Platinum Sponsor:

Health Care Transactions May 10-11, 2018 | Gaylord Opryland® Resort & Convention Center | Nashville, TN

For the most up-to-date information and to register, visit our website at www.healthlawyers.org/programs

Health Care Transactions

Planning CommitteeJohn R. Washlick, Program ChairJohn B. HardcastleClevonne M. JacobsJay A. MartusJames F. Owens

Learning Objectives• The latest developments, strategies, and deal

forecasts

• Legal issues involving contemporary health care business transactions, including emerging care models, M&A trends, financing techniques, deal risk management strategies, post integration lessons, and many more

• Critical business considerations before, during, and after the transaction

PROGRAM SPONSORSPlatinum Sponsor

Gold Sponsors

Silver Sponsors

eProgram Sponsor

Networking Breakfast Sponsor

Mobile App Sponsor

Twitter Feed Sponsor

ExhibitorsAmerican Hospital Directory Coker Group HealthCare Appraisers, IncHORNE LLPHuron Consulting GroupHW&Co.JTaylorKPMGLBMCMedical Management & Associates, Inc Ntracts IncPinnacle Healthcare ConsultingPYA Somerset CPAs PC Veralon Partners VMG HealthWipfli LLP

If you are interested in exhibiting or sponsorship opportunities at this program, please contact veshleman@healthlawyers.org

Hotel Information Gaylord Opryland® Resort &

Convention Center 2800 Opryland Drive Nashville, TN 37214 Reservations: (877) 491-7397

Hotel accommodations are not included in the registration fee. AHLA has reserved a block of rooms at the Gaylord Opryland Hotel at a discounted rate of $219. To make reservations, please call the hotel directly at (800) 266-9432. The group rate cutoff is April 17, 2018 and may sell out prior to this date.

Registration Fees:Postmarked and paid on or before April 17, 2018

First AHLA Member: $795

Each additional AHLA Member: $720

Non-Members: $1,045

Postmarked and paid between April 18-May 2, 2018*

First AHLA Member: $920

Each additional AHLA Member: $845

Non-Members: $1,170

* Fees increase $100 after this date

DiscountsIn-House Counsel and Solo Practitioner: $100 off full applicable rate

AHLA Academician, Government, Public Interest Professional Member: $480

Government/Academician/Public Interest Professional Non-Member: $560

AHLA One-Day Attendance Member: $400

AHLA One-Day Attendance Non-Member: $525

Practice Group LuncheonsMembers of the sponsoring Practice Group(s): $60

Non-Members of the sponsoring Practice Group(s): $70

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For the most up-to-date information and to register, visit our website at www.healthlawyers.org/programs

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Agenda Thursday, May 10, 20187:00 am-5:00 pmRegistration and Information

7:00-8:00 amContinental Breakfast, sponsored by HORNE LLP and Veralon Partners

This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome.

GENERAL SESSION

8:00-8:15 amWelcome and Introduction Marilyn Lamar John R. Washlick

8:15-9:15 amKeynote Address: The Past, the Present, and Future of US Health Care R. Lawrence Van Horn

9:15-9:45 AMCoffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, KPMG, and Wipfli LLP

CONCURRENT SESSIONS

9:45-10:45 AMA. Fundamentals Track: Overview

of the Deal Process–A Roadmap through the Paper Jungle (not repeated) Michael F. Schaff Alexander D. Sharnoff

• Pre-transaction considerations

• Non-disclosure/confidentiality/evaluation material agreements

• Letter of Intent/term sheet

• Choosing the appropriate acquisition model

• Valuation and FMV

• Due diligence

• Typical contract provisions

• Hidden risks of boilerplate provisions

• Controlling the process and managing expectations

• Post-closing transaction issues

B. Representation and Warranty In-surance for Health Care Transac-tions–What It Is, Who Is Involved, and Why to Consider Using It Patricia M. Hutter Vipul Patel Jed A. Roher

• What is representation and warranty insur-ance? What are the pros and cons of using it?

• Common coverage types. What is covered and what is not/cannot be covered

• Who acquires the insurance? Who pays for it? How much does it cost? What is the process to obtain coverage?

• How does it impact the transaction process–due diligence, timing, negotiation of definitive agreements, etc.?

C. Joint Ventures to Extend the Continuum of Care David A. DeSimone Courtney Midanek John R. Washlick

• Contribution and Asset Purchase Agreements (CAPA)

• Management service arrangements with JV partner

• Restrictive covenants and Right of First Opportunities (ROFO) for “de novo” sites

• Legal regulatory concerns of JVs in continuum

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Continuing Education Credit InformationCLE/MCLE: AHLA will be applying for 11.0 credits (including 1.0 ethics credit) for 60-minute states and approximately 13.2 credits (including 1.2 ethics credit) for 50-minute states.

CPE: AHLA will be applying for 13.0 CPE credits.

