Health Care & Hospitals

For more than a decade, we have served as trusted counsel to a leading senior living provider, supporting its growth and financial stability nationwide. Our work includes guiding the company through complex corporate credit matters — most recently the successful closing of a multibillion-dollar syndicated credit facility — and providing ongoing representation on real estate development needs across the country. We assist with construction financing, land acquisitions, and other development projects that help the client expand its senior living communities and better serve residents.

While at a previous firm, members of our Health Care team played a key role in the healthcare regulatory aspects of a private investment firm's acquisition of a Maryland-based CCRC operator with properties across the US. Following the closing, and continuing to this day at Miles & Stockbridge, our health care team provides comprehensive legal support to the client, advising across various critical areas including healthcare regulatory compliance, privacy, employee benefits, tax, corporate law, and several other specialized fields.

Served as lead counsel to a regional skilled nursing facility owner and operator for nearly a decade, advising on the full lifecycle of its portfolio — from initial growth through strategic divestiture. Our representation began when the client owned approximately four facilities and expanded to include a 22-facility portfolio across three states. Notable transactions included: (1) The stand-alone acquisition of a 450+ bed skilled nursing facility, which also included a limited number of state-licensed CCRC and assisted living units; (2) A five-facility portfolio transaction involving a strategic partnership with a REIT. The REIT acquired the real estate, while our client entered into a long-term, multi-site ground lease and continued to manage and operate the facilities; (3) A separate five-facility acquisition, financed through a Canadian private equity investor, featuring a complex preferred equity structure with management kick-out rights, liquidation preferences, and other negotiated protections; and (4) The sale of the entire 22-facility portfolio through four distinct transactions: a 14-facility owned portfolio sale, a five-facility leasehold portfolio transaction, and three individual facility sales. In addition to our role as transactional counsel in the deals above, we acted as outside general counsel to the client, advising on employment matters, executive compensation, debt and equity financings, union negotiations, and contract matters, while overseeing local regulatory specialists in multiple jurisdictions.

Serve as outside general counsel to a nonprofit continuing care retirement community located in Baltimore, MD. Our role is to provide legal and strategic advice on a wide range of matters, including nonprofit board governance, regulatory compliance issues, arrangements with third parties, employment matters, HIPAA, and resident issues.

Serve as outside general counsel to a nonprofit CCRC advising on regulatory compliance, employment matters, resident relations, board governance, and third-party arrangements. We are currently assisting with the establishment of a new Continuing Care at Home (CCaH) program — the first in Maryland to be affiliated with a CCRC — including corporate formation, nonprofit status, and regulatory approval. In 2023, we negotiated a strategic agreement with a major medical group affiliated with a Maryland health system to establish an on-site medical clinic for residents.

Represented a Maryland-based CCRC in a refinancing of existing tax-exempt bonds utilizing a bank-placed tax-exempt loan during a period in which the CCRC was divesting itself of two facilities. This process involved colleagues from corporate mergers and acquisitions, healthcare, environmental and real estate (zoning) practices to facilitate the transition of a longstanding banking and lending relationship to a new banking partner.

Represented a specialized investment banking firm as underwriters' counsel in connection with nearly $240 million in tax-exempt and taxable bond financing for the development and expansion of three senior living communities. The complex transaction involved navigating dual bond issuers and both senior and subordinate bonds across two states, covering both existing facilities and undeveloped sites. The innovative financing structure enables nonprofit and for-profit sponsors to collaborate effectively, providing access to more affordable tax-exempt financing methods for senior living development.

Miles & Stockbridge’s Senior Living Services team was instrumental in representing underwriter HJ Sims in an approximately $473 million multi-tranche financing for the development of a rental senior living community in Irvine, California, the largest-ever single-site senior living bond issuance. The transaction involved senior municipal bonds offered publicly to accredited investors and qualified institutional buyers that were tax-exempt and federally taxable as well as two separate tranches of directly placed tax-exempt subordinate capital appreciation municipal bonds. JLL’s Capital Markets group arranged the deal for developer Harbert Bay South Partners; owner, P3 Foundation; and property manager, Momentum Senior Living. The community will include independent, assisted living and memory care units, multiple dining rooms, indoor pool and spa and therapy rooms, among other luxury amenities.

Acquisition of Medical Technologies of Georgia, LLC, a catheter manufacturer specializing in products for paraplegics and those with limited dexterity, by HR Pharmaceuticals Inc., a healthcare consumables developer, manufacturer, and supplier.

Drafted amicus brief to Maryland’s Court of Special Appeals (now the Appellate Court of Maryland) on behalf of an interested non-party in an appeal from a medical malpractice jury verdict, which would have had statewide impact on medical providers and patients. Verdict was reversed on appeal in favor of our client’s position.

Miles & Stockbridge represents a large medical system on a variety of labor and employment litigation matters. Among them, we successfully obtained a summary judgment in federal court for hospital client in suit by former research pharmacist alleging claims under federal and D.C. law, including race and national origin discrimination, retaliation, and wrongful termination under public policy. 

Miles & Stockbridge secured a trial victory in Pennsylvania state court representing a medical provider against a claim for defamation by employee terminated after refusing to take a drug test. 

