Frank C. Miller

Experience

Mergers and Acquisitions, and Affiliations

• Lead in-house transactional counsel for $2 billion acquisition of a charitable 501(c)(3) nonprofit health plan and its integrated delivery system, providing legal and strategic advice to executive leadership and the board of directors regarding the acquisition, including designing the deal structure, drafting transaction agreements, handling the due diligence process, and negotiating deal terms through an auction process. Advised the board of directors regarding corporate governance issues related to approval of acquisition, and negotiated terms of a post-closing affiliation between the health plan and its exclusive for-profit medical group. Worked closely with national investment banking firm regarding auction process and negotiating strategy, and national valuation consultant regarding fairness opinions. Responsible for drafting state insurance regulatory filings, meeting with DOI staff, and overseeing public and administrative hearings.
• Lead in-house transactional counsel for divestiture of a charitable 501(c)(3) nonprofit health plan and its integrated delivery system, including an exclusive for-profit medical group. Provided legal and strategic advice to executive leadership regarding the sale, including designing several possible deal structures, drafting transaction agreements, handling the due diligence process, and negotiating deal terms. Negotiated terms of separation between the health plan and exclusive medical group, and worked closely with national investment banking firm regarding go-to-market strategy and auction process. Responsible for overseeing state insurance department regulatory filing and approval processes. Served as primary legal liaison between parties during the over two-year transition process, overseeing day-to-day transitional and legal issues.
• Lead in-house transactional counsel for $500 million affiliation between a charitable 501(c)(3) nonprofit health plan and its integrated health care system and a university hospital system. Provided legal and strategic advice to executive leadership and the board of directors regarding the affiliation, negotiated the terms of the affiliation, and drafted transaction agreements (including a health care services agreement and related long-term financial arrangement and a clinical integration model and related care management agreement).
• Outside transactional counsel for a West Virginia nonprofit health plan, in its acquisition of an Ohio health insurer, third party administrator and related affiliates from a regional hospital system.
• Lead outside transactional counsel for $30 million sale of operating division, including intellectual property and data assets and employees, of a 501(c)(6) nonprofit trade association otherwise dedicated to improving health care outcomes using information and technology. Served as bridge in-house general counsel, and advised executive leadership and the board of directors regarding auction process and deal structure, drafted acquisition documents (including acquisition, data license, and transition services agreements) and negotiated deal terms.
• Lead in-house transactional counsel for the bid-phase of a state-run process, which ultimately led to establishment of a public-private partnership between the State of Hawaii and a healthcare provider for the operation of three hospitals located on the islands of Maui and Lanai. Responsible for advising executive leadership regarding state enabling legislation and providing legal and strategic support to the business development team in responding to request for proposals. Advised management on structural options for transfer in compliance with state and federal law, oversaw diligence process, and supported other lead transactional counsel who subsequently handled drafting and negotiation of the transaction documents and interactions with state officials.
• Lead in-house transactional counsel for affiliation between an integrated health care system and skilled nursing provider in connection with joint bid in bankruptcy court to acquire 19 skilled nursing facilities. Negotiated terms and conditions of affiliation and drafted transaction agreements, including a limited liability operating agreement and health care services agreement. Supported bankruptcy counsel in drafting binding plan term sheet for an overbid in response to a stalking horse bid.
• Lead in-house transactional counsel for $1 billion affiliation agreement between an integrated health care system and charitable 501(c)(3) nonprofit provider for the delivery of health care services to patients with autism. Advised regional leadership regarding the terms of a value-based financial arrangement and care delivery improvements, and drafted and negotiated deal terms.
• Transactional and regulatory counsel to insurer in acquisition through endorsement and transfer of book of large group commercial business in connection with competing insurer market exit.
• Advised publicly-traded dental management company regarding compliance with state laws regarding corporate practice of dentistry, fee splitting and other compliance matters, in addition to handling mergers and acquisitions of dental practices and negotiation of related dental practice management agreements. Reviewed and commented on proposed state legislation and regulations impacting the client’s business, including by interacting with state boards of dentistry and state dental associations.

