BRIAN R. BROWDER Partner, Immediate Past Chair, Healthcare Department 615.850.8636 direct brian.browder@wallerlaw.com Assistant: Jeanne Tomazin 615.850.8557 jeanne.tomazin@wallerlaw.com Nashville City Center 511 Union Street Suite 2700 Nashville, TN 37219 615.244.6380 615.244.6804 fax Brian Browder has earned a reputation within the healthcare industry for making difficult deals happen. Clients praise his understanding of their businesses and management philosophies, and they highlight his instrumental role in helping them achieve their objectives. Over the past 15 years, Brian has served as lead counsel in complex healthcare mergers, acquisitions, divestitures, joint ventures and private equity investments with an aggregate value of more than $3.5 billion. Brian s experience ranges from the acquisition or sale of individual hospitals and facilities to highprofile transformative transactions. Recently, he served as special healthcare, real estate and diligence counsel to Ventas Inc. in connection with its purchase and lease back of the real property associated with the operations of Ardent Healthcare. Previously, Brian served as lead counsel to LifePoint Health in the formation of a joint venture with Duke University Health System to assemble a dynamic network of hospitals and healthcare providers. Since 2011, the Duke LifePoint joint venture has grown into a system of 12 regional hospitals across North Carolina, Virginia, Wisconsin and Pennsylvania. Throughout his career, Brian has been integral in the creation of joint ventures involving investorowned healthcare providers and tax-exempt health systems and academic medical centers. With experience representing for-profit entities as well as non-profit organizations in strategic joint ventures, Brian has successfully navigated the challenges involved in merging different cultures to build successful long-term collaborations. Brian is recognized for his healthcare experience in numerous professional and industry publications. Chambers USA underscored his financial acumen and noted that he is commended for the expert counsel he provides to corporate healthcare clients regarding acquisitions, dispositions and joint ventures. Best Lawyers recognizes Brian in the category of healthcare law, and the Nashville Business Journal celebrated him as one of its Health Care Heroes. Additionally, and he is listed in Nashville Medical News' 2015 InCharge Healthcare, "a compilation of key decision-makers and thought leaders across Middle Tennessee's expansive healthcare industry." In 2009, Brian was recognized in the Nightingale's Healthcare News list of Outstanding Young Healthcare Lawyers. Brian is the former chair of Waller's Healthcare Department, a multi-disciplinary team of more than 100 attorneys, and he has spoken extensively at a wide range of healthcare industry conferences on transactional issues such as: Joint ventures Buy-sell agreements Asset purchase agreements Stock purchase agreements Due diligence issues
Education J.D., Vanderbilt University Law School, 1994 B.S.B.A., Georgetown University, Accounting, 1991 Bar Admissions Tennessee Experience Special healthcare, real estate and diligence counsel to Ventas Inc. in connection with its acquisition of Ardent Medical Services, Inc. ( AHS ). Concurrent with the closing of the transaction, Ventas separated AHS s hospital operations from its owned real estate and sold the hospital operations to a newly formed and capitalized operating company ( Ardent ). Ardent is majority owned by an entity controlled by Equity Group Investments ( EGI ), with Ventas purchasing a 9.9% interest and management of AHS retaining a significant ownership stake. Special healthcare counsel to a private equity firm in connection with its acquisition of a controlling interest in a behavioral healthcare company Special healthcare counsel to private equity firm in connection with its acquisition of hospice agencies in Wisconsin, Iowa, Kansas and Nebraska Lead counsel to an investor-owned company in connection with its platform acquisition and formation of hospitalist and emergency room services company Lead counsel to a joint venture in connection with development of behavioral health hospital colocated with a nursing home in Ohio Lead counsel to a distressed tax-exempt hospital in the sale of its home health agency Lead counsel to an investor-owned behavioral healthcare company in connection with its acquisition of two facilities dedicated to the treatment of autism spectrum disorders Lead counsel to a joint venture in connection with its acquisition of an 80% interest in a hospital in North Carolina Lead counsel to a non-profit entity in connection with its affiliation and acquisition of membership interests of a hospital located in Florida Advised academic medical center in connection with its negotiation of changes to its affiliation agreements with a hospital system Lead counsel to an investor-owned company in connection with formation of a joint venture with a nursing home operator to develop and operate a geriatric psychiatry unit in Missouri Lead counsel to LifePoint Health in connection with the formation of Duke LifePoint Healthcare, a joint venture with Duke University Health System Lead counsel to an investor-owned company in connection with its acquisition of hospital in Tennessee pursuant to Section 363 of the Bankruptcy Code Lead counsel to an investor-owned healthcare company in connection with its sale of a hospital in Louisiana Lead counsel to an investor-owned health system in connection with its acquisition of a hospital in Georgia
