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2 014 ASC S y m p o s i u mThe premier national conference addressing high-level business and legal issues affecting the ambulatory surgical center industry

Friday, FEBrUary 21, 2014 FONTaiNEBLEaU MiaMi BEaCH, FLOrida

www.mwe.com/aSC-2014

kEyNOTE SpEakEr:

John Ellis “Jeb” Bush, Former Governor of Florida

ExTENd yOUr STay:

S o u t h B E a c h W i n E & F o o d F ES t i va l

2 McDermott Will & Emery LLP • 2014 ASC Symposium

2014 aSc Symposium

the changing health care landscape has resulted in a surge of health systems entering the ambulatory surgery center (aSc) space, fundamentally and forever changing the aSc industry. this change has resulted in extremely robust transactional activity in the aSc industry, including mergers and acquisitions, as well as a resurgence of de novo aScs, primarily involving health systems.

Many health systems have established aSc divisions to facilitate the acquisition, development and management of aScs. those health systems that have not created internal aSc divisions have entered into tri-party aSc joint ventures with aSc management companies. these tri-party aSc joint ventures allow health systems to utilize the expertise of aSc management companies, while also allowing aScs to enjoy the higher reimbursement rates afforded to health systems.

in addition to partnering with health systems, aSc management companies are pursuing transactions, and many have expanded into new ancillary service lines. Given this new spectrum of buyers, independent aScs are still considering their transactional alternatives.

the regulatory climate of the aSc industry has changed dramatically in the past year, and will continue to change in the upcoming year in light of the affordable care act roll out, lingering budget battles and the drive to reform Medicare.

the recent initial public offering of Surgical care affiliates reflected the public market’s renewed interest in the aSc industry. other national aSc management companies will likely either pursue public offerings or other transactions with strategic or financial buyers.

Mcdermott Will & Emery’s 2014 aSc Symposium will provide invaluable insights into these and other critical business and legal issues facing the aSc industry. this conference is a must for physician and non-physician business decision-makers from independent aScs (including those in the start-up phase), senior executives and development personnel from national and regional aSc companies, health system executives and development officers involved in aSc ventures, the health care investment community and other health care executives with a vested interest in aScs.

We hope you will join us in Miami for the 12th annual aSc Symposium!

Jerry J. SokolProgram chairman

2014 ASC Symposium • McDermott Will & Emery LLP 3

Program Faculty

Akhil AgrawalPresidentamerican Medical depot

Joel Allisonchief Executive officerBaylor Scott & White health

Jennifer BaldockGeneral counsel & chief compliance officerSymbion inc.

Henry Bloom President & Founderthe Bloom organization llc

Brett BrodnaxPresident & chief development officerunited Surgical Partners international

Michael Burdine, M.D.double-Board-certified & Fellowship-trained Pain Management SpecialistnovaMed Surgery center of Baton Rouge llc

John Ellis “Jeb” BushFormer Governor of Florida

Jason CaronPartnerMcdermott Will & Emery llP

Ira J. ColemanPartner Mcdermott Will & Emery llP

David Cordovadirector, Medical Economicstenet healthcare corporation

Gary Scott DavisPartner Mcdermott Will & Emery llP

Ralph de la Torre, M.D.chairman & chief Executive officerSteward health care System llc

Mark Dissette Senior vice President holy cross hospital inc.

Michael Doylechief Executive officerSurgery Partners llc

Jordan FowlerFounder & chief Executive officer Frontier healthcare holdings

Ann Geiervice President of clinical informaticsSource Medical Solutions

Robert Goettling, Esq.Principalthe Bloom organization llc

Danielle GolinoassociateMcdermott Will & Emery llP

Eric GordonPartnerMcdermott Will & Emery llP

Bernard GrondinPartnerMcdermott Will & Emery llP

Andrew HayekPresident & chief Executive officer Surgical care affiliates

Christy HealdSenior vice President of Business developmentSurgery Partners llc

Adam HenickSenior vice Presidentcontinuum health Partners

Julie Jacksonassistant General counselSurgical care affiliates

Darin Jay “DJ” HillFounding Partnercompass Surgical Partners

Christopher JedreyPartnerMcdermott Will & Emery llP

Daryl JohnsonManaging Partnerhealthcare appraisers inc.

