We help nonprofit health care borrowers execute virtually every financing structure in their market and, in some cases, have even created the structure to address unique situations, and we serve as bond, borrower or underwriter’s counsel for health care bonds issued in 40 states and the District of Columbia. We draw on this experience to help our clients identify and understand the risks associated with various strategies, analyze possible outcomes and make informed decisions so that our clients achieve their financing and other strategic objectives. This, together with our commitment to collaboration with all members of a financing team, is what makes us a particularly valuable and trusted partner.
Our Health Care Finance team regularly ranks as the #1 bond counsel in the United States and commands the highest market share for health care financings among law firms (based on dollar volume), including for 2020 and 2021. We also work with most of the largest nonprofit health systems in the United States. More than data points, these rankings reflect the fact that a significant number of hospital executives and their advisers consistently put their trust in our Health Care Finance team.
Our roots in health care finance structures are deep – Orrick literally wrote the book on master indenture financings, starting with the first master indentures developed in the late 1970s. Since then, we have led innovation of master indentures. Our work covers the spectrum from start-up health care providers to the top national nonprofit health care systems and covers a wide variety of providers, including multi-hospital systems, stand-alone critical access hospitals, children’s hospitals, academic medical centers, clinics (including federally qualified health centers), retirement facilities, skilled nursing facilities, and ancillary health care providers, including proton therapy centers and blood banks. We are long-standing members of the finance teams for many of the most active borrowers of health care bonds in the nation, such as Adventist Health System/West, Ascension, Kaiser Permanente, Northwell Healthcare, Inc., NYU Langone Hospitals, Oregon Health and Science University, Sutter Health and the University of California Health System, among others. Our national health care finance practice means that we work with issuers, borrowers and underwriters across the country.
In short, we have a robust understanding of our clients’ business and have been financing health care needs for many decades, and we bring that experience to play by efficiently developing transaction structures, diligence approaches and document provisions that are tailored for virtually any type of borrower and that reflect the current evolving health care climate in which clarity and future flexibility are essential.
Our Health Care Finance team consists of more than 30 lawyers and 10 project managers/paralegals who devote significant or, in some cases, all of their time to nonprofit health care finance. This team is located in Austin, Houston, Los Angeles, New York, Portland, Sacramento, San Francisco, Seattle and Washington, D.C. In staffing our teams, we also draw on Orrick’s practitioners in other specialties to enhance our client service, including tax, securities regulation, derivatives, litigation, real estate, restructuring, commercial law, corporate governance, data protection and antitrust. Because of this integrated approach, we are able to provide comprehensive legal advice to structure transactions that support our clients’ financing objectives.
Our Public Finance Tax group has unmatched expertise in and experience with the types of tax issues raised in health care finance transactions, such as acquisition financings, refundings, derivatives, post-issuance compliance, work-out financings and IRS audit defense. Moreover, members of the Public Finance Tax group are regularly in contact with officials at the Bond Branch of the IRS Chief Counsel Office and Treasury. This ongoing contact provides our Tax group with an up-to-date understanding of our regulators' thoughts on evolving areas in health care.
The disclosure practice in health care finance is closely aligned with the SEC rules for registered offerings. We bring particularly deep knowledge of federal securities law; anti-fraud disclosure (Rule 10b-5); continuing disclosure (Rule 15c2-12); municipal advisor rules; SEC investigations and enforcement actions, and intersection with the securities laws that apply to private placements (4(a)(2), Rule 144A and Reg D); and tender offers. Our long-standing former colleague Bob Fippinger is the author of the leading treatise on public finance disclosure, The Securities Law of Public Finance. In addition, many of the Orrick practitioners who support our Health Care Finance team worked with the SEC and provide valuable perspective for navigating challenging disclosure issues and developing best practices.
Our Health Care Finance team regularly consults with other Orrick practitioners to obtain their views and insights on a full range of specialized areas that impact health care finance, especially when business structures, financing products or practices that are new or unusual in the health care industry or the public finance market are introduced or recommended to our clients. For information on expertise, in addition to tax and securities, see the Practices page.
In a deal shaped by an Orrick team’s legal guidance, Kaiser Permanente’s massive $4.2 billion bond sale won The Bond Buyer’s overall 2017 Deal of the Year Award. Our Public Finance team served as bond counsel to the California Health Facilities Financing Authority with respect to the tax-exempt bonds and as special finance counsel to Kaiser with respect to the taxable bonds. The transaction represented the largest aggregate financing by a 501(c)(3) healthcare institution, the largest taxable issuance by a 501(c)(3) healthcare institution, and the largest Green Bond issuance by any healthcare organization.
Orrick served as underwriter’s counsel to JPMorgan in connection with Presence Health’s massive debt refinancing. The hospital system took out a bridge financing and restructured its entire debt portfolio with a $1 billion issue led by JPMorgan. The sale marked the largest high-yield not-for-profit healthcare deal in recent history and generated significant savings for Presence to reinvest and focus on its turnaround plan.
BLX Group, LLC, our unique, wholly owned subsidiary, supports clients with all types of post-issuance compliance services including preparation of a final allocation of bond proceeds and non-bond proceeds, private business use review and calculation, continuing disclosure services, arbitrage rebate and yield restriction analyses, and assistance preparing Schedule K to the Form 990 Tax Form for 501(c)(3) organizations. In addition, BLX provides ESG and Sustainable Finance Consulting services and is an approved verifier with the Climate Bonds Initiative and a registered observer of the ICMA Green and Social Bond Principles.
For additional information about Orrick’s Public Finance practice, please contact [email protected].
Bond Counsel for bonds issued for the benefit of the following health care entities, among others:
Orrick also acts as one of two bond counsel firms for bonds issued by the Washington Health Care Facilities Authority.