AHLA is registered with the National Associ-ation of State Boards of Accountancy

(NASBA) as a sponsor of continuing profes-sional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Com-plaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Ave. North, Suite 700, Nashville, TN 37219-2417. NASBA’s website is www.nasba.org.

CCB: AHLA will be applying for 13.2 Compliance Certification Board (CCB) credits.

Participants will be given Continuing Educa-tion Request forms at the program. Forms must be completed and returned to AHLA staff to receive credit. The sessions, unless otherwise designated, are intermediate to advance in level. This program is designed to be an update on developments in the area of health care transactions issues. There are no prerequisites or advanced prepara-tions required to register for this group live program. Those seeking accounting credits should be familiar with the basic concepts and terminology associated with health law in order to obtain the full educational benefit of this program.

• Case studies with recommendations for structur-ing ventures and improving provider continuum and regulatory compliance

D. No More Flying under the Radar: Antitrust Scrutiny of Physician-Practice Acquisitions Saralisa C. Brau Aimee E. DeFilippo Lona Fowder

• Physician-practice acquisitions continue to trigger scrutiny by antitrust enforcers, even when they are relatively small and not reportable

• While most acquisitions of physician practices are not subject to the Hart-Scott-Rodino (HSR) premerger filing notifications, the antitrust agen-cies will still challenge transactions that they deem anticompetitive, even when the transac-tions have been consummated

• Economists have begun to analyze incremental acquisitions and one recent study found that most increases in size and market concentration have originated from multiple small transactions, rather than just a few large ones

• Are small transactions or non-merger affiliations sufficient to generate incremental pricing leverage?

• Is the presence of efficiencies sufficient to over-come upward pricing incentives when small and inefficient practices become part of larger systems?

• What are other emerging issues related to small non-reportable deals generally?

11:00 am-12:00 noonE. Fundamentals Track: Due

Diligence and Letter of Intent–The Forgotten Components of a Deal (not repeated) Christal Contini Jospeh C. Hudzik

• Evaluating the advantages and disadvantages of a sale, including assessing transaction goals and risks

• Preparing for and handling the process and challenges of due diligence, including managing and mitigating fraud and abuse risks

• Establishing the deal framework through the Letter of Intent

o Incorporating necessary, useful, and hoped for provisions

o Understanding and addressing the economics and liabilities of the deal

F. Lessons Learned from Leasing: A Blueprint for Physician-Hospital Alignment Alice G. Gosfield

• The benefits of leasing over employment

• Common points of negotiation: Scope, exclusivity, post-termination covenants, dispute resolution, term and termination

• Compensation: Base, corridors, reconciliation or not, for value, co-management, centers of excellence, new forms of payment, adding or losing physicians or NPPs

• Billing, overhead and management, space and medical records

• Clinical integration: The sine qua non  and what it means

• The second negotiation

G. Private Equity Investment in Health Care: Lessons from the Inside Transactions Crystal Gordon Tizgel K.S. High Marc Saiontz Nesrin G. Tift

• Current trends and future predictions in private equity activity in health care acquisitions

• Structural considerations and reimbursement in a shifting market–delivering value across the continuum of care

• Legal and regulatory implications for PE deals, including corporate practice of medicine and licensure

• Integration tips and aftermath: Lessons from those who are going through it

C. Joint Ventures to Extend the Continuum of Care (repeat)

12:00 noon-1:15 pmLunch on your own or attend the Business Law and Governance Practice Group and Accountable Care Organization Task Force Lun-cheon

Topic: Managing Legal Risk in Accountable Care Organization Transactions Troy A. Barsky, Crowell & Moring, Washing-ton, DC James M. Daniel, Hancock Daniel & John-son PC, Glen Allen, VA This event is not included in the program regis-tration fee. Attendance is limited; additional fee; pre-registration required.

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CONCURRENT SESSIONS

1:30-2:30 pmH. Fundamentals Track: Get the

411–Keeping the Information Technology Elements of Your Transactions Online (not repeated) Alisa Lieberman Chestler Gerard M. Nussbaum Linda S. Ross

• Evolution of information technology due diligence

• Increased awareness and strategies for not letting this be the last item holding up closing

• Transition services agreements

• Harmonizing differing privacy and security requirements of participating entities

• Ownership and access to data and IP (including IP developed under any ongoing relationship)

o Handling transfer or retention of medical records and follow on duties and liabilities under HIPAA, state medical records laws, and other statutes/regulations

o Consideration technology risk, breach awareness, ransomware liability, and the role of blockchain

o Privacy and security, controls on use of data, secondary uses of data; including underlying data, aggregated data, and derivative data (e.g., benchmarks)

o Restriction on location of data (e.g., offshoring, country-based restrictions)

o Service level agreements in cooperative care relationships (e.g., ACOs, clinically integrated networks, alliance, community health collaborative)

o Aligning contract language with your business goals and realities on the ground

o Contract terms to define upfront to avoid problems on dissolution

I. The Fear of Marriage: Recent Uptick in the “Loosely Affiliated” Provider Transactions Daniel M. Grauman Megan R. Rooney

• The dating scene: Exploring motivations for looser affiliations (e.g., preserving independence and autonomy while recognizing the value in a partnership)

• Going steady: Identifying strengths and limita-tions of less integrated transaction structures, e.g.: Ensuring cultural fit; exclusivity; antitrust limitations/firewalls

• Engagement: How and when to “take it to the next level” (a more fully integrated structure)

• Wedding planning: Tips for successful manage-ment of clients, counsel, valuators, regulators, and other key participants in the transaction process

• Couples counseling: Throughout the presenta-tion, the presenters will share real life lessons learned the hard way…so you don’t have to!