John Lawrence Jr.Senior vice President & General counsel Surgery Partners llc

Jim Leavitt, M.D.President, Gastro health P.l.co-Founder, uS Gastro llc

Sean Michael Lynchco-Founder & chief Executive officeranesthesia healthcare Partners

Daniel MelvinPartnerMcdermott Will & Emery llP

Richard MillerPresident & chief Executive officervirtua health System

Scott NordlundExecutive vice President Growth Strategy & innovation chE trinity health

Michael PeregrinePartnerMcdermott Will & Emery llP

William Main Prenticechief Executive officerambulatory Surgery center association

David Shapiro, M.D., CASCimmediate Past Presidentambulatory Surgery center association

Effie SilvaPartnerMcdermott Will & Emery llP

Jerry J. SokolPartner & Program chairmanMcdermott Will & Emery llP

Joshua “Jed” SpielmanPartnerMcdermott Will & Emery llP

Michael StroupSenior vice President of acquisitionsunited Surgical Partners international

Jennifer A. VecchiocounselMcdermott Will & Emery llP

James Weber, M.D.President & chief Executive officertexas digestive disease consultants

Jessica ZigmondWashington Bureau chiefModern Healthcare

Eric ZimmermanPartner Mcdermott Will & Emery llP


7:15 – 8:30 am Networking Breakfast and registration

8:30 – 8:35 am Welcome and Opening remarks

Jerry J. Sokol, Partner & Program chairman, Mcdermott Will & Emery llP

8:35 – 9:15 am The impact of Health Care reform on the aSC industry

this panel of legislative and regulatory experts will provide insights and predictions on how health care reform will actually affect aSc growth, profitability and operations in the short and long term.

William Main Prentice, chief Executive officer, ambulatory Surgery center association

Jessica Zigmond, Washington Bureau chief, Modern Healthcare

Eric Zimmerman, Partner, Mcdermott Will & Emery llP

9:15 – 10:10 am The Health System perspective: The role of aSCs in the Health Care delivery System

this panel of senior executives from leading health systems will discuss investments by health systems in the aSc space, consolidation within the health care industry and the role of aScs in the health care delivery system.

Joel Allison, chief Executive officer, Baylor Scott & White health

Ralph de la Torre, M.D., chairman & chief Executive officer, Steward health care System llc

Richard Miller, President & chief Executive officer, virtua health System

Moderator: Ira J. Coleman, Partner, Mcdermott Will & Emery llP

10:10 – 10:30 am Networking Break

10:30 – 11:25 am State of the aSC industry: aSC Management Company Executives

this panel of senior executives from leading aSc management companies will provide insight into current market conditions, recent trends and the future of the aSc industry.

Brett Brodnax, President & chief development officer, united Surgical Partners international

Michael Doyle, chief Executive officer, Surgery Partners llc

Andrew Hayek, President & chief Executive officer, Surgical care affiliates

Moderator: Jerry J. Sokol, Partner & Program chairman, Mcdermott Will & Emery llP

NETWORKING BREAKFAST SPONSORED BY:

SYMPOSIUM DIAMOND SPONSOR:

F r i d a y , F E B r U a r y 2 1 , 2 0 1 4 E X h i B i t h a l l o P E n d u R i n G E n t i R E SY M P o S i u M

agenda

11:25 am – 12:10 pm aSC Transactions: Trends, Structuring Considerations and Case Studies

• State-of-the-art deal terms and structures

• how to do a health system or tri-party deal

• case studies of recent aSc transactions highlighting key transaction issues

Jerry J. Sokol, Partner & Program chairman, Mcdermott Will & Emery llP

Jennifer A. Vecchio, counsel, Mcdermott Will & Emery llP

12:10 – 12:45 pm Health System/aSC Transactions

• Key economic benefits of health system/aSc transactions

• identifying, maximizing and verifying reimbursement “lift”

