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Orthopedic and Spine Transactions

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Baker Donelson's Health Care Transactions team provides comprehensive legal counsel to orthopedic, spine, and pain management practices navigating in a dynamic environment.

Overview


Orthopedic, spine surgery, and pain management practices are experiencing a wave of consolidation, with private equity firms and health systems actively acquiring and building multisite platforms. Outpatient migration is accelerating, as more joint replacements, spine procedures, and pain interventions are performed in ambulatory surgery centers (ASCs), driven by advances in minimally invasive techniques and changing reimbursement models. Practices are also expanding into ancillary services such as imaging, physical and occupational therapy, durable medical equipment, biologics, urgent care, and occupational health to diversify revenue and improve patient outcomes.

At the same time, reimbursement pressures and regulatory scrutiny are intensifying. Medicare and commercial payers continue downward adjustments to reimbursements, while also expanding the types of surgical procedures that can be performed in an ASC. Orthopedic and other musculoskeletal (MSK) providers are also engaging more "bundled payment" and other innovative programs both with Medicare and commercial payors.

Baker Donelson's Health Care Transactions team provides comprehensive legal counsel to orthopedic, spine, and pain management practices navigating this dynamic environment. Our attorneys advise on strategic transactions, including practice sales, mergers, acquisitions, recapitalizations, and joint ventures with private equity sponsors, health systems, and strategic partners. We assist with facility development, including ASC formation, licensing, and ownership arrangements, as well as the integration of imaging, therapy, biologics, and urgent care services.

We also advise on management services organization (MSO) structures and governance models that comply with corporate practice of medicine (CPOM) laws and Stark and Anti-Kickback laws and regulations.

We also are active in connection with negotiation of professional service agreements, co-management arrangements, and other affiliation models with hospitals and health systems. Moreover, we have advised a number of orthopedic and spine surgeons who are dissatisfied with their hospital employment and professional service arrangements on separations that allow them to enter into new partnership transactions with MSK-focused investors and strategic platforms.

With deep experience representing orthopedic, spine, and pain management groups in strategic transactions, joint ventures, and ancillary service development, Baker Donelson is committed to protecting physician interests, maximizing practice value, and supporting operational growth.

Results may vary depending on your particular facts and legal circumstances. Some of these matters were handled by a current Baker Donelson professional while associated with a prior firm.

  • Represented a medical practice in Nevada in its joint venture with a national ambulatory surgery center (ASC) management company.

  • Represented a large orthopedic surgery group and ambulatory surgery center in Pennsylvania in an affiliation with a large health system.

  • Represented a large orthopedic surgery group in Virginia in a transaction with a private equity-backed platform.

  • Represented an orthopedic surgery group as a founding practice in a large orthopedic surgery supergroup.

  • Assisted an orthopedic group practice in negotiating several agreements related to a strategic health partnership with a hospital system.

  • Completed the sale of a large orthopedic practice to private equity, negotiated the definitive agreements, and led the management team through the stages of the transaction to its closing and the transition to private equity ownership.

  • Negotiated the sale of an add-on orthopedic practice to an existing private equity platform and assisted in a self-disclosure and settlement on a regulatory matter.

  • Closed the sale of a practice to private equity as an add-on to a platform in another state. Given the size and prestige of the client, this was effectively a platform acquisition in Colorado. The sale required heavy negotiation focused on business goals and contractual provisions to protect the client's interest and guard against client concerns.

  • Represented orthopedic practices in connection with their respective sales to a prominent orthopedic group practice entering into the New Jersey market.

  • Events Relevant to All Physician Specialties

  • "The Intersection of PE and MSOs, Part 1: Benefits and Pre-Transaction Considerations," CV Transforum Fall '24 Conference (October 2024)
  • "Private Equity Physician Deals: What Investors, Physicians, and Hospitals Need to Know in 2023," American Health Law Association (AHLA) Health Care Transactions 2023 Conference (April 2023)
  • "The Anatomy of a Private Equity Transaction and Process," 6th Annual Physician Transactions Conference: The Future of Healthcare Conference Series™ (March 2023)
  • "The (Still) Robust Market for Physician Groups," 6th Annual Physician Transactions Conference, The Future of Healthcare Conference Series™ (March 2023)
  • "The Anatomy of a Physician Group Transaction with Private Equity," 2022 Physician Transactions Conference (March 2022)
  • "Key Terms and Protections for Physicians in Sale Transactions," Physician Transactions Conference, The Future of Healthcare Conference Series® (February 2022)
  • "The Process of Undergoing a Strategic Medical Practice Transaction," 2021 Physician Transactions Conference (April 2021)
  • "Assessing Strategic Options and Practice Value in the Wake of the Pandemic," 2021 Physician Transactions Conference (April 2021)
  • "Exit Planning and Strategic Transactions for Physician Groups," AllianceBernstein (June 2020)
  • "Part 3: The Transaction Process, Key Protections for Physicians, and How to Prepare," Physician Group Transactions 2020 (May 2020)
  • "Part 2: Beyond the First Partnership – Second Bites and More," Physician Group Transactions 2020 (April 2020)
  • "Part 1: What's Going On, and What Do You Need to Know?," Physician Group Transactions 2020 (April 2020)
  • Orthopedics

