Donald B. Stuart

A “go-to” tax advisor for businesses and the tax attorney clients want on their deal team

From large publicly traded companies to start-up companies, Don Stuart brings a creative approach to solving complex tax and business issues for clients. Business owners, general counsel, in-house tax officers and others rely on Don for his keen ability to not only navigate the tax laws and find practical and understandable solutions but to also follow through and implement them.

In healthcare transactions, Don provides a vital perspective on the nuance and complexity of the tax laws and their impact on how a transaction is structured for both investor-owned and tax-exempt healthcare organizations. Clients benefit from Don’s business, legal and tax advice in transactional matters as well as ongoing operations.

Clients particularly admire his ability to follow through and implement a plan that works best for them.

Don’s extensive experience with for-profit companies includes transactions involving mergers and acquisitions, joint ventures, IPOs, liquidations and dispositions, spin-offs and tax-free reorganizations.

Nonprofit and tax-exempt organizations call on Don for assistance in a variety of matters, including board governance, conflicts of interest, joint ventures, intermediate sanctions, tax-exemption applications and Form 990 issues. In the nonprofit healthcare arena, Don has broad experience with the Section 501(r) requirements for tax-exempt hospitals.  From community health needs assessments to financial assistance policies to billing and collection limitations, Don counsels hospital organizations on navigating and complying with these 501(r) requirements.

Don also advises clients on limited liability companies, partnerships, private equity and venture capital financings, REITs and “S” corporations. He represents clients before the IRS and state tax authorities in tax audits and appeals, and in obtaining letter rulings. 

Businesses look to Don as the best tax person for the deal and look to him as part of their team.

Don previously served as the Chair of the Tax and Finance Practice Group of the American Health Lawyers Association.

Don has also spoken to various organizations and professional groups on tax-related topics and written for numerous publications.

EXPERIENCE

UK forms joint venture with King’s Daughter Health System

The University of Kentucky (UK) finalized an affiliation, member substitution and contribution agreement with King’s Daughter Health System, Inc. (KD Health). UK is a leading state academic medical center with research, education and clinical care components, providing tertiary and quaternary healthcare services throughout Kentucky. KD Health includes two hospital corporations in Northern Kentucky.

Waller is the lead counsel for UK and provides corporate legal guidance, including, but not limited to, transaction structure guidance, contract and deal negotiation, and anti-trust and healthcare analysis. This matter greatly expands access to quality healthcare in Kentucky and the states of Ohio and West Virginia and will strengthen local community nonprofit healthcare delivery in furtherance of UK’s public purposes and the charitable missions and purposes of KD Health.

Tri Star Energy acquires Hollingsworth Oil

Tri Star Energy acquired the “Sudden Service” chain of convenience stores as well as other retail and fuel businesses of Hollingsworth Oil. The transaction involved over 80 real property transfers and the acquisition of assets from multiple affiliated sellers, in the midst of the COVID-19 global pandemic.

Waller assisted Tri Star Energy with the acquisition, the financing of the transaction, and with obtaining regulatory approvals required to complete the transaction. Waller also provided assistance with ERISA and employment matters and strategic tax analysis in connection with the acquisition.

HCA acquires Meadows Regional Medical Center

HCA, Inc., acquired Meadows Regional Medical Center, the only nationally accredited hospital in Montgomery, Tattnal, Toombs and Treutlen Counties in Georgia and part of Meadows Health.

Waller served as special healthcare counsel for HCA in the acquisition.

HCA acquires 24 urgent care centers from Fresenius Medical Care

Represented HCA Healthcare, Inc. in its acquisition of 24 Texas MedSpring urgent care centers from Fresenius Medical Care.

Harmony Healthcare IT undergoes equity recapitalization

Represented the founders and owners of Harmony Healthcare IT in their equity recapitalization transaction with private equity firm Primus Capital.

HCA becomes majority owner of Galen College of Nursing’s parent company

Assisted HCA Healthcare, Inc., one of the nation’s leading healthcare providers, in obtaining majority ownership in the parent company of Galen College of Nursing.

Acadia Healthcare acquires behavioral facility in Massachusetts

Served as lead transaction counsel to Acadia Healthcare its acquisition of Whittier Pavilion, behavioral facility located in Massachusetts.

LifePoint forms joint venture with Emory Healthcare

Served as transactional and healthcare regulatory counsel for LifePoint Health in its joint venture with Emory Healthcare to enhance the healthcare services available to people in Columbus, Georgia, and surrounding communities.

Camellia Healthcare is acquired by Encompass Health

Served as lead counsel to Camellia Healthcare, an operator of home health and hospice facilities, in its $78 million acquisition by Encompass Health.

Hygia Health Services acquired by Stryker

Represented Hygia Health Services, a single-use medical device reprocessor, in its acquisition by Stryker.