• the risks of maintaining reimbursement “lift” into the future

Henry Bloom, President & Founder, the Bloom organization llc

Robert Goettling, Esq., Principal, the Bloom organization llc

12:45 – 2:20 pm Networking Luncheon

keynote Speaker:

John Ellis “Jeb” Bush, Former Governor of Florida

SPONSORED BY:

agendaF r i d a y , F E B r U a r y 2 1 , 2 0 1 4 E X h i B i t h a l l o P E n d u R i n G E n t i R E SY M P o S i u M

52014 aSc Symposium • Mcdermott Will & Emery LLp


aFTErNOON SESSiONS SpONSOrEd By:

2:20 – 3:00 pm Health System and aSC Management CompanyJoint Ventures

• Why do hospitals want and need to partner with aSc management companies

• discussion of key issues in aSc management company and health system partnerships

• Key business points and biggest obstacles to negotiating a tri-party deal

• aSc development company: consultant vs. equity partner

Jordan Fowler, Founder & chief Executive officer, Frontier healthcare holdings

Adam Henick, Senior vice President, continuum health Partners

Scott Nordlund, Executive vice President, Growth, Strategy & innovation, chE trinity health

Michael Stroup, Senior vice President of acquisitions, united Surgical Partners international

Moderator: David Shapiro, M.D., CASC, immediate Past President, ambulatory Surgery center association

improving aSC profitability• decreasing expenses through

more effective supply chain management

• Revenue cycle management options to improve profitability

• increasing patient satisfaction/operating efficiency with one click of the mouse

• increasing revenue through physician syndication

Akhil Agrawal, President, american Medical depot

Ann Geier, vice President of clinical informatics, Source Medical Solutions

Christy Heald, Senior vice President of Business development, Surgery Partners llc

Darin Jay “DJ” Hill, Founding Partner, compass Surgical Partners

Moderator: Bernard Grondin, Partner,Mcdermott Will & Emery llP

The physician perspective: Life after an aSC deal

a panel of physicians who have participated in aSc transactions will discuss:

• owning an aSc after a deal: What really changes?

• developing synergies, leveraging experience and utilizing the expertise of each partner

• Key post-closing issues and strategies for addressing/managing issues

Michael Burdine, M.D., double-Board-certified & Fellowship-trained Pain Management Specialist, novaMed Surgery center of Baton Rouge llc

Jim Leavitt, M.D., President, Gastro health P.l., co-Founder, uS Gastro llc

James Weber, M.D., President & chief Executive officer, texas digestive disease consultants

Moderator: Joshua “Jed” Spielman, Partner, Mcdermott Will & Emery llP

F r i d a y , F E B r U a r y 2 1 , 2 0 1 4 E X h i B i t h a l l o P E n d u R i n G E n t i R E SY M P o S i u M

concurrent Sessions


aFTErNOON SESSiONS SpONSOrEd By:

3:00 – 3:40 pm Managed Care for aSCs• aSc managed care update

• antitrust issues relating to managed care: how aScs can legally leverage off of hospital contracts

• acos, bundled payments and clinically integrated networks

David Cordova, director, Medical Economics, tenet healthcare corporation

Gary Scott Davis, Partner, Mcdermott Will & Emery llP

The Sticking point: disputes and Contentious issues related to aSCs• Physician owner disputes and

strategies for handing such disputes

• Enforceability of restrictive covenants and tortious interference claims

• other legal issues that arise in the ownership or management of aScs

Jennifer Baldock, General counsel & chief compliance officer, Symbion inc.

