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SGR Acts as Legal Counsel in Healthcare Acquisition
Smith, Gambrell & Russell, LLP represented SunLink Health Systems, Inc. in connection with SunLink’s acquisition of HealthMont, Inc., a privately held hospital company. SunLink is an owner and operator of general acute care community hospitals and related businesses, currently with eight hospitals in the Southeast and Midwest. SunLink’s shares are traded on the American Stock Exchange under the symbol “SSY.” As part of the acquisition, the client issued $15 million worth of its common stock and assumed approximately $8.3 million of debt. The transaction was completed in October 2003.
The transaction involved negotiation of the original and an amended merger agreement and ancillary documents relating to the principal transaction, including shareholder agreements, lock-up agreements, warrant agreements, and standby letter of credit financing agreements; other ancillary documents with respect to the pre-acquisition spin-off of certain assets; and acquisition financing documents, including documents for secured interim bridge financing by SunLink to HealthMont, interim and final secured mezzanine acquisition financing, and senior secured acquisition financing.
As part of the transaction, the firm also represented SunLink in its registration with the SEC of the offering of SunLink’s common stock, the listing of the additional shares on the American Stock Exchange, and preparation of various ancillary filings and agreements.
An extensive SGR team was assembled for this transaction. Howard Turner, Tim Elder and Jud Simmons handled corporate, securities, and financing matters, with support from Nick Ivezaj. David Santi reviewed various U.S. tax matters for the transaction. Hillyer Young handled ERISA issues, and additional support was provided by various members of SGR’s real estate department.