.

In the not-for-profit health care lending arena, our attorneys advise clients in close to $2 billion per year in financings. This association with some of the nation’s foremost issuers of health care debt has provided our attorneys with opportunities to represent other clients in these areas, such as underwriters, credit and liquidity providers, and the health care providers themselves. The firm’s representatives have been involved in a substantial number of health care financings, working on a regular basis with organizations in the health care sector ranging from substantial health systems to stand-alone hospitals, nursing homes and inner city health clinics, in addition to our work with special health care providers, such as not-for-profit associations that provide services to the disabled (e.g., United Cerebral Palsy, NYSARC, Inc.).

Our work with health care providers regularly includes the structuring of unusual transactions. For example, we recently worked with a joint venture between two regional health systems that, through the use of proceeds derived from the sale of tax-exempt bonds by two local industrial development agencies, permitted the acquisition of the assets of a troubled nursing home and psychiatric hospital in one case, and a bankrupt community hospital in the other case. In both instances, the joint venture was permitted to assume control of those entities and restructure their debt in an effort to make those facilities viable again.

In addition to the innovative transactions described above, our experience in health care financing also includes the following:

• Representing investment banks as special health care regulatory counsel in the multi-billion dollar bond portion of the leveraged buyout of a for-profit hospital chain in what was then the largest leveraged buyout in history.
• Representing investment banks as special health care regulatory counsel in the financing and bond offering in connection with the merger of two of the largest dialysis providers.
• Represented a private equity firms in their acquisitions of laboratory companies, including the acquisition of a publicly traded company.
• Represented an investment bank in the syndication of a debt offering for a large nursing home provider.
• Represented a private equity firm in several acquisitions of companies providing home health aides.
• Represented an investment bank in connection with a debt offering in connection with the acquisition by a private equity firm of a specialty hospital company.
• Represented investment banks in the debt financing of an acquisition by a private equity firm of a large provider of outsourced physician staffing and administrative services to hospitals and other healthcare providers.
• Representing investment banks as special health care regulatory counsel in numerous financing arrangements.
• Represented a large, diversified financial institution in connection with a debtor in possession financing for a hospital operating under Chapter 11.
• Served as health care counsel for several private equity funds in the acquisition of a public cardiac specialty hospital company.