Julie Jackson, assistant General counsel, Surgical care affiliates

John Lawrence Jr., Senior vice President & General counsel, Surgery Partners llc

Moderator: Effie Silva, Partner, Mcdermott Will & Emery llP

anesthesia arrangements: New Models and recent Trends• update on office of inspector

General advisory opinion 12-06 and its implications to the aSc industry

• current state of aSc/anesthesia models

• outsourcing anesthesia: Selecting a third-party anesthesia provider

Eric Gordon, Partner, Mcdermott Will & Emery llP

Sean Michael Lynch, co-Founder & chief Executive officer, anesthesia healthcare Partners

3:40 – 4:00 pm Networking Break

4:00 – 4:40 pm key regulatory issues impacting aSCs• Preparing for an aSc deal:

how to present an attractive compliance profile

• Responding to and managing risk associated with government audits

• Syndication pricing and fair market value considerations

Jason Caron, Partner, Mcdermott Will & Emery llP

Danielle Golino, associate, Mcdermott Will & Emery llP

Daryl Johnson, Managing Partner, healthcare appraisers inc.

aSC Governance issues: responsibilities and Liabilities of a Board Member

• Key legal issues that arise when serving on the board of directors or the board of managers of an aSc entity

• how to effectively deal with crisis and minimize personal and entity risk

Michael Peregrine, Partner, Mcdermott Will & Emery llP

Hospital physician affiliations• hospital employment of

physicians and acquisitions of physician-owned practices

• hospital outpatient departments (hoPds): converting aScs into hoPds

• hospital investments in aScs: Key business terms

• hospital service line co-management arrangements

Mark Dissette, Senior vice President, holy cross hospital, inc.

Christopher Jedrey, Partner, Mcdermott Will & Emery llP

Daniel Melvin, Partner, Mcdermott Will & Emery llP

4:40 – 6:30 pm Networking Cocktail reception

concurrent SessionsF r i d a y , F E B r U a r y 2 1 , 2 0 1 4 E X h i B i t h a l l o P E n d u R i n G E n t i R E SY M P o S i u M


FONTaiNEBLEaU MiaMi BEaCH

4441 collins ave.Miami Beach, Fl 33140tel: +1 305 538 2000

a spectacular blend of Golden Era glamour and modern luxury, Fontainebleau today reinvents the original vision of legendary architect Morris lapidus. at Fontainebleau, striking design, contemporary art, music, fashion and technology merge into a vibrant new kind of guest experience. Guests are invited to enter a world where they are free to play, shop, dine, spa, meet or simply relax—however they define a perfect day.

Situated on oceanfront collins avenue in the heart of Millionaire’s Row, Fontainebleau Miami Beach is one of the most historically and architecturally significant hotels on Miami

Beach. a landmark since its debut in 1954, Fontainebleau is thought to be the most significant building of lapidus’ career. it has been restored and transformed by a team of renowned architects and designers to create one of the world’s most dynamic destination resorts. in 2008, following a $1 billion reinvention, Fontainebleau Miami Beach reopened.

a total of 1,504 guestrooms offer luxurious comfort and amenities, from deluxe guest rooms and three-bedroom suites to breathtaking penthouses. the 20-acre oceanfront hotel features an expansive poolscape, a pristine atlantic ocean beach, state-of-the-art conference and event facilities, two chic nightlife venues and the 40,000-square-foot lapis spa. at the direction of culinary celebrities from around the globe, Fontainebleau offers 12 fine dining and casual restaurants, bars and lounges.

rESErVaTiON iNFOrMaTiON

a block of guest rooms is being held at the Fontainebleau Miami Beach. to receive a special room rate starting at $369/night, based on availability, call reservations at +1 800 548 8886 and be sure to mention the Mcdermott aSc Symposium when securing your reservation. You may also visit www.myregsite.com/mwe_asc_2013/venue.html to make your reservations online. reservations must be made by Thursday, February 7, 2014.

additional room requests received after February 7 are subject to room and group rate availability. no-shows will be charged the full room revenue for the dates of the reservation.

addiTiONaL rOOM BLOCk iNFOrMaTiON

a small block of additional guest rooms is being held at the townhouse hotel. the townhouse hotel is located less than two miles away from the Fontainebleau Miami Beach. to receive a special room rate starting at $240/night plus tax, based on availability, please call the townhouse hotel directly at +1 305 534 3800 and be sure to mention the Mcdermott Will & Emery block when securing your reservation. For more information on the townhouse hotel, please visit their website at www.townhousehotel.com.