Lead counsel to a behavioral healthcare company in connection with its purchase of a behavioral healthcare facility located in Michigan pursuant to Section 363 of the Bankruptcy Code Lead counsel to a Tennessee non-profit corporation in connection with its purchase of a hospital in Tennessee Lead counsel to an investor-owned behavioral healthcare company in connection with securing a private equity investment Lead counsel to an investor-owned healthcare consulting company in connection with its formation and contemporaneous receipt of a private equity investment Lead counsel to an investor-owned company in connection with its acquisition of a dental practice management company Lead counsel to a Tennessee human resource agency in connection with its sale of its home health agency Assisted a state medical college in connection with the negotiation of a 50-year academic affiliation agreement with an investor-owned company Lead counsel to investor owned company in connection with its acquisition of the remaining 50% of the equity interests in a lab company Lead counsel to an investor-owned company in connection with its formation of a joint venture to operate rehabilitation hospitals in Oklahoma Lead counsel to a tax-exempt entity in connection with its sale of an 80% interest in a hospital in Oklahoma Lead counsel to a Mississippi county-owned hospital in connection with its acquisition of a hospital from an investor-owned company Lead counsel to an investor-owned company in connection with its sale of a nursing home located in Kansas Professional Affiliations Member, Nashville, Tennessee and American Bar Associations Member, American Bar Association Business Law, Business Law and Health Law Sections Member, American Health Lawyers Association Prior Affiliations Burch, Porter & Johnson, PLLC in Memphis, Tennessee, 1994-97 Community Former President and Board Member, Harpeth Youth Soccer Association Former Member, Tennessee Board of Optometry Up Close Brian and his wife have two young children. Soccer has played an important role in Brian's life. He played soccer for two years at Georgetown and recently retired as coach of youth soccer teams. Not surprisingly, as a native of Memphis, Tennessee, the first concert Brian ever went to see was Elvis
Presley in his last performance in Memphis. His second concert was Bruce Springsteen. Brian's newest hobby is learning to play golf. Articles "When Your Hospital Becomes The Patient," by Brian Browder and John Tishler, Health Care Law Monthly Brian Browder Posts "Tufts Health Plan Announces New Hampshire Joint Venture with Granite Healthcare Network" in Waller Healthcare Blog Brian Browder Posts "Alignment Continues for Providers and Insurers" in Waller Healthcare Blog "Competitors Collaborate," by, Modern Healthcare "Increasingly Common Bedfellows - Collaborations Between Academic Medical Centers and Investor-Owned Health Care Companies,", AHLA Connections What the Supreme Court Ruling Means for Healthcare M&A, and Donald B. Stuart, Executive Insight The Politics of Healthcare "Doctors, Hospitals Seek New Partners,", Nashville Business Journal Media Mentions InCharge Healthcare 2016: Nashville Medical News Recognizes Eight Waller Attorneys Wellmont-Mountain States merger talks spark interest, Brian Browder quoted in The Tennessean InCharge Healthcare 2015: Eight Waller Attorneys Recognized by Nashville Medical News To Be or Not To Be Independent: 5 Considerations for Community Hospitals, quoted in Becker s Hospital Review "Is Your Hospital Considering a Transaction? 4 Legal Areas You Must Address," quoted in Becker's Hospital Review "An Overview of Recent Challenges to Hospital Transactions: Is the FTC Really More Aggressive?," quoted in Becker's Hospital Review Brian Browder Included in 2012 Healthcare Heroes Award Winners, Nashville Business Journal Events "Healthcare M&A Update,", Presenter, Tennessee Society of CPAs 2015 Health Care Conference Healthcare Briefing Series "Recent Trends in Academic Medical Center Acquisitions and Affiliations," Brian Browder, Panelist at the American Bar Association, Emerging Issues Conference "Collaboration and Cooperation between Not-for-Profit and Investor-Owned Providers," Brian R. Browder, Moderator at Directions in Healthcare 2011 "Deal Making in Healthcare,", Moderator at Leadership in Healthcare - Argyle Executive Forum "Hospital Systems' Perspectives on the Market,", Moderator at Healthcare Deal Making Summit
"Due Diligence in Healthcare M&A Transactions,", Presenter at Vanderbilt Healthcare Business Association "Deal Execution from a Legal Perspective,", Presenter at Crafting the Deal in Healthcare M&A "How Much Diligence Is Due: What to Watch for in Healthcare Deals,", Presenter at Healthcare Deals: Looking Ahead