  • "Anatomy of a Partnership Transaction: What to Expect at Each Stage," 2025 Physician Transactions Conference: Orthopedic & Spine, The Future of Healthcare Conference Series® (March 2025)
  • "A New Strategic Option to Consider – ESOPs for Medical Groups," 2025 Physician Transactions Conference: Orthopedic & Spine, The Future of Healthcare Conference Series® (March 2025)
  • "Keynote Panel: 'Life After Closing' of a Partnership Transaction from the Perspective of Orthopedic Surgeons Who Pursued Different Strategic Options," 2025 Physician Transactions Conference: Orthopedic & Spine, The Future of Healthcare Conference Series® (March 2025)
  • "How to 'Extricate' from a Hospital PSA or Employment Agreement that is Not 'Working Out' to Participate in a Strategic Transaction," 2025 Physician Transactions Conference: Orthopedic & Spine, The Future of Healthcare Conference Series® (March 2025)
  • "How Orthopedic & Spine Groups Are Valued and How to Maximize Practice Value by Getting Your House in Order," 2025 Physician Transactions Conference: Orthopedic & Spine, The Future of Healthcare Conference Series® (March 2025)
  • "How to Navigate the Changing Competitive Landscape: Partnership Strategies for Orthopedic Group Executives," AAOE (January 2025)
  • "Private Orthopedic Groups: Latest Updates, Pros & Cons, Second Bites, 'Life After Closing,' and Other Strategic Options," AAHKS Annual Meeting 2024 (November 2024)
  • "Private Equity in Orthopedics: Opportunities, Challenges, and Strategic Insights," American Alliance of Orthopaedic Executives (AAOE) 2024 Annual Conference (April 2024)
  • "Optimizing Your Program's Value: Pre- and Post-Transaction Strategies," CV Transforum Spring 2024 Conference (April 2024)
  • "State-of-the-State of Orthopaedics: Private Equity and Mergers/Acquisitions in Health Care: Acquisitions in Health Care," American Academy of Orthopedic Surgeons (AAOS) 2024 Annual Meeting (February 2024)
  • "Mini-Symposium on Private Equity & Orthopedic Surgeons," AAHKS Annual Meeting 2023 (November 2023)
  • "Returns, Risks, and Rewards: Structuring Strategic Transactions for ASCs and Surgery Groups," 29th Annual Becker's ASCS Conference (October 2023)
  • "Deep Dive on Private Equity Deals for Orthopaedic Groups," Orthopaedic Summit 2023 (September 2023)
  • "Latest Trends on Orthopaedic Group Transactions and Outlook for Q4 of 2023 & 2024," Orthopaedic Summit 2023 (September 2023)
  • "The Top Reasons Why So Many Orthopaedic Groups Are Pursuing Private Equity Transactions," Orthopaedic Summit 2023 (September 2023)
  • "How to Extricate Yourself from a Hospital PSA or Employment Agreement to Be Able to Benefit from a Lucrative Private Equity Transaction," Orthopaedic Summit 2023 (September 2023)
  • "Life After Closing of a PE Deal, from the Perspective of Six Mid-Career Orthopaedic Surgeons Who Partnered with Six Different Private Equity Platforms," Orthopaedic Summit 2023 (September 2023)
  • "How to Maximize Your Practice's Value by 'Getting Your House in Order'," Orthopaedic Summit 2023 (September 2023)
  • "Understanding Private Equity: Is It for You?," American Orthopaedic Society for Sports Medicine (AOSSM) Annual Meeting (July 2023)
  • "Strategic Transactions for Spine, Orthopedic, and Pain Management Groups," Spine, Orthopedic + Pain Management-Driven ASC Conference (June 2023)
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  • "Contract Negotiations for the Young Arthroplasty Surgeon," American Association of Hip and Knee Surgeons (AAHKS) Fellows Orthopaedic Continued AAHKS Learning (FOCAL) Committee (November 2020)

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