Scott A. Kobler

Health systems collaboration—Debt restructuring

Represented two collaborating health systems in connection with restructuring seven separate bond/direct loan facilities, along with the development of an innovative security structure tailored to the unique co-membership recently created between these health systems. The “Aa”-rated system borrowed from a major money-center bank and deployed proceeds plus equity to the “Baa”-rated affiliate at a rate derived from the preferred credit, with a 15-year moratorium on principal amortization. This structure created a window to allow the affiliate to utilize cash flow savings for capital and operating flexibility with the affiliate having only one related creditor.  

Major health system—Receivership management guidance

Guided a major health system in connection with its appointment as the manager of a troubled nursing home that was in the national news during the pandemic. Operating under a receivership and overseeing the critical care of residents as operations discontinued, our client swiftly moved to depopulate the SNF. We worked in conjunction with state regulators after CMS eliminated funding, addressing issues including patient advocates and commercial lenders, along with petitioning the court as part of a process to best protect the quality of care for the residents, many of whom suffered from severe acuities. 

NJ health system—Separation from legacy parent

Represented a New Jersey health system in connection with its separation from an out-of-state health system, including related legacy financing matters and approval of the proposed settlement and transfer of ownership by the New Jersey Attorney General and the New Jersey Department of Health.  Promptly pivoted to reentering the public debt market as a stand-alone system with an operating history that was co-mingled with the legacy parent.

Faith-based health system—Sale of skilled nursing facility

Guided an urban, safety-net, faith-based healthcare system in the sale of its skilled nursing facility – a division of an acute care provider – extracting those components that applied just for the SNF, but preserving stewardship by the founding religious congregation as well as SNF care for its aging members. This shortly followed representing that same system in its investment in a novel supportive housing project, designed to locate low-income residents closer to clinical care.

Faith-based university—Debt restructuring

Represented a faith-based university in the restructuring of its debt in forbearance, as well as other debt, creating a new master trust and covenant structure, reducing lenders from five to two, with tax-exempt and taxable pieces, converting a construction loan to permanent financing, while creating a debt structure more conducive to the long-term operating needs and plans of the university. 

Acute-care hospital—Healthcare systems transaction

Represented an acute-care hospital and its affiliates in its affiliation with New Jersey’s largest academic health system. The transaction involved filings required by Hart-Scott-Rodino with the Federal Trade Commission, CHAPA approval by the New Jersey Attorney General’s Office and the Superior Court, and approval of The Holy See. 

Multiple health systems—Merger, acquisition, and affiliation counsel

Serving as counsel to multiple health systems in connection with their merger and acquisition activity; navigation through corporate structuring, contracting, due diligence, obtaining approvals, and closing; assistance in addressing financing restrictions; assistance in addressing religious affiliations; and counsel on affiliation transactions which created clinical and strategic affiliations.

Community hospital—Merger resulting in bankruptcy avoidance

Represented a community hospital in its acquisition by a five-campus, out-of-state health system, which included consultant’s engagement, forbearance and debt counseling, definitive agreement negotiations, Hart-Scott-Rodino filing, CHAPA filings and court appearance, debt restructuring, and bond issuance. Rather than seeking bankruptcy protection, the hospital worked with us to find a merger partner and we handled all aspects of the health care and financial approvals necessary to close on the merger. This transaction notably included an application to the State Attorney General’s office for approval of the merger under the State’s regulatory scheme, the management of the defaulted bondholder and the related negotiation of the defaulted debt, the treatment of trade payables, and the issuance of replacement debt. As a result, the hospital avoided a costly and lengthy bankruptcy process and was able to continue serving its community.

Continuing care retirement communities throughout New Jersey—Bond counsel

Served as bond counsel for over $1 billion of tax-exempt financings issued over 20 years for New Jersey continuing care retirement communities situated in Bridgewater, Morristown, Riverdale, Tinton Falls, Liberty Corner, Newton, West Caldwell, Freehold, Cherry Hill, Moorestown, Denville, Whiting, Medford, Hightstown, Monroe, Montgomery, and Maplewood. Served on financings for all of the New Jersey's major subacute providers.

New Jersey's largest acute care providers—Bond, bank, underwriters', and provider counsel

Served as bond, bank, underwriters', and provider counsel for billions of dollars of debt, financing facilities providing thousands of acute care beds for many of New Jersey's largest providers.

Museum—Gift acceptance and building financing

Served as counsel to a museum in connection with the donation of a unique collection of musical instruments and automated items, and the financing of an addition.