Insurance Regulatory

• Lead in-house insurance regulatory counsel for California DMHC and Washington State Insurance Commissioner approval of $2 billion acquisition of a charitable 501(c)(3) nonprofit health plan and its integrated delivery system, including drafting state insurance regulatory filings, meeting with DMHC and DOI staff, and overseeing public and administrative hearings.
• Lead in-house insurance regulatory counsel for Ohio State Department of Insurance approval of divestiture of a charitable 501(c)(3) nonprofit health plan and its integrated delivery system, including an exclusive for-profit medical group.
• Lead in-house insurance regulatory counsel in connection with drafting managed care and provider contract templates and filing such templates for approval with various state insurance departments, including California, Colorado and Washington State.
• Insurance regulatory and transactional counsel to health care sharing ministry in connection with various enforcement actions by state departments of insurance and restructuring of its business arrangements to ensure compliance with state insurance laws.

Managed Care/Provider Contracting

• Lead in-house transactional counsel for negotiating $1 billion long-term exclusive health care services agreement for cardiac surgery services between integrated health care system and hospital system. Advised regional leadership regarding the terms of the exclusive arrangement.
• Lead in-house transactional counsel for integrated health care system in its nationwide bidding process for new consolidated contracting arrangement for approximately $1 billion of scheduled and unscheduled medical transportation services. Advised executive leadership regarding bid process, drafted contract templates for medical transportation services for use in contracting effort, and negotiated final agreements with providers.
• Lead in-house transactional and regulatory counsel for charitable 501(c)(3) nonprofit health plan and its integrated delivery system in managed care contracting with national dialysis providers for inpatient, outpatient, and home dialysis services.
• Lead in-house transactional and regulatory counsel for charitable 501(c)(3) nonprofit health plan and its integrated delivery system in equity and contractual joint ventures with national dialysis providers for outpatient dialysis services and related management and medical director services agreements and managed care contracting.
• Lead in-house transactional counsel for an integrated health care system regarding conversion of Medi-Cal fee-for-service adult day health care services into Medi-Cal managed care program. Advised executive leadership regarding draft Med-Cal plan amendments as related to downstream health plan contracting with adult day health care centers. Collaborated with California Association of Health Plans staff and legal counsel for other plans in suggesting revisions to draft plan amendments. Designed template health plan provider contract implementing legal requirements, taking into consideration operational concerns with implementing benefits.
• Transactional and regulatory counsel to California County Health Authority in connection with capitated managed care contracting arrangement and assessing related DMHC licensure risk.
• Outside counsel to national provider of dialysis services in connection with payor contracting and joint venture matters.
• Lead in-house transactional counsel and legal liaison for national integrated health care system in its contracting for health care services with community providers. Primary legal liaison to national provider contracting leadership team. Drafted and negotiated managed care provider contracts and letters of agreement for health care services, alternative contract language library, settlement agreements, contract assignments, confidentiality agreements, loan agreements, reconciliation agreements and other documents. Maintained network provider contract templates and provider manuals by interpreting and drafting provisions necessary to implement new state, federal and other legal requirements (e.g., NCQA, FEHBP/FARs, Medicare Advantage, Medicare Cost), as well as negotiated major network provider agreements. Reviewed and commented on draft of California and other state legislation potentially impacting the program, including collaborating with the staff at the California Medical Association and California Association of Health Plans in providing comments and suggested changes to lobbyists.

Other Healthcare Transactions

• Lead in-house transactional counsel for negotiation of health care services agreement as part of a unique redistricting of a community hospital, following termination of a private management arrangement. Negotiated the terms of a health care services agreement, including an advance payment component.
• Lead in-house transactional counsel for negotiation of amendments to health care services agreement and corrective action plan in connection with infection issues at medical center related to its cardiac surgery program. Negotiated quality improvement metrics and monitoring as well as recovery of financial diversion differential.
• Transactional and regulatory counsel to nephrology medical group in establishing (and later unwinding) equity joint venture for outpatient dialysis services and related medical director services agreement.
• Transactional counsel in due diligence to retrocessionaire of reinsurance treaties covering long term care risk in the health care industry.
• Transactional counsel to community hospital in connection with telehealth patient monitoring arrangement with larger hospital system with higher levels of specialized care.
• Co-lead counsel appointed by the Ohio Attorney General to assist state-affiliated universities in implementing the Health Insurance Portability and Accountability Act of 1996 and its privacy and security regulations.
• Successfully handled a property tax exemption application on behalf of nonprofit hospital system in connection with construction of a new hospital and related medical office buildings.
• Advised federally-qualified health centers regarding compliance with federal and state health care laws. Drafted compliance manual addressing state law compliance issues.

Memberships

• American Bar Association
• American Health Lawyers Association
• Ohio State Bar Association
• Columbus Bar Association
• California Bar Association