Doug Nail and Sarah Proctor to Present on AR Financing at the HMAC Conference 2023
Nov 13, 2023
douglas a. nail
Partner
Atlanta
“Doug is an extremely knowledgeable and very experienced finance lawyer. He stands out in his ability to work effectively, especially when things aren't going smoothly.”
Chambers USA 2023
Overview
Doug Nail is uniquely focused on healthcare finance. Over the course of his 34-year career, Doug has guided lenders to the successful closing of countless secured loan transactions. His deep understanding of the healthcare industry and extensive experience with the business and regulatory environment affecting healthcare borrowers allows him to provide his clients with penetrating insights and industry-specific knowledge and experience that maximize the chances of deal success in this highly regulated space.
Having represented numerous lenders in secured healthcare financing transactions, Doug is able to provide a unique level of service to lenders in this area. The needs of healthcare industry borrowers are complex, and Doug has helped lenders close deals with providers in nearly every space in the healthcare field, including skilled nursing, acute care hospital/health system, home health, inpatient rehab, diagnostic imaging, and long-term acute care, and with pharmaceutical companies and manufacturers of medical devices.
Doug also has extensive experience representing lenders in non-healthcare asset-based loan transactions and experience representing lenders in commercial loan portfolio sales and purchases and debtor-in-possession and exit financing deals. His extensive experience includes structuring, negotiating, closing and restructuring asset-based and other secured loan transactions.
Doug is committed to seeing his clients achieve their objectives. His client-focused approach and responsive style ensures that the lenders he works with have the highest degree of confidence that their deals are in good hands.
Doug is a former member of the Firm’s Executive Committee and former Co-Chair of the Firm’s Recruiting Committee.
Experience
- Represented a national bank’s specialty healthcare group, as lender, in a secured revolving and term loan facility to a sponsor-backed, multi-state diagnostic imaging company. We originally documented this as an asset-based transaction, then over a seven-year period documented the borrowers’ post-default workout and forbearance, including sponsor credit enhancement, before later redocumenting the facility as a cash flow transaction. The transaction involved extensive legal and regulatory diligence, with a structure including management arrangements and joint ventures requiring analysis of federal Anti-Kickback Statute, Stark Law, Medicare Anti-Markup Rule, and state corporate practice of medicine issues.
- Represented a national bank, as agent, in the recapitalization of a lender finance company in providing a syndicated credit facility to lender finance company, along with negotiating complex intercreditor agreements and restructuring the borrower’s cash management in connection with subordinated debt and a captive, separately financed participant.
- Represented a national bank, as agent, in the re-documentation of senior secured syndicated ABL credit facility. The transaction included as eligible collateral a significant amount of in-transit inventory and the negotiation with an array of borrower’s logistics providers of documentation necessary to ensure ongoing perfection of Agent’s security interest in such inventory while in transit from Asia to the U.S.
- Represented a non-bank specialty healthcare lender with respect to a senior secured ABL credit facility to a not-for-profit safety net hospital closed in connection with the acquisition by a Georgia county from a local hospital authority of the underlying real estate and related hospital lease to the borrower and defeasance of hospital authority bonds. Parker Hudson’s Healthcare practice group was actively engaged to ensure compliance with, or exemption from, the Georgia Hospital Acquisition Act and CON requirements in connection with restructuring transactions.
- Represented a non-bank specialty healthcare lender in senior secured ABL credit facility to provider of products for joint replacement, including hip and knee implants and robotic-assisted technology platform. The transaction involved extensive collaboration with Parker Hudson’s Healthcare practice group in assessing regulatory issues applicable to medical device manufacturers and extensive negotiations of an intercreditor agreement with the term lender.
- Represented a non-bank specialty healthcare lender in connection with a secured asset-based revolving credit facility to a pharmaceutical claims processing company. The transaction involved substantial contractual and legal analysis and related documentation regarding the rights of an intermediary network to healthcare receivables.
- Represented a non-bank specialty healthcare lender in connection with a secured asset-based revolving credit facility to a company that provided infusion services and respiratory clinical care. In connection with the transaction, Parker Hudson conducted extensive analysis relating to an existing joint venture relationship of the borrowers.
