Providers

Willkie has extensive experience in the health care and life sciences field, both in the United States and abroad. We represent companies and investors in the areas of biotechnology, pharmaceuticals, medical technology, wellness and providers. Our work includes corporate transactions, mergers and acquisitions, joint venture transactions, compliance matters, IP issues, patent litigation and counseling, and general litigation.

Willkie has extensive experience in the health care and life sciences field, both in the United States and abroad. We represent companies and investors in the areas of biotechnology, pharmaceuticals, medical technology, wellness and providers. Our work includes corporate transactions, mergers and acquisitions, joint venture transactions, compliance matters, IP issues and general litigation.

Business Reorganization and Restructuring

  • Medical Resources, Inc.: Represented Medical Resources, an operator of diagnostic imaging centers primarily in the northeastern U.S., in its chapter 11 and restructuring case.

    Sunrise Senior Living, Inc.: Represented Sunrise in the restructuring of its equity and debt position in a portfolio of six Sunrise-managed senior living facilities. As part of the transaction, Sunrise and its previous capital partner in the portfolio, Metropolitan Connecticut Properties Ventures, LLC, a subsidiary of MetLife, transferred their respective equity interests in the portfolio to a new joint venture owned 30 percent by Sunrise and 70 percent by CNL Income SL II Holding, LLC, a subsidiary of CNL Lifestyle Properties.

    Texas Health Resources (THR): Represented creditor Warburg Pincus in the chapter 11 case of THR.

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Capital Markets

  • Brookdale Senior Living Inc.: Advised on the following offerings involving Brookdale, an operator of senior living communities and dementia care facilities throughout the United States:

    • Represented the underwriters, led by BofA Merrill Lynch and Goldman, Sachs & Co as the joint book-running managers and CSCA Capital Advisors, LLC and RBC Capital Markets as the co-managers in Brookdale Senior Living’s $300 million offering of common stock.  We also represented Morgan Stanley & Co. LLC in Brookdale’s $621 million secondary offering.
    • Represented the underwriters, led by BofA Merrill Lynch, J.P. Morgan and RBC Capital Markets, in Brookdale Senior Living’s public offering of an aggregate $316.25 million ($275 million initial issuance and $41.25 million greenshoe) of 2.75 percent convertible senior notes due 2018.

    Connectmed.com: Advised Connectmed, a provider of direct medical and interactive telemedical care for underserved areas, on multiple rounds of financing.

    Health Equity, Inc.: Represented Health Equity, Inc., one of the largest U.S. Health Savings Account non-bank custodians, in its initial public offering and follow-on offerings.

    Ventas, Inc.: Represented Ventas, the leading senior housing and healthcare REIT in the United States, in numerous offerings and related transactions, including:
    • $925 million offering of senior notes.
    • $1.13 billion secondary offering of Ventas common stock by Lazard Real Estate Partners.
    • $275 million offering of senior notes.
    • $600 million offering of senior notes.
    • $700 million aggregate principal amount public offering of %4.750 Senior Notes due 2021. Issued by the company's operating partnership, Ventas Realty, Limited Partnership, and a wholly owned subsidiary, Ventas Capital Corporation, the notes were guaranteed, on a senior unsecured basis, by the company.
    • $300 million offering of common stock.
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Corporate Matters

  • Pharmaceutical Marketing Services, Inc. (PMSI): Provided PMSI, a provider of information and market research services to pharmaceutical and healthcare companies in the United States, with general corporate and board representation for various matters.

    Schein Pharmaceuticals, Inc.: Represented founding family members in connection with the reorganization of Schein Pharmaceuticals, Inc., the spin-off of Henry Schein, Inc. (the largest distributor of healthcare products and services to office-based medical and dental practitioners, laboratories and veterinary clinics, and related institutions), and in connection with stock sales and governance matters.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Calvert Street Capital Partners/Lagniappe Health Systems: Represented Calvert Street in its acquisition of Lagniappe Health Systems.

    CapStreet Group/ Keais Records Service, LLC:  Represented CapStreet Group in its acquisition of a majority stake in Keais Records Service, LLC, a leading medical records processor.

    Centerbridge Partners/Superior Vision: Represented Centerbridge Partners in its acquisition of Superior Vision Corporation, a leader in managed vision care, from Nautic Partners.

    Electra Investment Trust plc/Capitol Health Partners: Represented Electra in connection with its private equity investment in Capitol Health Partners.

    HealthcareSource/Francisco Partners/Insight Venture Partners: Represented HealthcareSource, the leading provider of talent management solutions for the healthcare industry, in its agreement to be acquired by private equity firm Francisco Partners. Insight Venture Partners was the majority owner of HealthcareSource.

