Represented a healthcare corporation in the sale of 15 micro hospitals to Saint Luke’s Health System in Kansas City and St. Vincent Hospital in Indianapolis, including sale of hospitals, negotiating assumption of $45 million of operating liabilities and $150 million of facility lease liabilities, and restructuring of over $80 million of debt.
Representation of a medical group in connection with the organization and capitalization of an entity for physicians to invest proceeds and negotiation of a subsequent joint venture with a major hospital system to open and operate a new freestanding emergency and urgent care facility.
Represented the minority owner and operator of free standing emergency centers in the sale of the membership interests to a national hospital operating company.
Represented regional sponsor and developer of free standing emergency departments in connection with a consolidating restructure transaction in anticipation of a sale of the consolidated enterprise.
Represented regional sponsor and developer of free standing emergency departments in multiple capital raises through private placements under Regulation D of the Securities Act of 1933.
Represented a developer in connection with the acquisition of raw land and development of stand-alone acute and emergency care medical facilities throughout Texas.
Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: • Initial organization • Two series of friends and family fundraising • The negotiation of several hospital system joint ventures • A private equity investment by a Dallas-based private equity firm • Bank credit facility • The formation of physician staffing company subsidiary • Acquisition and development of real estate • Employment and HR matters
Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals
Represented medical services professional in wrongful termination matter involving unique issues of disability, perceived disability, and failure to accommodate under the ADA and ADAAA.
Defended two Montgomery-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they left to open their own practice. Successfully defended the physicians against the former employer’s efforts to obtain an injunction. The case settled soon after the court denied the former employer’s request for an injunction.
Defended two Conroe-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they started their own family practice. The hospital also claimed the physicians breached fiduciary duties of loyalty by unfairly competing with the hospital. The trial court denied the hospital’s request for a temporary injunction, allowing the physicians to continue serving their patients and the Conroe area. The case settled soon after the denial of the temporary injunction.
Representation of a Houston-based veterinary practice in its sale.
Representation of a revenue cycle management company in its initial organization and ongoing corporate needs.
Representation of a memory care facility in connection with its initial organization and round one capital.
Representation of a developer and operator of multi-unit Alzheimer’s residential facilities
Representation of a startup developer/operator of acute care micro-hospitals throughout the Midwest in connection with: •Initial organization •Two series of friends and family fundraising •The negotiation of several hospital system joint ventures •A private equity investment by a Dallas-based private equity firm •Bank credit facility •The formation of physician staffing company subsidiary •The formation of billing and collections subsidiary •Acquisition and development of real estate •Employment and HR matters
Representation of a Texas-based 24-hour emergency medical care company in connection with a private equity investment by Austin Ventures and the development of joint ventures with non-profit hospital systems in San Antonio, Dallas Ft. Worth and Austin, Texas and Denver, Colorado for the development of 20+ micro-hospitals
Successfully defended a hospital system in a qui tam action alleging Medicare and Medicaid fraud under FCA. Representation included working with DOJ who declined to intervene and then successfully defending the underlying lawsuit against the qui tam Relator.
Represented a dentist and her practice against claims by another dentistry practice for tortious interference. The plaintiff alleged the defendant tortiously interfered with a noncompetition agreement it had with another local dentist by conspiring to solicit patients in violation of the agreement. Successfully obtained an early dismissal in exchange for a nominal settlement payment.
Defended two Montgomery-area physicians against claims by their former employer. The former employer, a Conroe-area hospital, alleged the physicians breached a noncompetition and nonsolicitation agreement when they left to work for another hospital. Successfully obtained a summary judgment that the physician noncompetition agreements were not enforceable because they did not contain a clause related to the continuing care of patients with acute illnesses. The case settled soon after the court granted the physicians’ motion for summary judgment.
Represented a nonprofit hospital system in the sale of two multi-building hospital facilities and related medical office buildings in the Rio Grande Valley.
Represented a Texas-based company in its operation of emergency room facilities across the state, including the acquisition of the real estate, development of facilities, strategic corporate formation and joint venture transactions with national hospital systems.
Represented a major regional health care system in the disposition of a 138-unit retirement and health care center.
Represented a developer in connection with the acquisition of raw land and development of stand-alone acute and emergency care medical facilities throughout Texas.
Represented a health care system in South Texas in a lawsuit against former insurance agents for violations of the Texas Insurance Code, violations of the Texas Theft Liability Act, conversion, fraud, fraud by non-disclosure, negligent misrepresentation, and breach of contract.
Represented a Houston-based medical transcription business in the sale of the business to a strategic purchaser located in Atlanta, Georgia.
Represented the seller of acute care centers in action brought by buyer for fraud and breach of contract alleged to have arisen in connection with asset purchase transaction. Litigation resulted in favorable summary judgment ruling on buyer’s claims for breach of contract. At trial on buyer’s fraud claims, made successful motion to exclude damages testimony of buyer’s expert, resulting in directed verdict on buyer’s fraud claims.
Represented a Houston-area renal care and dialysis clinic in the sale of the company to a private equity purchaser.
Successfully defended a benefits plan administrator against ERISA claims brought by a plaintiff seeking to recover benefits under group life insurance policy. Certain claims against the client were dismissed through a Rule 12(b)(6) motion and the remaining claims were dismissed via summary judgment.
Worked with senior management of regional health care system in connection with structuring $200 million of bond financing and senior credit.
Represented a Texas-based hospital system in connection with the acquisition, disposition, financing and/or formation of joint ventures constructing, owning and/or operating Acute Care Hospitals; Ambulatory Surgery Centers; Cancer Centers; Imaging Centers; Long-Term Acute Care Hospitals; Medical and Professional Office Buildings; Skilled Nursing Facilities; Wellness Centers.
Structured a sale leaseback transaction involving a skilled nursing facility with for-profit and not-for-profit parties in a multi-tiered joint venture.
Structured a sale leaseback transaction involving a for-profit hospital with institutional, strategic and physician investors.
Represented a Texas-based hospital system in connection with the formation of a joint venture and private placement of securities to local surgeons for the development, construction and operation of an ambulatory surgery center.
Represented a large regional health system in connection with the acquisition of a hospital for $67 million.
Represented Emerus Hospital Partners in connection with a $30 million private equity investment by Austin Ventures.
Representation of Valley Baptist Health System as lead counsel in connection with: • The acquisition of Brownsville Medical Center • The issuance of $200,000,000 of tax-exempt bonds • Joint ventures for the development and operation of ambulatory surgery centers, a cancer center, a wellness center, long term acute care hospitals, skilled nursing facilities and similar ancillary facilities • The ownership and operation of a health plan • Major bank credit facilities • Employment matters • State and Federal Court Litigation
Represented Valley Baptist Health System of Harlingen, Texas, in connection with the acquisition of a 243-bed acute care hospital in Brownsville, Texas, from Tenet Healthcare Corporation.