Stacey A. Borowicz

Dinsmore represented a closely-held international medical device manufacturer selling a controlling interest to a private-equity company. We advised the client through all aspects of the complex transaction including negotiating the purchase agreement, new governance structure, executive compensation, and non-compete agreements.

Dinsmore’s Healthcare and Bankruptcy attorneys collaborated to close a member substitution transaction whereby our client Health System became the sole member of a debtor hospital in a Chapter 11 action.  Dinsmore prepared the financing and joint creditor agreements as part of its representation of the acquiring Health System in its role as Chapter 11 DIP Lender and also represented Health System as the stalking horse bidder to acquire debtor hospital through a sale approved as part of its Ch. 11 Plan of Reorganization.  Dinsmore also prepared the definitive transaction agreements as part of the Ch. 11 filings, restructured the Health System’s board, prepared amended and restated Health System and debtor hospital governing documents and handled all pre- and post-closing state and federal regulatory notices and filings related to the transaction, including ODH hospital licensure and Medicare filings.   

Dinsmore routinely represents specialty medical practices in their sale transactions with private equity firms. The most recent transaction involved the sale of a 30-physician specialty practice to a national private equity company for over $19 million dollars.  These transactions include negotiation of asset purchase agreement, roll over equity agreements, management service agreement, non-competition agreements, shareholder guaranties, earn outs, unwind rights, and mitigating diligence matters. Our team also handles the corporate restructuring, including F-reorganization for platform practice, and advises on related tax implications of a transaction.

Dinsmore represents a large not-for-profit health system in the acquisition of smaller regional health systems through member substitution transactions. We handle all aspects of the transactions from leading diligence, to drafting definitive agreements, managing Ohio Attorney General filings, HSR analysis and post-closing regulatory filings. In addition, our deal team addresses ancillary legal matters such as negotiating right-of-first-refusal for related real estate, advising on WARN Act notices, or terminating pension plans.

Dinsmore represents a large not-for-profit health system in a joint venture transaction with a national for profits home health and hospice company. We handled all aspects of this asset and equity deal from regulatory compliance review, negotiation of definitive agreements and restrictive covenants, non-profit, licensure, accreditation, and Medicare/Medicaid enrollment notices and filings.

Dinsmore represented a large not-for-profit health system in the asset sale of its reference labs to a publicly traded company.  We handled all aspects of the transaction including drafting and negotiation of all ancillary agreements to ensure successful operational transition.

On behalf of a hospital system and its employed physicians, we prepared various informed consent forms, internal policies, and procedural manuals for use by licensed providers who have obtained a Certificate to Recommend Medical Marijuana from the State Medical Board of Ohio and are seeking to utilize medical marijuana as a potential treatment modality. We also advised the hospital system on navigating state and federal guidelines and avoidance of potential compliance issues and violations.

Dinsmore represented a regional health system acquiring a Medicare-certified multi-specialty ambulatory surgery center. The transaction included drafting and negotiating the Membership Interest Purchase Agreement, non-competition agreements, and related real estate purchase agreements.

Stacey has experience representing buyers and sellers in these types of transactions. Most recently Dinsmore represented a regional health system acquiring two specialty physician practices. We advised the client through all aspects of the transaction, including drafting and negotiating the asset purchase agreement, various management agreements, clinical services agreements, physician employment agreements, and affiliated real estate transactions.

Stacey completed a comprehensive effectiveness review of the enterprise’s compliance program and practices, from corporate governance, audit and monitoring, compliance education, communication and documentation, and corrective action plans. The review compared the enterprise’s policies, practices, and documentation to the OIG’s standards for an effective compliance program. The final report included recommendations and practical next steps for how to improve the enterprise’s overall compliance processes.

Stacey has experience representing hospitals, surgery centers, and specialty practices in the drafting, negotiation, and compliance monitoring of these types of arrangements.

Dinsmore advised a large Ohio nursing home through a three stages of a Medicare audit appeal in connection with physical therapy services. Our attorneys represented the client before an administrative law judge and reduced a multi-million dollar Medicare overpayment to less than $15,000.

Medicare billing and coding requirements are complex and present compliance risks for all types of providers. Mitigating these compliance risks requires experienced and sophisticated legal counsel. We represented an Ohio Ambulance Company in negotiating a settlement with the Office of the Inspector General and the Ohio Attorney General (collectively “Government”) in a matter involving non-emergency transport claims that did not meet Medicare’s medical necessity requirements. Our client voluntarily disclosed their billing errors to the Government, and they declined to pursue criminal charges. We then pursued a global resolution of the civil and administrative issues, and eventually settled this matter for an amount that was agreeable to our client.