J. Hot Topics in Ambulatory Surgery Transactions–Legal and Business Development Perspectives Lauren B. Jacques Ladd Mark

• Complex valuation issues in ambulatory surgery center transactions

• The emergence of hybrid-model facilities in the ambulatory surgery center space (i.e., office-based cardiac cath labs and ambulatory surgery center hybrid facilities)

• Ambulatory surgery center-health system joint venture dynamics

• Ambulatory surgery center acquisitions and ancillary businesses–physician practices, anes-thesia, pathology, etc.

• The emergence of de-novo transactions and the unique issues that they create

• Emerging issues in ambulatory surgery center transactions (e.g., total joint procedures, alterna-tive payment models/bundling, etc.)

F. Lessons Learned from Leasing: A Blueprint for Physician- Hospital Alignment (repeat)

2:30-2:45 pmCoffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, KPMG, and Wipfli LLP

2:45-3:45 pmK. Fundamentals Track: FMV

Issues in Health Care Transac-tions: Knowing the Basics– Staying Out of Trouble (not repeated) Richard A. Romero Joseph N. Wolfe

• What are fair market value and commercial reasonableness and why are they important in health care?

• FMV standards applicable to health care

• Nine questions that should be answered as part of every health care transaction

• Basic valuation principals and approaches (i.e. asset/cost, income and market approach) including the use of hybrid methods

• Common recurring challenges in health care valuation

L. In the Jungle: Hot Issues and Strategies in Private Equity Affiliations with Physician Practices Slava Girzhel Carolyn V. Metnick Glenn P. Prives

• Market trends of private equity affiliations with physician practices

• Legal and business challenges for such partnerships

• Goals and objectives of the parties and ways to achieve them

• What each party should consider in finding the right partner

• Negotiating tips and strategies from a legal perspective using past experience

• Key due diligence issues from the perspectives of the target, buyer, and the investment bank

M. Antitrust Issues in Transaction Planning for Provider Acquisitions and Affiliations Ashley M. Fischer Christine L. White John P. Wiegand

This panel will address best practices for address-ing antitrust concerns in connection with trans-action planning for provider affiliations following re-cent enforcement actions and court decisions. We will address best practices from the vantage points of the federal antitrust enforcers, in-house counsel and private health antitrust practitioners. During this presentation, we will cover the following:

• What these cases mean for provider affiliations and strategic planning

• How best to approach planning for antitrust review of provider affiliations

• The key issues to understand and address, including identifying relevant markets, efficiencies and remedies

• Best practices to avoid antitrust pitfalls

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MembershipDues are $235 for those admitted to the Bar/graduated from college within the last four years; $355 for those admitted/grad-uated between four and seven years ago; and $400 for those admitted/graduated eight or more years ago. Dues are $120 for government employees and full-time aca-demicians; $105 for paralegals, $125 for public interest professionals, and $100 for retired professionals. Include the applicable membership fee with your registration form and take advantage of the program registra-tion fee for members.

Cancellations/ SubstitutionsCancellations must be received in writing no later than April 30, 2018. Refunds will not be issued for cancellations received after this date. Registration fees, less a $125 administrative fee, will be refunded approx-imately 3-4 weeks following the program. If you wish to send a substitute or need more information regarding refund, complaint and program cancellation policies, please call (202) 833-1100, prompt #5. Please note that registration fees are based on the AHLA membership status of the individual who actually attends the program.

Special NeedsIf you have needs requiring special assis-tance or accommodations, including special dietary needs, or have questions about accessibility issues at the program, contact our special needs coordinator, Valerie Eshleman at (202) 833-0784 or veshleman@healthlawyers.org.

N. Making Legal Ethics Great Again: Professional Responsibility and the “Challenging” Client William W. Horton Kim Harvey Looney Sarah E. Swank

• Ethics dilemmas when the client seeks forgive-ness rather than permission

• The client with too many lawyers

• “What my client meant to say was …”: Professional responsibility and public statements

• Privilege, confidentiality, and advice of counsel

4:00-5:00 pmO. Fundamentals Track: Risk and

Compliance in Health Care Transactions (not repeated) Anne K. Garcia Torrey J. McClary

• Preparation–getting your own house in order for a transaction, including identifying compliance issues, disclosure, and impact on deal structure and terms

• Diligence–what to look for in diligence, quanti-fying risk, documenting issues, and advising the business and legal teams

• Documents–relevance of compliance in trans-action agreements, including representations/warranties, consideration, disclosure schedules, and indemnification

• Negotiations–using compliance as a tool in negotiations; potential deal term adjustments, including impact on price, closing conditions, and risk allocation

• Resolving Problems–addressing compliance issues so transactions can close; deal breakers

• Integration–post-closing coordination to jointly manage risk and compliance functions

P. Multi-State Behavioral Health Expansion–Navigating Multiple Multi-State and Federal Regula-tory Regimes (not repeated) Jordan Lampos Jennifer M. Lohse Purvi B. Maniar

• Valuation creation through multi-state strategy

• Economies of scale (investment in best practices, EMR, etc.)