accommodations


THE FOOd NETWOrk SOUTH BEaCH WiNE & FOOd FESTiVaL (FEBrUary 20-23, 2014)

the 2014 aSc Symposium will be held during the Food network South Beach Wine & Food Festival. We hope you will choose to extend your stay and purchase tickets to various events. the Food network South Beach Wine & Food Festival presented by Food & WinE is a national, star-studded, four-day destination event showcasing the talents of the world’s most renowned wine and spirits producers, chefs and culinary personalities. hosted by Southern Wine & Spirits of Florida and Florida international university (Fiu), the festival benefits Fiu’s chaplin School of hospitality and tourism Management teaching Restaurant and the Southern Wine & Spirits Beverage Management center. to date, this event has raised more than $19 million for the school. To learn more about the festival and to purchase tickets to various events, please visit http://corporate.sobefest.com/.

airpOrT iNFOrMaTiON

the Fontainebleau is located approximately 12 miles from Miami international airport and 28 miles from Fort lauderdale international airport. taxis are readily available outside the baggage claim area at both airports. the hotel concierge can also arrange car service to and from both airports.

additional information


the cost for this full-day event is $795 per person and $695 for additional individuals from the same organization.

Payment is accepted in the form of a personal or company check or credit card. Please complete a separate registration form for each attendee. a confirmation e-mail will be sent to you upon paid registration.

CaNCELLaTiONS/SUBSTiTUTiONS

the registration fee is refundable with a written notice received by Friday, February 14, 2014. after February 14, no refunds will be given, although you may transfer your registration to another person from the same organization. You may also use the registration fee toward a future Mcdermott program.

Please fax the completed registration form to +1 212 547 5444 or, if paying by check, please mail to Mcdermott Will & Emery, attention: teresa deRienzo, 340 Madison ave., new York, nY 10173.

aCCrEdiTaTiON

Continuing Medical Education (CME) Credit

this cME activity has been planned and implemented in accordance with the Essential areas and Policies of the accreditation council for continuing Medical Education (accME) through the Joint Sponsorship of the institute for Medical Studies (iMS) and Mcdermott Will & Emery llP. iMS is accredited by the accME to provide continuing medical education for physicians. the institute for Medical Studies designates this live activity for a maximum of 6.0 AMA PRA Category 1 Credits™. Physicians should claim only the credit commensurate with the extent of their participation in the activity. attendees must sign in onsite at the Symposium in order to qualify for cME credit.

Continuing Legal Education (CLE) CreditclE credit is pending in california, illinois, new York and texas. a uniform certificate of attendance will be made available to participants requesting clE credit in all other states. attendees must sign in onsite at the symposium in order to qualify for clE credit.

Registration and accreditation

SpECiaL rEGiSTraTiON FOr pHySiCiaNS! the cost for physician-owner attendees is $395 per person.


nEtWoRKinG BREaKFaSt SPonSoRuSB dRivE SPonSoR

McDermott Will & Emery would like to thank the following 2014 ASC Symposium sponsors:

d i a M O N d

p L a T i N U M

B r O N z E

E x H i B i T O r S

Sponsors

M E d i a

G O L d

nEtWoRKinG lunchEon SPonSoR

aSc induStRY and tRanSactionS SuRvEY SPonSoR

aFtERnoon concuRREnt SESSionS SPonSoRS

S i L V E r

FacultY dinnER SPonSoR

notEPad SPonSoR lanYaRd SPonSoR

© 2013 McDermott Will & Emery. The following legal entities are collectively referred to as “McDermott Will & Emery,” “McDermott” or “the Firm”: McDermott Will & Emery LLP, McDermott Will & Emery AARPI, McDermott Will & Emery Belgium LLP, McDermott Will & Emery Rechtsanwälte Steuerberater LLP, McDermott Will & Emery Studio Legale Associato and McDermott Will & Emery UK LLP. These entities coordinate their activities through service agreements. McDermott has a strategic alliance with MWE China Law Offices, a separate law firm. This communication may be considered attorney advertising. Previous results are not a guarantee of future outcome.

about Mcdermott Will & EmeryMcdermott Will & Emery is a premier international law firm with a diversified business practice. numbering more than 1,100 lawyers, we have offices in Boston, Brussels, chicago, düsseldorf, Frankfurt, houston, london, los angeles, Miami, Milan, Munich, new York, orange county, Paris, Rome, Seoul, Silicon valley and Washington, d.c. Further extending our reach in asia, we have a strategic alliance with MWE china law offices in Shanghai.

