Contact me at bkelley1@cox.net; 602 549 7478.I have represented nonprofit, governmental and for-profit entities in a variety of affiliation transactions, from hospital acquisitions and sales to strategic affiliations not involving a change in control, to sales of business lines such as home health, hospice, personal care, medical office buildings and senior living facilities. The form of transaction depends on client objectives. A strategic affiliation transaction is a contractual relationship between, typically nonprofit, providers intended to increase efficiencies without a change in control. Sometimes it is a prelude to an acquisition; in other situations, it is intended as a permanent arrangement that produces increased efficiencies for both. It is not typically a preferred means of raising capital, although the transaction documentation can be structured to provide for a direct loan from the larger to the smaller entity to satisfy a specific need. The larger entity often agrees to make available services and professionals on a “cost” basis to the smaller entity. System branding, gpo participation and access to qualify standards are common benefits of the transaction.. The smaller entity reserves a number of powers; ideally, each requires the other’s consent to establish new programs in the service area.Sale TransactionA sale involves a change in control. It can be implemented as a result of a desire to produce efficiencies; it is often implemented following a decision that the prospective seller cannot survive long term as a stand-alone facility. The form of transaction can be an asset acquisition, a sole member substitution, a long term prepaid lease or a whole hospital joint venture. Negotiations revolve principally around the type of commitments required by the entity proposing to be acquired (including purchase price) as well as reserved powers intended to maintain the seller's nonprofit mission.
Listed skills include Capital Markets, Due Diligence, Finance, Financial Analysis, and 14 others.