Gen Cap America, Inc. acquires CoreMedical Group

Represented Gen Cap America, a private equity firm, in its acquisition of CoreMedical Group, a leading healthcare staffing and recruiting agency specializing in travel and permanent placement for nurses, allied health professionals and physicians.

RCCH HealthCare Partners acquires Trios Health

Advised RCCH HealthCare Partners in its $78 million acquisition of Trios Health in Kennewick, Wash.

HCA acquires 612-bed academic medical center in Savannah, Ga.

Advised HCA Healthcare, Inc. in its $450 million asset purchase of Memorial University Medical Center in Savannah, Georgia.

HCA acquires multiple facilities in Houston from Tenet Healthcare

Advised HCA Healthcare, Inc. in its $750 million acquisition of three Tenet Healthcare hospitals and a long-term care facility in Houston.

U.S. hospital investment group divests two acute care hospitals in China

Served as lead transaction counsel to a U.S. hospital investment group in its divestiture of two acute care hospital facilities located in the People’s Republic of China (PRC).

Edgenet acquired by Marlin Equity Partners

Served as lead counsel to Edgenet in its acquisition by Marlin Equity Partners.

First Atlantic Capital-backed Resource Label Group acquires Advanced Labels NW

Represented First Atlantic Capital-backed Resource Label Group, a leading provider of pressure sensitive label and shrink sleeve solutions for the packaging industry, in its acquisition of Washington-based Advanced Labels NW.

LifePoint Health creates innovative joint venture with LHC Group

Represented LifePoint Health in the creation of a joint venture with LHC Group, including 40 home health agencies and hospices.

HCA acquires 18 urgent care centers in Tennessee and Missouri

Advised HCA Healthcare, Inc. in the acquisition of outstanding interests in 18 CareSpot urgent care facilities in Tennessee and Missouri.

HCA acquires Satilla Regional Medical Center in Georgia

Advised HCA Healthcare, Inc. in its acquisition of Satilla Regional Medical Center, an acute care hospital serving southeast Georgia.

HCA signs joint venture development agreement

Represented HCA Healthcare, Inc. in a joint venture development agreement for an academic medical center in Florida.

Complete Holdings Group and EnableComp receive recapitalization by Primus Capital

Served as lead transaction counsel to Complete Holdings Group and its subsidiary EnableComp, a healthcare technology enabled services company that partners with healthcare providers to maximize reimbursement from workers’ compensation payers, in its equity recapitalization transaction led by Primus Capital.

RCCH HealthCare Partners forms three-state joint venture with UW Medicine

Served as transaction counsel to RCCH HealthCare Partners in its joint venture with UW Medicine.

Ellwood City Hospital is acquired by Americore Health LLC

Represented Pennsylvania-based Ellwood City Hospital in its acquisition by Florida-based Americore Health LLC, which included the hospital’s conversion from a non-profit to for-profit hospital.

RCCH HealthCare Partners sells two Oklahoma hospitals to Saint Francis Health System

Represented RCCH HealthCare Partners’ EASTAR Health System in its acquisition by Saint Francis Hospital Muskogee.

Healthcare company merger creates largest not-for-profit system in Mississippi region

Represented Mississippi Baptist Health System in its merger with Baptist Memorial Healthcare, resulting in a combined system of 21 hospitals with $2.5 billion in revenues.

Acadia Healthcare acquires U.K.’s Priory Group for $2.3 billion

Advised Acadia Healthcare Company, Inc. in its $2.4 billion acquisition of Priory Group, the largest independent provider of psychiatric services in the United Kingdom.

Ascend Management Innovations, LLC acquired by MAXIMUS, Inc.

Advised Ascend Management Innovations in its acquisition by MAXIMUS, Inc.

Capella Healthcare’s integrated delivery network adds Kershaw Health

Advised Capella Healthcare in its affiliation with KershawHealth in South Carolina.

LifePoint Health joint ventures with Watertown Regional Medical Center

Represented LifePoint Health in its joint venture with Watertown Regional Medical Center, a 55-bed hospital in Wisconsin.

Change Healthcare acquired for $135 million

Advised Change Healthcare, a healthcare cost transparency and consumer engagement company, in its sale to Emdeon.

Duke LifePoint Healthcare acquires non-profit Conemaugh Health System for $500 million

Represented Duke LifePoint Healthcare in its $500 million acquisition of Conemaugh Health System, west-central Pennsylvania’s largest health system, including three hospitals, outpatient facilities and physician practices.

Passport Health Communications is acquired by Experian for $850 million

Represented Passport Health Communications in its $850 million acquisition by Experian, plc (LSN: EXPN), the global information services company.

Area of practice

Healthcare

Healthcare

Private Equity

Real Estate