- Routinely represent specialty healthcare lenders (both bank and non-bank) in their role as secured working capital lender to SNF operators in connection with term financing to the underlying propco, including HUD Section 232 financing. In these transactions, we negotiate credit facility documentation with the SNF operator and its counsel and engage with an array of documentation (including intercreditor agreement) with the underlying propco lender and its counsel and, in the case of HUD financing to the propco, HUD and its attorneys. Due to Parker Hudson’s consistent presence in this market, we have developed good and effective working relationships with a number of lawyers whose practices involve the representation of significant national players in the HUD Section 232 financing space, thereby facilitating a smoother HUD approval process.
- Represented a non-bank specialty healthcare lender, as agent and sole lender, in providing an asset-based senior secured revolving credit facility to a not-for-profit two-hospital integrated healthcare system. The transaction required the negotiation of intercreditor agreements with the borrowers' primary pharmacy suppliers and involved significant input and guidance from Parker Hudson's Healthcare practice group in analyzing, and enabling our client to assess, the categories of reimbursement (including DSH, UPL and FMP) payable to the borrowers by various third-party payors.
Thought Leadership
- Presentation: Accounts Receivable Essentials Mostly Explained…Not Losing your Religion when the Operator tells you there is going to be AR Financing on a HUD Deal, Healthcare Mortgagee Advisory Council (HMAC) Annual Conference, November 13, 2023
- Presentation: HUD 232 Financing/AR Lending, May 10, 2022
- Presentation: Collateral Analysis – Beware of the “Gotchas” - Part II, September 1, 2021
- Author, "COVID-19 Relief And Its Impact On Secured Healthcare Lenders," The Secured Lender, April 2021, pgs 40-42
- Participated as a panelist on the topic of the revised form of HUD Intercreditor Agreement for use in skilled nursing facility financings at the Secured Lending seminar on February 6, 2014, sponsored by the Georgia Institute of Continuing Legal Education.
- Speaker and Author - Healthcare Finance -- Issues for the Secured Lender at 2012 Secured Lending Seminar sponsored by the Georgia Institute of Continuing Legal Education
- Speaker - Webinar and in-house seminar presentations for clients on topics that include healthcare financing issues, Revised Article 9, real estate collateral, credit agreement representations, warranties, covenants and events of default, intercreditor agreements, "collateral gotchas" and healthcare finance transaction case studies
- Speaker and Author - Real Estate Collateral at 2003 Commercial Lending Requirements and Loan Documentation in Georgia seminar sponsored by Lorman Education Services
- Speaker and Author - Landlord and Mortgagee Agreements at 1996 Secured Lending seminar sponsored by the Georgia Institute of Continuing Legal Education
- Contributor - Lending Law in Georgia, 2008 Version, A Guide for Commercial Lenders
Areas of focus
- Financial Services
- Healthcare
- Commercial Finance
- Healthcare Transactions
Education
- University of Georgia - (J.D., magna cum laude, 1988) Order of the Coif; Member, Editorial Board, Georgia Law Review, 1986-1987
- University of Georgia - (B.B.A., 1984)
Accolades
- Recognized by The Best Lawyers in America® in Commercial Finance Law (2022-2024) and Banking and Finance Law (2022-2024)
- Recognized by Chambers USA in Banking and Finance - Georgia (2021-2023)
- Recognized as one of Georgia's "Top Rated Lawyers" by Martindale-Hubbell and ALM (2012)
- Recipient, John and Mary Franklin Foundation Academic Scholarship
- Recipient, Teagle Foundation Academic Scholarship
Professional affiliations
- State Bar of Georgia (Former Member, Legal Opinion Subcommittee, Uniform Commercial Code Committee, Corporate and Banking Law Section)
- American Bar Association
- Macalester College Parent Council 2017-2020
- Active member of St. Martin in the Fields Episcopal Church in Atlanta, Georgia
- St. Martin's Episcopal School Trustee (2001-2007)
Admitted to practice
- Georgia