• Larger footprint and patient pool

• Diversified payer base

• Leveraging tele-mental health for increased access

• Management team sophistication

• Implementing a multi-state regulatory compliance program

• Telehealth/CON

• Certificate of need and facility licensure requirements

• Multiple federal and state privacy regimes

• Varying state corporate practice requirements

Q. Legal Issues in Designing and Valuing Physician Incentives in an Age of Certain Uncertainties Andrea M. Ferrari Clevonne M. Jacobs Neerja Razdan

• The anatomy of a “typical” incentive arrangement yesteryear versus today

• Case studies on the effect of incentives on the three prongs of regulatory compliance – “fair market value,” “commercial reasonableness,” and the “volume or value” standard”

• New rules and realities of shared risk and payment stacking in the post-MACRA, post ACO, post-bundled payment world

• The good, bad and ugly of incentive payments that were previously allowed or prohibited, but may not be in the future, including gainsharing and other incentives that may (or may not) require regulatory waivers to be permissible

• Tips for meeting the evolving challenges of addressing current financial realities while acknowledging current and future regulatory changes and enforcement priorities

R. Selected Issues in the Sale Process of a Community Hospital John B. Hardcastle Michael Ramey

• Legal, valuation, and practical issues in the request for proposal process

• Preparing for due diligence–identifying and remedying items that will affect the deal and value in advance of buy side diligence

• Considerations and provisions in structuring the arrangement to protect the charitable mission and community assets of the hospital

• Means to ensure appropriate consideration is received for the value of a community hospital

• State regulatory and antitrust issues associated with sales of community hospitals

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5:00-6:00 pmNetworking Reception and Diversity+Inclusion Reception, hosted by AHLA’s Diversity+Inclusion Council sponsored by PYA

Join AHLA for a Diversity+Inclusion Reception. Learn more about AHLA’s diversity and inclusion initiatives. Network with AHLA leaders and your fellow colleagues. This event is included in the program registration. Attendees, faculty, and registered spouses and guests are welcome.

Friday, May 11, 20187:30 am-3:45 pmRegistration and Information

7:30-8:30 amContinental Breakfast, sponsored by HORNE LLP and Veralon Partners

This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome.

7:30-8:20 amNetworking Breakfast, hosted by AHLA’s Women’s Leadership Council, sponsored by Huron Consulting Group

This event is not included in the program registration. Attendees and faculty welcome; limited attendance; no additional fee; pre-registra-tion required.

CONCURRENT SESSIONS

8:30-9:30 amS. International Health Care

Transactions (not repeated) Jill H. Gordon Ruthy Khawaja Rowena Regalado Manlapaz

• International transactions generally: How are international transactions different from domestic transactions?

• Process: From conversations to the definitive agreements

• General contract provisions

• Sample affiliation structures

• Operational issues

T. Long-Term Value Creation through Effective Post-Merge Integration (not repeated) Michele P. Madison Mark Reiboldt

• Validated strategic vision of merger/affiliation

• Key objectives and targets for integration

• Identify and evaluate synergies and gaps

• Leadership, structure, team, and governance

• Metrics, reporting, timeline, process, and milestones

• The roadmap for integration

• Implementation

U. Troubled Hospitals: Hard Choices and Successful Pathways Michael N. Fine Scott Phillips Isaac Squyres John C. Tishler

• The number of distressed hospitals in America is growing, thanks to various market conditions including reimbursement, out-migration, recruit-ment, geography/demographic and ownership structure

• Many hospitals are engaging in or considering transactions and partnerships to address their unique challenges. We will discuss six options hospitals typically face:

o Merger

o Affiliation

o Consolidation

o Downsizing

o Repurposing

o Closure

• For each type of transaction, three areas of consideration will be detailed:

o Operations–facility condition, staffing, payers, service lines, referral patterns, management/governance, financial, patient safety, and quality

o Legal–policies, regulation, real estate, tax, contracting, antitrust, and boards

o Communications–stakeholders, strategy, tim-ing, reputation, message/messenger, approach, transparency and tools

• Integration issues, post transaction, will also be discussed, including EMR, unions, culture, in-surance, risk management, compliance, revenue cycle management and debt settlement

• On the flip side of the transaction, the buyer has specific characteristics they are seeking in a partner. Those characteristics will be discussed, including quality, operations, consolidations options, strategic plans, and communication

M. Antitrust Issues in Transaction Planning for Provider Acquisi-tions and Affiliations (repeat)

9:45-10:45 amV. Looking under the Skin of the

Dermatology Acquisition Trend (not repeated) Paul A. Gomez Alex Kajan

• Growth in the dermatology specialty

• The supply side: Why dermatology practices are selling

• The demand side: Why buyers are buying

• Valuation approaches and issues

• So, you’ve decided to sell (or buy), what’s next?