Miles & Stockbridge represents a large medical system on a variety of labor and employment litigation matters. In this work, we successfully defended one of its hospitals in a case of first impression in Maryland in which the plaintiff claimed she was denied interpreter services, in violation of the ADA, the Rehabilitation Act and the Affordable Care Act, as a companion of a patient. We also successfully defended the medical system in a federal lawsuit in which a plaintiff alleged intersectional claim of discrimination based on race and gender under Title VII and state discrimination law. 

Representation of a multi-office medical-specialty practice and ambulatory care center in a part sale/part rollover with a national portfolio company of a private equity firm

Represented a national lender in a workout of multiple credit facilities involving term loans and lines of credit, which was secured by various pieces of real estate and UCC collateral. The borrower was a health care provider who has over 30 health care facilities. We represented our client in negotiating and documenting a restructure of the loan, which positioned the borrower to ultimately obtain refinancing and pay our client in full. The case involved a complex finance structure, and we also advised our client on lender liability allegations asserted by the obligors.

Counsel to official committee of unsecured creditors of a Washington, D.C. health care facility.

Represented borrowers of all sizes, including desert franchisee, real estate developers, health care company and broadcasting network, in loan restructures and out-of-court workouts.

Represented a healthcare company in Department of Justice’s investigation of alleged False Claims Act and Anti-Kickback Statute violations.

Acquisition by leading provider of big data, cybersecurity, agile development, health IT and managed mobility services of information technology services business assets to provide acquirer with access to additional agencies of the federal government.

Representation of a hospital system with respect to acquisition of an Accountable Care Organization.

Advice to three merged specialty practices in addressing ownership and stockholder agreement issues and the establishment and ownership of related surgery centers.

Advised a regional health care organization on possible investment in a managed care organization providing services to the Medicaid population.

Affiliation of a Montgomery County community hospital with a Maryland/D.C. based multi-hospital system.

Affiliation of a Southern Maryland community hospital with a Maryland/D.C. based multi-hospital system.

Planning in connection with a corporate structuring of a seven-hospital not-for-profit health system to streamline operations and governance.

Representation of a physician-hospital organization in connection with its dissolution and liquidation.

Divestiture and novation of the TASER (Total Application Services for Enterprise Requirements) business of OGSystems, LLC, a provider of mission-critical services to the Department of Defense and Intelligence Community in support of the national security, intelligence, defense and healthcare missions, to Ball Aerospace & Technologies Corp., a subsidiary of Ball Corporation (NYSE: BLL).

Formation of a physician-hospital organization, including 70 providers and a community hospital.

Completed a hospital’s acquisition of an accountable care organization (ACO) from a publicly owned company operating ACOs throughout the country.

Advice and representation in connection with a Management Services Agreement between hospital systems.

Representation of a behavioral health care provider in a corporate planning, restructuring and acquisitions.

Representation of a multi-hospital holding company system in its formation of a LLC/joint venture between the system and a regional hospital affiliate of a national health care system.

Representation of a multi-hospital system in Maryland in its establishment, financing and tax planning.

Obtained dismissal of all claims against a healthcare provider in whistleblower action under the False Claims Act.

Representation of participating physicians in an independent physician-owned and controlled integrated delivery system and practice management company.

Represented a hospital system in response to a lawsuit in the United States District Court of Maryland claiming patent infringement. We achieved a very favorable settlement within two weeks, with the entire settlement funded by a vendor of the allegedly infringing system.

A Miles & Stockbridge team served as sell-side counsel for the sale of a 50-percent interest in a leader in prosthetic technology and personalized amputee care to an Icelandic-based company that develops, manufactures and sells orthopedics equipment. The deal involved sophisticated government contracts issues and tax restructuring.

Represented a physician practice group in a federal class action alleging unfair debt collection practices in violation of the Fair Debt Collection Practices Act and the Maryland Consumer Debt Collection Act.  After obtaining dismissal of the class action complaint, the representative plaintiff appealed and during the pendency of the appeal, the parties settled on terms favorable to the defendants and without the physician practice group paying any money.

Represented not-for-profit consortium in response to contract, trade secret and unfair competition claims in Circuit Court for Baltimore City. We achieved successful dismissal of all claims in favor of our client. 

Represented fifty-percent owner in contested acquisition of Information Management Services, Inc., a leading provider of customized support to government and commercial organizations engaged in biomedical research, supervised by a court-appointed custodian in the Delaware Court of Chancery.

Restructuring of a continuing care corporate group into a holding company organization and representation of the company in its contracting with a for-profit management company.

Closed the sale of a multi-story medical office building owned by physicians and physician practices.

Closed the sale of a 183-bed non-profit nursing center in D.C., including the sale of the operating business, as well as the underlying real estate.

Sale of a not-for-profit nursing facility in Washington, D.C., to a for-profit nursing home and rehabilitation company.

Sale of Sonexus Healthcare, LLC, a healthcare company offering a broad range of patient access and specialty commercialization services, to Cardinal Health Specialty Solutions.

The sale of an ambulatory care center to a publicly-traded national ambulatory care business.

Sale of Immediate Response Technologies, LLC, a provider of shelters, respirators, personal protection and life support products for militaries, first responders and law enforcement agencies, to AirBoss of America Corp. (TSX: BOS).

Representation of a hospital system with respect to the sale of laboratory facilities to a national non-profit organization.

The formation and syndication of ambulatory care centers among two county hospitals and physician investors.

The formation, expansion and combination of two urban hospitals into a multi-hospital health care system.