Multiple higher education institutions and university health care centers—Transfer of medical and dental schools into a state university

Served as principal outside transactional counsel for transfer of all rights to certain schools, institutes, and university centers of health sciences to a state, in connection with legislative and statutory issues, debt obligation analyses, contract law analyses, tax analyses, non-profit, charitable organization issues, and due diligence production and analyses, in addition to counselling the governing boards as well as day-to-day collaboration with the Office of the General Counsel. The transaction represented the most complex higher education and health care reorganization ever undertaken within the State of New Jersey and among those nationally.

Continuing care retirement community—Merger

Represented a stand-alone, non-profit CCRC in all aspects of its merger into a large senior living entity.

Community hospital—Merger

Represented an acute care community hospital which owns and controls, through a sole corporate membership structure, a charitable foundation and owns or controls, directly or indirectly, the additional entities. Hospital and larger health system have executed an affiliation and merger agreement relating to a full statutory merger. Work included consultant’s engagement, forbearance and debt counseling, definitive agreement negotiations, Hart-Scott-Rodino filing, CHAPA filings and court appearance, debt restructuring, and bond issuance.

Three-campus health system—Various debt issues

Represented three-campus system in connection with debt issues regarding the acquisition of one of its campuses; the issuance of $130 million of new money and refunding bonds, including the current refunding of bonds; the payment of, or reimbursement for, certain capital expenditures; capital structure counseling with respect to the acquisition of a hospital; and extension of $180 million of credit facilities securing other publicly traded debt.

Two-campus health system—Corporate reorganization

Represented a two-campus system in connection with corporate reorganization and the issuance of two issues of $40 million of refunding debt through direct bank placements.

Two health systems—Federal tax controversies

Represented two health systems in connection with federal tax controversies related to total return swaps.

Large campus construction project—Development counsel

Served as development counsel for a large campus construction project including three financing components for a new medical/surgery building and parking facilities.

National healthcare REIT—Local counsel

Served as local counsel for a national healthcare REIT which invested in, and participated in the ownership of, two for-profit hospitals.

Captive insurers for two hospital systems—Counsel

Serving as counsel for captive insurers for two hospital systems.

Hospital—Successful mediation

Obtained a successful resolution of the mediation of a hospital’s swap with a defaulted counterparty.

Skilled nursing and assisted living provider—FHA-insured refunding

Represented a skilled nursing and assisted living provider in FHA-insured refunding and conventional new money financing.

Acute care hospital—Medical office building development

Represented an acute care hospital in the development of a medical office building on the existing medical center campus. This initiative represented an innovative means by which the medical center implemented various campus improvements via a complex structure that implicates its capital debt but does not require the incurrence of additional indebtedness.

Health system—Standby bond purchase agreement

For a health system, extended a standby bond purchase agreement, extended a letter of credit, addressed issues with respect to proton therapy center, and represented the health system with a capital asset loan for financing of linear accelerator.

Hospital—Medicare outlier settlements

Assisted in and supported several Medicare outlier settlements by counseling on "ability to pay" analyses for a hospital. We also handled its forbearance negotiations with three lenders and waivers regarding its self-insurance captive.

Acute care system—Removal of liabilities and debt restructuring

Removed all of the looming “put” liabilities and restructured an acute care system's debt, removing letter of credit and swap valuation liabilities.

Hospital and a continuing care retirement community—Siting of solar facilities and PPA agreement

Represented a hospital and a CCRC in the siting of solar facilities and power purchase agreements, including compliance with existing debt documents.

Long-term acute care hospital—Site negotiations

Negotiated the siting of a long-term acute care hospital with a for-profit provider on the floor of a non-profit acute care hospital.

Major underwriting firms—Underwriter's counsel

Represented major underwriting firms in $400 million of bonds for New Jersey’s largest healthcare system.

Major money center bank—Letters or credit and liquidity facilities

Represent a major money center bank in multiple letters or credit and liquidity facilities.

Two money center banks—Credit facility

Represented two money center banks in a $175 million taxable credit facility.

Major national bank—Lender's counsel

Represented a major national bank as a substantial secured lender in the forbearance and restructuring of the debt of a large health system with over $1 billion outstanding.

Major underwriting firms—Bond refunding

Represented major underwriting firms in refunding of $100 million of bonds for Catholic community hospital and skilled nursing facility.

Assisted living facility—Bond counsel

Served as bond counsel for IRC 142(d) financing of stand-alone assisted living facility.

National bank—Debt restructurings

Represented a major national bank on multiple financings including debt restructurings and lines and letters of credit in the Northeast.

New Jersey's major subacute providers—Bond counsel

Serving as ongoing bond counsel on financings for all of the New Jersey's major subacute providers.

Assisted living facilities throughout New Jersey—Bond counsel

Served as bond counsel for the financing of hundreds of units in assisted living facilities throughout the State of New Jersey.

Community theater, three museums, and an orchestra—Bond counsel

Served as bond counsel to a community theater, three museums, and an orchestra.