• Take away and practical tips

W. Top 10 Lessons Learned from First to Second Generation Transactions Involving Physicians and Health Systems R. Michael Barry Max Reiboldt

• The top 10 lessons learned from alignment transaction models (first to next generations)

• Hybrid incentive models

• Tactical plans for how best to deal with these more complex hybrid transactions from both the physician and hospital perspectives

• Examples of contractual language that addresses these complex transactions

• Issues surrounding legal/regulatory compliance pertaining to these more complex (hybrid incen-tive) transactions

• “Real world” success stories relative to these transactions

X. Digital Health Start-Ups and Mergers and Acquisitions–Key Considerations Paul D. Squire

• Digital health startup activity and its relation to changes in health care delivery and reimbursement.

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Spouse/Guest FeeFor an additional $50 spouses and adult guests can register to attend the reception on Thursday evening and the breakfasts on Thursday and Friday mornings. Children are welcome to attend these events at no additional charge.

TravelATC Travel Management (ATC) has negoti-ated discounts with Delta, Hertz, and Alamo to bring you special airfares and car rental rates lower than those available to the public. Discounts apply for travel for AHLA 2018 meetings, discounts available 3 days pre/post meeting start/end dates. Restric-tions and a service fee may apply. ATC will also search for the lowest available fare on any airline.

ATC TRAVEL MANAGEMENT 1-800-458-9383 email: reservations@atcmeetings.com

ATC is available for reservations from 8:30 am until 8:00 pm Eastern, Monday through Friday.

• MACRA and the impact on health care quality, access, and costs.

• The regulatory challenges of digital health start-ups given their nexus between health care and technology

• Analysis of HIPAA, fraud and abuse, FDA regulations unfair trade practices, trademark and IT issues for digital start-ups

• Impact of cybersecurity on digital health start-ups

• Key issues for purchaser/investors to consider in digital health start-ups

L. In the Jungle: Hot Issues and Strategies in Private Equity Affiliations with Physician Practices (repeat)

11:00 am-12:00 noonY. Laws Are Meant to Be Ignored (or

at least changed): The Important (and often overlooked) Role of Media and the Political Process in Successful Health Care Transactions (not repeated) Michael S. Garrison Karin Janiszewski Anne Toomey

• Planning for the public transaction

• Development of a message: The importance of story

• Looking within: The power of your own people

• Media as both sword and shield

• Innovative solutions when a transaction is in jeopardy: Removing roadblocks

• Lessons learned and rules to live by

G. Private Equity Investment in Health Care: Lessons from the Inside (repeat)

N. Making Legal Ethics Great Again: Professional Responsibility and the “Challenging” Client (repeat)

R. Selected Issues in the Sale Process of a Community Hospital (repeat)

12:00 noon-1:15 pmLunch on your own

CONCURRENT SESSIONS

1:15-2:15 pmB. Representation and Warranty

Insurance for Health Care Transactions–What It Is, Who Is Involved, and Why to Consider Using It (repeat)

D. No More Flying under the Radar: Antitrust Scrutiny of Physician-Practice Acquisitions (repeat)

I. The Fear of Marriage: Recent Uptick in the “Loosely Affiliated” Provider Transactions (repeat)

Q. Legal Issues in Designing and Valuing Physician Incentives in an Age of Certain Uncertainties (repeat)

2:30-3:30 pmJ. Hot Topics in Ambulatory

Surgery Transactions–Legal and Business Development Perspectives (repeat)

U. Troubled Hospitals: Hard Choices and Successful Pathways (repeat)

W. Top 10 Lessons Learned from First to Second Generation Transactions Involving Physicians and Health Systems (repeat)

X. Digital Health Start-Ups and Mergers and Acquisitions–Key Considerations (repeat)

Adjournment

AFFILIATION WITH

Orlando Health

DUE DILIGENCE SERVICES

Lakeland Regional Health

Congratulations

AT L A N TA | K A N S A S C I T Y | K N O X V I L L E | N A S H V I L L E | TA M PA

800.270.9629 | www.pyapc.com

PYA is proud to have served the region and its healthcare needs for nearly three decades.

Other Select Transact ions with Which PYA Assisted

MERGER WITH

VHA, Inc.

