For the third time in three years, lawyers at Spell Pless Davis Saurol worked up the sale of Rockdale Medical Center of Conyers to a private company—and on Jan. 30, a deal finally closed, as it was taken over by LifePoint Hospitals Inc. of Brentwood, Tenn.
The deal probably took its toll on the copy machines and printers at nine-lawyer Spell Pless because of the Georgia Hospital Acquisition Act. The 1997 law requires the state attorney general to approve all sales of nonprofit hospitals to private entities after making sure the new owner has committed to, among other things, provide care to disadvantaged patients.
For the two aborted deals and the one that went through, Spell Pless lawyers engaged in the document-intensive AG review process, said Spell Pless partner Larry Pless.
“These AG applications are voluminous,” Pless said. “When you leave the office, you need multiple dollies to carry out all the binders.”
Rockdale Medical Center's first proposed buyer, Signature Hospital Corp. of Houston, was selected in an auction held in the spring of 2007. But Signature had difficulty solidifying its financing and had to restructure its $87 million offer. Later, Signature's financing collapsed completely and the company was forced to withdraw. 
The Hospital Authority of Rockdale County, which administered Rockdale Medical Center, went back to the drawing board. The authority's investment bank, Houlihan Lokey Howard & Zukin Inc., held a new auction. The bank and authority decided to go with a company that had submitted a bid during the first auction. This deal was a winner.
In the deal, LifePoint acquired the 138-bed hospital Rockdale Medical Center for $80 million in cash. LifePoint owns 47 U.S. hospitals, located primarily in rural and ex-urban areas. Rockdale Medical Center is the company's first hospital in Georgia.
Getting regulatory approval from the AG's office required months of work for the attorneys and bankers involved, not to mention the volunteer members of the hospital authority's board of directors, Pless said.
Assistant attorney general Shereen Walls led the review of the LifePoint offer and assistant attorney general Ray Lerer led the review of the Signature offer. Only 18 proposed sales of nonprofit hospitals to private companies have been reviewed by the attorney general.
The attorney general takes 13 factors under consideration when reviewing a proposed hospital sale. According to O.C.G.A. § 31-7-400 through O.C.G.A. § 31-7-412, the AG must ascertain whether the potential new owner has “made [a] … commitment … to provide health care to the disadvantaged, the uninsured, and the underinsured”; whether the seller will receive “fair value” for its assets; and also whether the local community will continue to receive the same services that were provided by the nonprofit hospital. The selling hospital is also required to hold multiple open meetings to give members of the local community a chance to voice their concerns.
In addition to Pless, most other attorneys in his firm were involved in some capacity with the Rockdale hospital deal. Partner Penn Spell has been outside general counsel to Rockdale hospital authority since 2002. Associate Jessica Luke worked with Pless on corporate matters. Partner Joe Davis Jr. reviewed real estate aspects of the sale agreement. Special counsel Dena Sokolow advised on labor and employment issues, as well as corporate law. Of counsel James Honkisz was antitrust counsel.
Lawyers from Spell Pless advised both the hospital authority and Rockdale Medical Center.
Chorey, Taylor & Feil of counsel Susan Dignan reviewed health care legal issues on behalf of the hospital authority and Rockdale Medical Center.
Talley, French & Kendall partner Laura French is outside general counsel to Rockdale Medical Center.
Alston & Bird partner Karol Mason is bond lawyer to the Hospital Authority of Rockdale County and reviewed terms of previous debt sales as they applied to the sale of the hospital.
Waller Lansden Dortch & Davis partner Brian Browder in Nashville, Tenn., was counsel to LifePoint.
Baker, Donelson, Bearman, Caldwell & Berkowitz of counsel Ashby Burks in Nashville was corporate counsel to Signature Hospital. Baker Donelson partner Jed Beardsley in Atlanta was outside counsel to Signature on real estate matters. Beardsley later advised Fidelity National Title Insurance Co. on the LifePoint transaction.