With a more than 30-year history of serving the health care industry, Mcdermott Will & Emery has one of the united States’ largest and most prestigious health industry Groups. our more than 90 health lawyers, resident in the Firm’s Boston, chicago, los angeles, Miami, Munich, new York, Rome, Silicon valley and Washington, d.c., offices, counsel leading organizations in every major sector of the health care industry on regulatory and business transaction issues.

the Firm represents health care clients as either general or special counsel. non-institutional clients include physicians and other health professionals on both an individual and group (such as medical staff or professional association) basis. institutional clients include integrated delivery systems, hospitals, large physician group practices, physician and dental practice management companies, ambulatory care clients, nursing homes, visiting nurse associations, home health agencies, health maintenance organizations and other forms of alternative delivery systems and hospices. We also represent medical device, pharmaceutical and medical supply manufacturers and distributors.

Mcdermott’s health industry advisory Practice Group includes a group of lawyers dedicated to addressing all transactional and regulatory legal needs surrounding the aSc industry. Mcdermott’s multidisciplinary aSc team has substantial experience in the full gamut of aSc transactions, including syndicating start-up aScs, selling and redeeming physician equity interests in existing aScs, health system/physician aSc joint ventures and buying and selling significant equity stakes in aScs on behalf of, or to, corporate buyers, including national aSc companies. We also have substantial experience in all regulatory aspects of the aSc industry, including reimbursement, lobbying, structuring transactions in light of applicable federal and state fraud and abuse and other health care laws, state licensing requirements, certificate of need laws and aSc-specific managed care contracting.

Mcdermott is the undisputed leading law firm in health care as evidenced by the fact that we are the only firm to receive tier 1 rankings in health care nationally by all of the industry’s top legal directories: Chambers USA, The Legal 500 USA, U.S. News–Best Lawyers and Law360. For the fourth consecutive year, Chambers USA ranked the Firm’s health practice as the only firm in tier 1 in the united States (2010–2013). Chambers called Mcdermott “a home to an impressive wealth of talent and … well equipped to handle the gamut of healthcare matters, from M&a and joint ventures to regulatory compliance issues.” Mcdermott’s health practice also received tier 1 recognition in california, Florida, illinois, Massachusetts and Washington, d.c. clients commented that our lawyers are “Excellent, the go-to-firm for virtually all of our legal issues. They have the highest quality of legal talent and extraordinary responsiveness.” twenty-seven of our health lawyers received individual recognition in Chambers USA 2013, 10 of whom were also ranked as national leaders in health law. additionally, our German health practice received a tier 2 ranking in Chambers Europe 2012. clients noted that “thanks to its deep knowledge of the health sector and its regulatory and commercial background, the team works very efficiently and immediately asks the right questions.” Chambers also recognized the practice “health team of the Year” for the second time in four years, the only group to receive this honor twice.

outstanding client service is a cornerstone of our practice that has withstood the test of geography, economy and time. We are proud of the recognition we have received from our clients for our commitment to service, and we value their satisfaction as the best measure of our success.

Mcdermott has a long history of social responsibility and supporting the communities in which our people live and work. We believe it is our obligation to embrace our communities and promote their well-being through pro bono work, community service, charitable giving, environmental stewardship and promoting diversity. We act on this belief collectively and individually, and have made a positive difference, including providing pro bono legal services to the underserved and underrepresented, acting as volunteers in the community and as members and advisors on nonprofit boards, and working to build a more diverse legal profession.

For more information regarding our health practice, please visit www.mwe.com/health.

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