DUE DILIGENCE & TAX ADVISORY

SERVICES

University HealthSystem Consortium

ACQUISITION OF

Stringfellow Memorial Hospital

DUE DILIGENCE & MERGER INTEGRATION

SERVICES

Northeast Alabama Regional

Medical Center

AFFILIATION WITH

Monadnock Community Hospital &

Huggins Hospital

DUE DILIGENCE & INTEGRATION PLANNING

SERVICES

Catholic Medical Center

MERGER WITH

Tuomey Healthcare

System

DUE DILIGENCE & TRANSACTION ADVISORY

SERVICES

Palmetto Health

AFFILIATION WITH

Laughlin Memorial Hospital

DUE DILIGENCE & TRANSACTION ADVISORY

SERVICES

Mountain States Health

Alliance

Mountain States Health Alliance & Wellmont Health Systemfor completing a successful merger as

10

Program Schedule Thursday, May 10, 2018

7:00 am-5:00 pm

Registration and Information

7:00-8:00 am

Continental Breakfast, sponsored by HORNE LLP and Veralon Partners(This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome)

8:00-9:15 am

GENERAL SESSION

8:00-8:15 amWelcome and Introduction

Lamar, Washlick

8:15-9:15 amKeynote Address: The Past, the Present, and Future of US Health Care

Van Horn

9:15-9:45 AM

Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, KPMG, and Wipfli LLP

9:45-10:45 AM

A. Fundamentals Track: Overview of the Deal Process–A Roadmap through the Paper Jungle(not repeated)

SchaffSharnoff

B. Representation and Warranty Insurance for Health Care Transactions–What It Is, Who Is Involved, and Why to Consider Using It

HutterPatelRoher

C. Joint Ventures to Extend the Continuum of Care

DeSimoneMidanek Washlick

D. No More Flying under the Radar: Antitrust Scrutiny of Physician-Practice Acquisitions

BrauDeFilippoFowder

11:00 am-12:00 noon

E. Fundamentals Track: Due Diligence and Letter of Intent–The Forgotten Components of a Deal(not repeated)

ContiniHudzik

F. Lessons Learned from Leasing: A Blueprint for Physician-Hospital Alignment

Gosfield

G. Private Equity Investment in Health Care: Lessons from the Inside

C. Gordon High SaiontzTift

C. Joint Ventures to Extend the Continuum of Care (repeat)

DeSimoneMidanekWashlick

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Thursday, May 10, 2018 (continued)12:00 noon-1:15 pm

Lunch on your own or attend the Business Law and Governance Practice Group and Accountable Care Organization Task Force Luncheon

Topic: Managing Legal Risk in Accountable Care Organization Transactions(This event is not included in the program registration fee. Attendance is limited; additional fee; pre-registration required)

1:30-2:30 pm

H. Fundamentals Track: Get the 411–Keeping the Information Technology Elements of Your Transactions Online(not repeated)

ChestlerNussbaumRoss

I. The Fear of Marriage: Recent Uptick in the “Loosely Affiliated” Provider Transactions

GraumanRooney

J. Hot Topics in Ambulatory Surgery Transactions–Legal and Business Development Perspectives

JacquesMark

F. Lessons Learned from Leasing: A Blueprint for Physician-Hospital Alignment(repeat)

Gosfield

2:30-2:45 pm

Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, KPMG, and Wipfli LLP

2:45-3:45 pm

K. Fundamentals Track: FMV Issues in Health Care Transactions: Knowing the Basics–Staying Out of Trouble(not repeated)

RomeroWolfe

L. In the Jungle: Hot Issues and Strategies in Private Equity Affiliations with Physician Practices

GirzhelMetnickPrives

M. Antitrust Issues in Transaction Planning for Provider Acquisitions and Affiliations

FischerWhiteWiegand

N. Making Legal Ethics Great Again: Professional Responsibility and the “Challenging” Client

HortonLooneySwank

4:00-5:00 pm

O. Fundamentals Track: Risk and Compliance in Health Care Transactions(not repeated)

GarciaMcClary

P. Multi-State Behavioral Health Expansion–Navigating Multiple Multi-State and Federal Regulatory Regimes(not repeated)

LamposLohseManiar

Q. Legal Issues in Designing and Valuing Physician Incentives in an Age of Certain Uncertainties

FerrariJacobsRazdan

R. Selected Issues in the Sale Process of a Community Hospital

HardcastleRamey

5:00-6:00 pm

Networking Reception and Diversity+Inclusion Reception, hosted by AHLA’s Diversity+Inclusion Council sponsored by PYA(This event is included in the program registration fee. Attendees, speakers, and registered spouses and guests welcome)

12

Friday, May 11, 20187:30 am-3:30 pm

Registration and Information

7:30-8:30 am

Continental Breakfast, sponsored by HORNE LLP and Veralon Partners(This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome)

7:30-8:20 am

Networking Breakfast, hosted by AHLA’s Women’s Leadership Council, sponsored by Huron Consulting Group(This event is not included in the program registration. Attendees and faculty welcome; limited attendance; pre-registration required)

8:30-9:30 am

S. International Health Care Transactions(not repeated)

J. GordonKhawajaManlapaz

T. Long-Term Value Creation through Effective Post-Merge Integration(not repeated)

MadisonReiboldt (Mark)