    Insight Venture Partners/Kinnser Software: Advised Insight on its $40 million investment in Kinnser, a Web-based software solutions provider.

    MedAssets, Inc.: Advised this provider of healthcare supply chain management and revenue cycle management services on its acquisition-related transactions with the following companies:

    • Pamplona Capital Management: Advised MedAssets on its agreement to be acquired by Pamplona Capital Management for $2.7 billion.
    • SG-2, LLC: Represented MedAssets on its $142 million acquisition of healthcare market intelligence and strategic analytics platform, Sg2.

    PAI Partners/DomusVi/SARquavitae: Represented PAI Partners and its portfolio company DomusVi in the pending acquisition of SARquavitae, one of the leaders of elderly care services in Spain, valuing the company at approximately €440 million on an enterprise basis.

    PAI Partners/DomusVi: Represented PAI Partners in its acquisition of a majority stake in DomusVi, a leading French retirement and nursing home company.

    Quantum Strategic Partners/Oak Street Health: Represented Quantum Strategic Partners in its minority investment in Oak Street Health, operator of primary care centers focused on seniors in the Chicago metropolitan area. 

    RegionalCare: Represented Warburg Pincus portfolio company RegionalCare Hospital Partners, an owner and operator of regional acute care facilities, in its agreement to be acquired by Apollo.

    SenioCare/Waterland Private Equity: Advised Waterland Private Equity on the acquisition of SenioCare.

    Sunrise Senior Living, Inc.: Represented Sunrise, which owns and operates approximately 400 senior living communities throughout the United States, Canada and Europe, in the following M&A-related transactions:

    • CNL Lifestyle Properties and Arcapita: Represented Sunrise in a combined purchase, sale agreement and joint venture with a wholly owned subsidiary of CNL and an affiliate of Arcapita, which was Sunrise's joint venture partner in 29 Sunrise-managed communities. As part of the transaction, Arcapita sold its 90 percent ownership interest in the joint venture for $262 million to a new joint venture between CNL Lifestyle Properties and Sunrise, while Sunrise contributed its interest in the previous joint venture for a 40 percent ownership interest in the new venture.
    • Morgan Stanley and AL U.S. Development Venture, LLC: Represented Sunrise in a two-part transaction involving the $45 million buyout of joint venture partner Morgan Stanley’s entire 80 percent interest in AL, a joint venture which indirectly owns 15 Sunrise-managed assisted living facilities, together with an extension and modification of the joint venture’s existing $370.5 million loan from HSH Nordbank AG.

    UBS Securities/Ramsey Health Care: Represented UBS Securities in the sale of Ramsey, an international hospital group.

    Ventas, Inc.: Advised on acquisition-related transactions with the following entities, enabling this S&P 500 company to become the leading senior housing and healthcare real estate investment trust (REIT) in the United States:

    • Cogdell Spencer Inc.: Represented Ventas in its acquisition of Cogdell Spencer, a REIT focused on medical facilities, for approximately $770 million including debt.
    • Nationwide Health Properties, Inc.: Advised Centerview Partners LLC, financial adviser for Ventas’ $7.4 billion stock-for-stock acquisition of Nationwide, a publicly traded REIT that invests in senior housing facilities, long-term care facilities and medical office buildings throughout the United States. The deal created one of the largest REITs at the time and the leading healthcare REIT by equity value.

    Warburg Pincus/ComplexCare Solutions: Represented Warburg Pincus in its $40 million investment in ComplexCare Solutions, Inc., a health services company.

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Other Significant Matters

  • HealthSouth Corporation: Participated in investigations or inquiries into potential accounting issues and financial reporting matters at Healthsouth.

    Meridiam and Ronesans: Represented Meridiam and Ronesans as the main sponsors of the first healthcare PPP project in Turkey. The  €550 million project will create a major healthcare facility in Turkey’s fifth largest city,  The 250,000 square meters facility will include a general hospital, an oncology hospital,  a cardiovascular hospital , a women and children's hospital, a physical medicine and rehabilitation hospital, and a forensic psychiatric hospital.

    NDC Health: Advised NDC on “one-stop shopping” bank/bond acquisition and recapitalization financing for NDC, an Atlanta, Georgia-based provider of electronic health information processing services for pharmacies, physicians and hospitals.

    Sponsors (including Meridiam, Rönesans, Sila Group, and Sam Yapi): Represented the Sponsors and the project company in the second healthcare public-private partnership (PPP) in Turkey, which provides for the design, financing, construction, operation and maintenance of a new 476-bed hospital in Yozgat, Turkey.

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