Access to capital is a primary consideration for strategic planning in health care. Independent hospitals and small systems, and sometimes even larger systems, have trouble maintaining the liquidity and leverage that the capital markets demand. Providers face persistent demands for financial resources to update and replace technology, install and expand information systems, and maintain a competitive presence in the market, but the capital markets are not always hospitable to them.
To stay competitive and promote growth, health care organizations and their financial advisors are exploring alternatives to traditional bond financing, such as direct bank placement and lease transactions. We represent clients across the spectrum of finance transactions, including bond financing – both tax-exempt and taxable; public offerings; direct placement; traditional bank financing; construction loans; lines of credit; lease financing, swap structuring, novations and terminations; and master indenture restructuring and restatements.
The following are some examples of our recent health care finance experience:
- Acted as borrowers counsel to Billings Clinic in connection with 2014 sale by the original purchaser of direct placement bonds first issues in 2011, with related modifications to the bond indenture and borrower obligations.
- Acted as borrowers counsel to Marshfield Clinic in regard to amendment and reinstatement of a revolving credit agreement in order to provide bridge financing for a refunding of prior bonds.
- Acted as counsel to Bank of America Merrill Lynch and KeyBanc Capital Markets Inc., as underwriters, in connection with issuance and public offering by California Municipal Finance Authority of $31,960,000 Revenue Bonds (NorthBay HealthCare Group), Series 2015. The Bonds were issued to finance the first stage of a long-term capital expansion project of the NorthBay Health System, a multi-hospital system located in Solano County, Calif.
- Represented the underwriters, for whom Bank of America Merrill Lynch acted as lead manager, in connection with issuance and public offering by Pennsylvania Higher Educational Facilities Authority of $357.6 million The University of Pennsylvania Health System Revenue Bonds, Series of 2015. The Bonds were issued to refinance all or portions of various series of prior bonds issued on behalf of the University of Pennsylvania Health System to achieve overall debt service savings and to finance $150 million Health System capital expenditures.
- Served for many years as bond counsel and master indenture counsel to one of the largest nonprofit operators of senior life-care facilities in connection with in excess of $500 million of multi-state public and private capital financing and refinancing transactions.
- Represented Children’s Hospital of Orange County in the novation of approximately $170 million of existing interest rate swaps. The Novation resulted in the release of approximately $24 million of posted collateral.
- Advised Morris Hall / St. Lawrence Inc. on an innovative “greenhouse” skilled nursing financing project, one of only a few in the United States and the second in the state of New Jersey. We worked with the Public Finance Authority (PFA) in Wisconsin, which is the authority that issued the tax-exempt bonds and sold them in a private placement to several banks. The bond proceeds were loaned by the PFA to the client to build the facility.
- Representing Elm Court, Inc. with respect to the refinancing of $7.5 million in mortgage debt with a new loan backed by FHA Mortgage Insurance under the Section 223(f) program.
- Advised Arbor Glen of Bridgewater, NJ, a not-for-profit Continuing Care Retirement Community, on the operation of its forbearance agreement with its bondholders, including distribution of excess cash, engagement of an outside management consultant, the types of residence contracts being offered and strategic alternatives.
- Representing Investors Bank in a revolving credit line of credit and a tax-exempt loan, totaling $16 million, for the purpose of acquiring a skilled nursing and assisted living facility in Northern New Jersey.
- Helped a large Midwestern integrated delivery system amend and restate its 24-year old Master Trust Indenture.
- Structured the defeasance and prepayment of a 250-bed community hospital’s outstanding revenue bonds and the defeasance of its Master Trust Indenture in connection with the hospital’s affiliation with a large integrated Midwestern health system.
- In connection with the sale of substantially all of the assets of a nonprofit hospital system to a for-profit hospital company, we arranged the defeasance and prepayment of the nonprofit system’s outstanding revenue bonds and tax-exempt leases and defeasance of its existing Master Trust Indenture.
- In connection with a 200-bed urban hospital’s disaffiliation from an academic medical center and subsequent merger with a prominent suburban health system in a large Midwestern city, we structured the defeasance and prepayment of outstanding revenue bonds, pooled financing, and credit agreements and withdrawal from the academic medical center’s obligated group.
- Negotiated the direct assumption of bond obligations by a local hospital-based health system in connection with its disaffiliation from a national Catholic health system and a “reverse withdrawal” from the Catholic system’s obligated group.