U. Troubled Hospitals: Hard Choices and Successful Pathways

FinePhillipsSquyresTishler

M. Antitrust Issues in Transaction Planning for Provider Acquisitions and Affiliations(repeat)

FischerWhiteWiegand

9:45-10:45 am

V. Looking under the Skin of the Dermatology Acquisition Trend(not repeated)

GomezKajan

W. Top 10 Lessons Learned from First to Second Generation Transactions Involving Physicians and Health Systems

BarryReiboldt (Max)

X. Digital Health Start-Ups and Mergers and Acquisitions–Key Considerations

Squire

L. In the Jungle: Hot Issues and Strategies in Private Equity Affiliations with Physician Practices(repeat)

GirzhelMetnickPrives

11:00 am-12:00 noon

Y. Laws Are Meant to Be Ignored (or at least changed): The Important (and often overlooked) Role of Media and the Political Process in Successful Health Care Transactions(not repeated)

GarrisonJaniszewskiToomey

G. Private Equity Investment in Health Care: Lessons from the Inside(repeat)

C. Gordon High SaiontzTift

N. Making Legal Ethics Great Again: Professional Responsibility and the “Challenging” Client(repeat)

HortonLooneySwank

R. Selected Issues in the Sale Process of a Community Hospital(repeat)

HardcastleRamey

13

Friday, May 11, 2018 (continued)12:00 noon-1:15 pm

Lunch on your own

1:15-2:15 pm

B. Representation and Warranty Insurance for Health Care Transactions–What It Is, Who Is Involved, and Why to Consider Using It(repeat)

HutterPatelRoher

D. No More Flying under the Radar: Antitrust Scrutiny of Physician-Practice Acquisitions(repeat)

BrauDeFilippoFowder

I. The Fear of Marriage: Recent Uptick in the “Loosely Affiliated” Provider Transactions(repeat)

GraumanRooney

Q. Legal Issues in Designing and Valuing Physician Incentives in an Age of Certain Uncertainties(repeat)

FerrariJacobsRazdan

2:30-3:30 pm

J. Hot Topics in Ambulatory Surgery Transactions–Legal and Business Development Perspectives(repeat)

JacquesMark

U. Troubled Hospitals: Hard Choices and Successful Pathways(repeat)

FinePhillipsSquyresTishler

W. Top 10 Lessons Learned from First to Second Generation Transactions Involving Physicians and Health Systems(repeat)

BarryReiboldt (Max)

X. Digital Health Start-Ups and Mergers and Acquisitions–Key Considerations(repeat)

Squire

This free app is available in the iTunes App store or Google Play store by searching ‘AHLA’. Download AHLA, by Bravura Technologies, onto your mobile device and hit open. Choose ‘Events’ to find Health Care Transactions. Click on the event (you’ll be prompted to enter your email address). You will not be able to access the event features of a program if you are not registered for the event.

The App will include the agenda, attendee list, and access to the PowerPoint presentations.

LBMC has provided sponsorship in support of the event portion of the app.

DOWNLOAD THE AHLA APP!

Health Care Transactions May 10-11, 2018 | Gaylord Opryland® Resort & Convention Center | Nashville, TN

Platinum Sponsor:

VALUATION & PHYSICIANCOMPENSATION

STRATEGY & PLANNING

MERGERS & TRANSACTIONS

CLINICAL TRANSFORMATION& VALUE-BASED PAYMENT

TRANSFORMATIVE HEALTHCARE CONSULTINGVeralon is pleased to be

Gold Sponsors of the 2018 AHLA Health Care Transactions Program

WWW.VERALON.COM

PHILADELPHIA ATLANTA CHICAGO LOS ANGELES NEW YORK

HORNELLP.COM/Healthcare

SEE THE POSSIBILITIES.It’s time to think differently about the business of healthcare. Let’s work together to see what’s possible.

Faculty PLANNING COMMITTEE

John R. Washlick, Program Planning Chair Buchanan Ingersoll & Rooney PC Philadelphia, PA

John B. Hardcastle Bradley Arant Boult Cummings LLP Nashville, TN

Clevonne M. Jacobs Associate University Counsel Duke University Durham, NC

Jay A. Martus JAM Consulting Washington, DC

James F. Owens McDermott Will & Emery LLP Los Angeles, CA

____________________________________

R. Michael Barry Arnall Golden Gregory LLP Atlanta, GA

Saralisa C. Brau McKesson Corporation Washington, DC

Alisa Lieberman Chestler Baker Donelson Bearman Caldwell & Berkowitz PC Nashville, TN

Christal Contini McDonald Hopkins, LLC Cleveland, OH

Aimee E. DeFilippo Jones Day Washington, DC

David A. DeSimone Senior Vice President, Transformation and Chief Legal Officer CentraState Healthcare System Freehold, NJ

