Kate L. Bechen

Corporate

• Represent UpHealth Holdings, Inc. in its merger with GigCapital2, Inc (a special purpose acquisition company). This transaction involved: (i) the acquisition by UpHealth of five operating companies, one of which was a cross-border acquisition of an Indian target, and several involved extensive healthcare licensing and regulatory complexities, (ii) negotiation of the business combination agreement with GigCapital2, (iii) a PIPE and convertible note round totaling $285M, and (iv) the additional merger of Cloudbreak Health, LLC. Once complete, the implied market capitalization is anticipated to be in excess of $1.6B, and UpHealth will be one of the largest global digital health companies.
• Guide multiple companies through de-SPAC business combinations with special purpose acquisition companies (SPACs).
• Guide multiple companies through going-public corporate readiness projects.
• Represented nationwide veterinarian practice with nearly 100 shareholders in its $250M sale to private equity buyer. The transaction involved numerous pre-closing acquisitions, which increased client value. Consideration was combination of cash and rollover equity in parent of buyer.
• Advised emerging businesses on entity formation, articles and bylaws, shareholder or investor agreements, operating agreements, joint ventures, governance issues and financing transactions.
• Participated in numerous purchase and sale transactions, including acquisitions of portfolio companies for private equity firms and mergers of high-growth companies.
• Managed regular Securities and Exchange Commission (SEC) reporting obligations of publicly traded companies and advised on SEC compliance issues. Assisted privately held clients in raising capital with private offerings of securities pursuant to various exemptions from registration under the Securities Act of 1933 and state securities laws.
• Managed several large-scale commercial contract review projects in which attorney teams leverage state-of-the-art software to draft and implement template agreements and a client-specific contract review platform and process.

Crisis Management

• As key member of the firm's CARES Act resource team, advised clients on accessing COVID-19-driven financial assistance, including Paycheck Protection Program (PPP), Economic Injury Disaster Loans (EIDL) and Main Street Lending Program.

Healthcare

• Represented regional healthcare system in $100M hospital acquisition from leading national health system.
• Represented Midwest health system in $50M animal laboratory sale, with one month from letter of intent to closing.
• Assisted regional nonprofit health clinic in multiyear pharmacy and clinic acquisitions and mergers as part of strategic growth plan.
• Represented seller in all aspects of $150M sale of a chain of rehabilitation hospitals, including state and federal licensing transfer and HSR filing.
• Advised health systems, hospitals, academic medical centers, group practices, surgery centers, imaging centers, fitness and wellness businesses and healthcare technology companies on business structure and governance, contract negotiation and drafting, medical staff and clinical care issues, HIPAA and consumer privacy concerns, licensure and scope of practice, clinical trials and institutional review board (IRB) compliance, and regulatory compliance matters (including Medicare, Medicaid, Stark and Anti-Kickback).
• Represented health systems in the acquisition and divestiture of hospitals, ambulatory surgery centers and imaging centers.
• Advised on strategic alignment options between physician groups and private equity investors, taking the form of management agreement arrangements, stock sale transactions and asset sale transactions.
• Served as legal counsel to a health system's institutional review board (IRB). Attended IRB meetings; provided legal guidance; reviewed clinical trial agreements and reviewed IRB fee agreements, business associate agreements and nondisclosure agreements.
• Served as legal counsel to academic medical center's joint venture entities, including independent diagnostic testing facility, fertility clinic and ambulatory surgery centers.
• Represented health insurance company in launch of new health insurance plan that was joint venture with health system. Served key role in strategic planning and ultimate corporate structuring of new venture, drafted all corporate and transaction-related documents, and supported internal legal counsel on regulatory approval matters.