Health Care – Dechert LLP

CVS Health, a pharmacy innovation company, in a series of antitrust-sensitive billion dollar deals, including its US$12.7 billion acquisition of Omnicare. A public opposition campaign called for the Federal Trade Commission (FTC) to conduct a full second request investigation, alleging that CVS would dominate pharmacy across channels. After working with the FTC, Dechert showed that the deal would improve patient care and lower costs and that a full second request investigation was not warranted. Dechert also guided CVS Health in its US$1.9 billion acquisition of Target’s pharmacy and clinic businesses and served as antitrust counsel to CVS Health in its joint venture with Cardinal Health, forming the largest generic drug sourcing entity in the U.S. The work of Dechert’s antitrust/competition team on the CVS Health/Target transaction received a LMG Life Sciences “M&A impact deal of the Year” award (2016).

Johnson & Johnson (J&J) and its affiliate Ethicon, a medical equipment developer within the J&J family of companies, in its strategic collaboration with Google, working with the Life Sciences team on advancing surgical robotics to benefit surgeons, patients and health care systems. The companies will bring together capabilities, intellectual property and expertise to create an innovative robotic-assisted surgical platform capable of integrating advanced technologies with the goal of improving health care delivery in the operating room. The companies seek to develop new robotic tools and capabilities for surgeons and operating room professionals that integrate best-in-class medical device technology with leading-edge robotic systems, imaging and data analytics. Dechert’s work on this collaboration received a LMG Life Sciences “Collaboration Deal of the Year” award (2015).

Medco Health Solutions in its US$29.1 billion acquisition by Express Scripts, a deal which merged two of the three largest pharmacy benefit managers in the U.S. Our antitrust team guided Medco through an intensive eight-month review by the FTC, 32 state attorneys general and two congressional committees. Dechert’s strategy, built on a value-preserving approach to risk allocation, showed that no challenge to the transaction was appropriate, notwithstanding the companies’ alleged high market share. Government affairs and communications strategies were also integrated to provide “air cover” to overcome well-organized opposition from retail and specialty pharmacy interests, allowing the FTC and state attorneys general to conduct their investigations without outside political pressure and ultimately to approve the deal without any divestiture. The work of Dechert’s antitrust team on the Express Scripts/Medco transaction received a “Standout” rating and the highest score of the year for corporate law matters in Financial Times’ Innovative Lawyers (2015).

The Harvard Drug Group, a distributor of generic pharmaceuticals, over-the-counter medications and related products, and its private equity sponsor, Court Square Capital Partners, in the US$1.115 billion sale of THDG to Cardinal Health in 2015. Our team negotiated and executed the transaction in a compressed timeline due to the parties’ business interests. 

J.H. Whitney Capital Partners, a private equity firm and former majority owner of PSA Healthcare, in a successful 2017 merger transaction with Bain Capital Private Equity affiliate Epic Health Services. The merger resulted in the newly named Aveanna Healthcare, which is now the nation’s largest pediatric home health care company. Aveanna has 180 locations in 23 states, with 26,000 caregivers currently serving more than 40,000 patients. To execute this complex transaction, the firm assembled a team led by members of our corporate practice, which drew on the talents of lawyers from our antitrust, tax, employee benefits and litigation practices.

Ipsen, a French pharmaceutical company headquartered in Paris, in its acquisition of five consumer health care products in certain European territories from Sanofi, representing a total value of about €83 million. The most significant product involved in the deal is the analgesic Prontalgine®, available only in France; the remaining four products are marketed in eight European countries. This transaction strengthens the evolution of Ipsen Consumer Healthcare portfolio in France and Central Europe. Dechert’s transactional, antitrust and regulatory lawyers in Paris led this complex transaction for client Ipsen.

Cerberus Capital Management, a private investment firm, on the sale of real estate interests of nine acute care hospitals operated by Steward Health Care System LLC to Medical Properties Trust, Inc. The total value of the deals was US$1.25 billion, which included a US$1.2 billion investment in hospital real estate and a US$50 million equity investment in Steward by Medical Properties Trust. Steward is Massachusetts’ largest for-profit hospital system. As a result of the deal, Steward remains majority owned by its management team and Cerberus, and includes Medical Properties Trust as a minority investor.

Ventas, a real estate investment trust (REIT), in its US$7.4 billion merger with Nationwide Health Properties and its subsequent US$3.1 billion acquisition of Atria Senior Living. The transactions required Ventas to obtain separate state licensing approval in 24 states for each of 118 senior care facilities. Dechert created a “prototype” application for approval, with the idea of making facility-specific changes as necessary to comply with the complex regulatory requirements of each state. In doing so, the team was able to greatly reduce the agency workload and significantly shorten the time frame for approval. The entire approval process was completed in record time, taking approximately half the originally projected time frame.

Centre Partners, a leading middle market private equity firm, in its acquisition of Bradford Health Services, one of the largest providers of substance abuse treatment and recovery services in the Southeastern United States. Dechert also represented Centre Partners on the sale of its portfolio company Monte Nido Holdings, LLC – a leading provider of treatment for eating disorders and exercise addiction – to Levine Leichtman Capital Partners.