Epstein Becker Green (EBG) has served as an advisor to private equity for thousands of transactions over 20 years and has continued to advise their portfolio companies in operational and compliance matters as well as add-on or tuck-in transactions by those portfolio companies. We have extensive knowledge of virtually every health care vertical, and decades of experience translating our deep regulatory understanding and governmental knowledge into actionable business intelligence. Throughout the life cycle of an investment, EBG’s experience allows us to evaluate likely regulatory and reimbursement futures, identify and mitigate risks, address and correct health regulatory concerns, and partner with companies to ensure compliant and successful growth. Wherever a buyer may be in the life cycle of an investment—acquisition, growth, or exit—EBG’s advisors can provide solutions to the issues it faces.
Market Research, Sector Background, and Regulatory Forecasting
As investors consider a particular geographic or market sector, EBG’s deep experience across the health care landscape provides our clients with actionable intelligence. Whether their questions concern the application of existing regulatory or reimbursement structures, the risks associated with a particular sector, or providing insights into likely future regulatory changes, EBG can provide the benefit of our decades of industry-specific experience to guide their evaluations.
Target Selection and Due Diligence
EBG’s extensive experience makes us especially well suited to evaluating target companies according to the size of the investment and the sponsor’s risk tolerance and at a reasonable cost. In addition to a deep institutional understanding of the laws and regulations that govern health care companies, our attorneys have spent decades advising health care companies on a variety of business and operational topics. We understand the industry, we understand the businesses, and—most importantly in a diligence scenario—we understand where they can go wrong. If you are evaluating a target or sector, we can provide fast, practical advice on the health of health care companies that goes far beyond a compliance checklist.
Deal Negotiation and Entity Structuring
Health care acquisitions bring a unique set of challenges when it comes to negotiations and structuring. Whether a transaction involves specific health care licensing or accreditation issues, required structuring (such as compliance with fraud and abuse or state corporate practice laws), negotiating with groups of providers or unions, or addressing particular compliance and regulatory issues, we have done it before. We excel at finding easily explained solutions to some of the most difficult health care acquisition complications. EBG gets complex health care deals done.
Insurance and Lending Negotiations
As part of our commitment to every deal, EBG leverages our extensive experience negotiating with lenders and with reps and warranties insurance providers to find the best results for our clients. Describing complex health regulatory risk areas sufficiently to bring comfort to lenders and insurers—and reviewing commitment documents to ensure those lenders don’t overreach—is part of EBG’s work on nearly every significant transaction. In addition to excelling at explaining complex regulatory issues to lenders and insurers, EBG’s extensive history in the middle market means we are trusted by insurers and lenders alike.
Platform Structuring and Growth Planning
Platform acquisitions should be a starting point for entity growth strategizing. How will your company be structured as it grows? How will you incentivize physicians and other providers? How will you provide ancillary services? How will you ensure efficiencies of scale translate into improved margins as the entity grows? How do federal and state health care laws impact your structural and growth plans? EBG has spent decades advising national and international health care companies on how to best structure their acquisitions and operations for efficient and compliant growth. Our top-tier industry and government experience, coupled with our deep regulatory knowledge, allows us to guide clients to effective structures that meet financial goals while ensuring regulatory compliance and allowing for rapid growth.
Operations and Compliance
EBG’s experience as counsel to hundreds of health care businesses means we know the industry. Going beyond “check the box” compliance reviews, our advisors can develop right-sized compliance programs for companies at any stage of development, oversee implantation and operation (either alone or in partnership with in-house personnel), and ensure operations and compliance functions scale properly during often frenetic growth periods. Whether through our attorneys or our consultancy firm, EBG Advisors, EBG knows your industry and can offer the right solutions as your investment grows.
Compliance Counsel to the Board
The compliance responsibilities of corporate boards for health care companies are becoming more complex and demanding every year. Federal and state regulators seem more and more eager to use corporate board action or inaction to connect portfolio company misconduct to investor liability. EBG regularly serves as an advisor to boards on compliance matters, distilling complex problems down to action items that address a board’s governance responsibilities without overwhelming its agenda.
Problem-Solving: Investigations, Disclosures, Government Relations, and Litigation
If it’s a problem affecting a health care company, EBG has likely seen it before and provided advice on how to fix it. After decades of evaluating and, where necessary, disclosing, reporting, repaying, or litigating, we understand health care regulatory problems inside and out. From the formation of compliance incident response plans and internal investigations and auditing, to external audit responses, contesting overpayment demands, and correcting compliance concerns around federal and state fraud and abuse laws, EBG has been solving complex health care problems since 1973.
Add-Ons and Tuck-Ins: Compliant Growth
EBG understands that an investor’s acquisition of a portfolio company is the beginning, not the end. Our fee and staffing structures make us well suited to remain as regulatory, employment, and, in some cases, corporate or transactional counsel to portfolio platforms beginning the add-on and tuck-in growth process. Having worked with some of the fastest-growing health care platforms in the United States (and several foreign firms that have come to the United States and expanded nationwide), EBG understands the challenges faced by a health care company seeking rapid, cost-effective, and compliant growth. We regularly work closely with or as in-house counsel alongside a portfolio company’s development resources to right-size add-on diligence, standardize acquisition forms and structures, and ensure that both acquired and de novo structures remain inside the lines of state and federal laws governing health care companies.
Platform Value Maximization: Consulting and Analysis
EBG Advisors boasts a group of subject matter experts that provide clear and informed advice on the current and potential future regulatory environment affecting health care and life sciences transactions. We seamlessly combine our legal experience with that of clinicians, coding professionals, technicians, and compliance and regulatory experts to translate complex regulatory and compliance concepts into practical business advice that health care investors need.
Exit Diligence and Transaction Support
Platforms grow fast, and fast growth can lead to surprises during exit diligence even for highly involved investors. EBG has advised hundreds of companies through the sale process, including internal appraisals, audits and diligences, structural streamlining advice, and advice regarding any necessary regulatory “clean-up.” EBG’s experience allows us to adjust and correct, before diligence, any problems or inefficiencies that may affect value, and then work during the sale process to ensure the deal moves smoothly and the seller receives the best possible exit value. Whether working with or functioning as transactional counsel, EBG’s advice helps health care entity sales go smoothly.