List of Material Transactions

Name Date Notice Received by DOH Transaction Closing Date Summary Impact-Groups/Individuals Impact-Services Currently Provided Commitments by the Parties to Mitigate Potential Impacts
Gramercy Park Administrative Services, LLC (a subsidiary of Surgery Partners);
GPDDC, LLC
03/08/2024 05/03/2024 The Seller, GPDDC, LLC, is currently licensed by the NYS Department of Health to operate as a Diagnostic and Treatment Center-Ambulatory Surgery Center (ASC) specializing in gastroenterology services. The Seller's health care services are currently provided in New York City within zip code 10003.
The Buyer, Gramercy Park Administrative Services, LLC, is an administrative services provider.
The transaction will involve the sale of certain non-clinical assets of the Seller/ASC to the Buyer in exchange for cash
and equity in the Buyer. The Parties will enter into an Administrative Services Agreement, under which the Buyer will provide business support services to the Seller/ASC in exchange for an annual fee.
The Parties state that the purpose of the transaction is to facilitate the Seller/ASC's interest in selling certain of its non-clinical assets and receiving business support services, as well as the Buyer's interest in purchasing certain of those non-clinical assets and furnishing business support services to the Seller/ASC.
The Parties do not anticipate any impact on cost, quality, access, health equity, or competition in the impacted markets. The Parties indicate that the transaction will not affect the
services provided by the Seller/ASC or the patient population it currently serves.
The Parties further indicate that all
physicians who currently provide services at the ASC will continue to do so following the Transaction
Closing.
The Parties do not expect any impacts as a result of the Transaction, and therefore have not identified any potential mitigation efforts or other commitments.
Quest Diagnostics Incorporated, Inc.;
Lenco Diagnostic Laboratories, Inc.
01/12/2024 02/12/2024 Under the proposed material transaction, Quest Diagnostics Incorporated (Buyer) seeks to purchase certain assets of Lenco Diagnostic Labs (Seller) (collectively, the Parties), pursuant to an Asset Purchase Agreement. Buyer is a Delaware corporation located in New Jersey and operates 154 patient service center locations in New York. In 2023, Buyer generated approximately $142.6 million in in-state revenue (based on revenue generated from 154 in-state patient service centers).
Seller is a New York corporation located in Brooklyn, New York and operates 20 patient service center locations in New York. Seller conducts a clinical and anatomic pathology laboratory business performing services for individuals, physician practices, ordering providers and other customers. In 2023, Seller generated approximately $62 million in in-state revenue.
Key assets proposed to be acquired include but are not limited to: (i) all customer accounts (i.e., business accounts of health care providers who ordered services from Seller within the 12 months preceding the transaction); (ii) all contractor and supplier lists; (iii) all tangible property, leaseholds, inventory, and equipment; (iv) all standing orders; (vi) all trade names, product names, and logos; and (vii) intellectual property, including patient information. Among other excluded assets, Seller's laboratory would not be acquired under the proposed transaction. Seller may continue using the trade name "Lenco Diagnostic Laboratories, Inc." for up to 24 months following the closing, but thereafter shall use a new corporate name agreed to by Buyer. The proposed closing date is February 12, 2024.
The Parties assert there will be no adverse impact on NYS patients and state that consumer choice and access will increase as a result of the transaction, insofar as the post-transaction entity will participate in more commercial health insurance plans than Seller currently participates with. Additionally, the Parties assert that current patients of Seller will have access to additional service locations through the Quest health system. The Parties indicate that there will be no impact on services and assert that all patient services will remain intact post-transaction. The Department notes that the laboratory currently owned and operated by Seller is not subject to the asset purchase agreement, and, per the proposed Asset Purchase Agreement, Seller has not received any written or verbal indication from the Centers for Medicare and Medicaid Services (CMS) or any other payor that they intend to materially reduce the amount paid to Seller for any of its laboratory services, or terminate Seller as a participating or non-participating provider of Testing.
On 02/08/24, the Parties shared the following additional information relating to Service Impact:
10% of patients currently tested by Seller access services through its patient service centers;
4 of Seller's patient service locations will remain open with the remaining 16 patient service centers to be closed; and
For those patient service locations to be closed, alternative Buyer locations are suggested, averaging less than 1 mile from the Seller location to be closed.
West Side GI, LLC West Side GI Administrative Services Organization, LLC 08/25/2023 09/29/2023 Under the proposed material transaction, West Side GI, LLC, (WSGI), licensed to operate as a Diagnostic and Treatment Center in New York State, will sell certain non-clinical assets to West Side GI Administrative Services Organization, LLC (Buyer) in exchange for cash and rollover equity. WSGI and Buyer will enter into an Administrative Services Agreement in which the Buyer will provide support services to WSGI in exchange for an annual fee. This transaction is intended to facilitate WSGI's sale of certain non-clinical asset in exchange for business support services as well as the Buyer's interest in purchasing such assets and providing such business services. No public impact West Side GI currently provides gastroenterology and related services. WSGI sees Medicare and Medicaid patients, patients with commercial insurance, and charity care patients. WSGI is licensed to operate as a Diagnostic and Treatment Center Westside GI does not plan to reduce or eliminate any existing services under the proposed material transaction.
Invitae Corporation;
Labcorp Genetics, Inc. (a subsidiary of Laboratory Corporation of America Holdings)
06/04/2024 07/29/2024 Invitae Corporation (Seller) is a California-based health care company that delivers genetic testing services, digital health solutions and health data services to patients nationwide, including in New York State. Seller offers genetic testing across multiple clinical areas, including hereditary cancers, precision oncology, and rare diseases.
Labcorp Genetics, Inc. (Buyer) is a Delaware corporation and a wholly-owned subsidiary of Laboratory Corporation of America Holdings. Laboratory Corporation of America Holdings is the guarantor to the transaction.
On February 13, 2024, Seller filed for Chapter 11 bankruptcy. The goal of the proposed transaction is for Seller to sell its assets to pay its creditors and settle its executory debts, while maintaining patient access to Seller’s current services. The Parties assert that the transaction will allow Seller to avoid conversion of its Chapter 11 case to a Chapter 7 liquidation, and further state that the transaction is essential to avoid further depletion of Seller’s cash reserves, which would impair Seller’s ability to remain administratively solvent.
No anticipated adverse impacts. The Parties indicate that the Seller’s workforce would be adversely impacted if the proposed transaction does not occur, insofar as Seller would cease operations without the proposed acquisition by Buyer. As part of the transaction, Buyer has committed to hiring at least 95% of Seller’s employees at compensation and benefit levels at least as favorable as those the employees receive pre-closing No anticipated adverse impacts. The Parties indicate the proposed transaction will allow continued access to genetic testing services and technologies for the Seller’s patients and allow further patients to benefit from the genetic testing services and technologies developed by Seller through the proposed new ownership by Buyer. The Parties indicate that there are no anticipated adverse impacts associated with the transaction, but state that the Parties are committed to monitoring and addressing any such impacts should they arise.