Andrea M. Ferrari HealthCare Appraisers, Inc. Boca Raton, FL

Michael N. Fine Wyatt Tarrant & Combs LLP Louisville, KY

Ashley M. Fischer McDermott Will & Emery LLP Chicago, IL

Lona Fowder Vice President Economists Incorporated Washington, DC

Anne K. Garcia Senior Associate Vice President and Senior Associ-ate General Counsel-Wexner Medical Center The Ohio State University Columbus, OH

Michael S. Garrison Spilman Thomas & Battle PLLC Morgantown, WV

Slava Girzhel Managing Director Cain Brothers, a division of KeyBanc Capital Markets Cleveland, OH

Paul A. Gomez Polsinelli PC Los Angeles, CA

Jill H. Gordon Nixon Peabody LLP Los Angeles, CA

Crystal Gordon Executive Vice President, General Counsel and Corporate Secretary Air Methods Corporation Greenwood Village, CO

Alice G. Gosfield Alice G Gosfield & Associates PC Philadelphia, PA

Daniel M. Grauman Managing Director and CEO Veralon Partners Philadelphia, PA

Tizgel K.S. High Vice President and Associate General Counsel LifePoint Health Brentwood, TN

16

William W. Horton Jones Walker LLP Birmingham, AL

Joseph C. Hudzik Latham & Watkins LLP Washington, DC

Patricia M. Hutter Vice President, Deputy General Counsel, Corporate Affairs UW Health Middleton, WI

Lauren Blair Jacques Bradley Arant Boult Cummings LLP Nashville, TN

Karin Janiszewski Director of Marketing/Public Relations Ohio Valley Medical Center & East Ohio Regional Hospital Wheeling, WV

Alex Kajan Founder Intellego Health, LLC Daytona Beach, FL

Ruthy Khawaja President Medpoint Health Partners, LLC Sugar Land, TX

Jordan Lampos Duff and Phelps Los Angeles, CA

Jennifer M. Lohse Vice President and General Counsel Hazelden Betty Ford Foundation Center City, MN

Kim Harvey Looney Waller Lansden Dortch & Davis LLP Nashville, TN

Michele P. Madison Morris Manning & Martin LLP Atlanta, GA

Purvi B. Maniar Norton Rose Fulbright St. Louis, MO

Rowena Regalado Manlapaz Principal Counsel University of California Oakland, CA

Ladd Mark Senior Director, Development Surgical Care Affiliates Birmingham, AL

Torrey J. McClary King & Spalding Los Angeles, CA

Carolyn Victoria Metnick Akerman LLP Chicago, IL

Courtney Midanek Senior Vice President Kaufman Hall & Associates Skokie, IL

Gerard M. Nussbaum Strategic Advisor Zarach Associates LLC Chicago, IL

Vipul Patel Senior Vice President Aon Strategic Advisors and Transaction Solution Chicago, IL

Scott Phillips Managing Director Healthcare Management Partners, LLC Philadelphia, PA

Glenn P. Prives McElroy Deutsch Mulvaney & Carpenter LLP Morristown, NJ

Michael Ramey PYA Knoxville, TN

Neerja Razdan Associate Counsel University of Maryland Medical System Baltimore, MD

Mark Reiboldt Coker Group Alpharetta, GA

Max Reiboldt President/CEO Coker Group Alpharetta, GA

Jed A. Roher Godfrey & Kahn SC Milwaukee, WI

Richard A. Romero HORNE LLP Brentwood, TN

Megan R. Rooney McDermott Will & Emery LLP Chicago, IL

Linda S. Ross Senior Vice President, Mergers and Acquisitions Counsel Trinity Health Livonia, MI

Marc Saiontz Managing Director American Securities New York, NY

Michael F. Schaff Wilentz Goldman & Spitzer PA Woodbridge, NJ

Alexander D. Sharnoff Associate General Counsel AtlantiCare Health System Egg Harbor Township, NJ

Paul D. Squire Kaufman Borgeest & Ryan LLP New York, NY

Isaac Squyres Vice President Jarrard Phillips Cate & Hancock Inc Brentwood, TN

Sarah E. Swank Senior Counsel Dignity Health Pasadena, CA

Nesrin Garan Tift Bass Berry & Sims PLC Nashville, TN

John C. Tishler Waller Lansden Dortch & Davis LLP Nashville, TN

Anne Toomey Jarrard Phillips Cate & Hancock Inc Brentwood, TN

R. Lawrence Van Horn Associate Professor of Management (Economics), Executive Director of Health Affairs Vanderbilt University, Owen Graduate School of Management Nashville, TN

Christine L. White Vice President-Legal Affairs Northwell Health New Hyde Park, NY

John P. Wiegand Federal Trade Commission Consumer San Francisco, CA

Joseph N. Wolfe Hall Render Killian Heath & Lyman PC Milwaukee, WI

American Health Lawyers Association1620 Eye Street, NW, 6th Floor • Washington, DC 20006-4010(202) 833-1100 • Fax (202)833-1105 • www.healthlawyers.org