Liles Parker PLLC
(202) 298-8750 (800) 475-1906
Washington, DC | Houston, TX
San Antonio, TX | Baton Rouge, LA

We Defend Healthcare Providers Nationwide in Audits & Investigations

Cell Tower Ground Lease Renewals and Purchases

Call Andy ALynch for assistance with your cell towen ground lease or purchase.(September 15, 2015): A landowner/ground lessor considering a renewal or easement buyout of his cell tower lease is making a MAJOR financial decision. As a businessman (or woman), you understand that. You may also realize that information about what’s “market rent” or “market price” is hard to come by.

Your operator is likely one of the big three public tower companies, American Tower, Crown Castle or SBA Communications (Big Three) – well capitalized and extremely sophisticated in dealing with ground leases. Of course, your lessee is trying to make the best deal for itself.

What’s market? What is a fair or good deal for you the landowner? How can negotiations be positioned to your advantage? In a pinch, what might your lessee ACTUALLY BE WILLING TO PAY to secure your land for the long-term? In addition to price, what terms of a renewal lease are most important to the landowner?

Because data is not readily available about the current market, a landowner should seek industry insight. Andrew C. Lynch, a business attorney at Liles Parker PLLC, has years of experience in the cell tower industry, access to industry data and sources (for all states in the U.S.), and a specialized focus on ground lease renewals. By virtue of years of working collaboratively with clients, Mr. Lynch offers insight and strategic approaches that can position your renewal or buyout negotiations to your advantage.  To make an informed decision, a landowner should consider:

  • The rental stream that the cell tower on your land generates for its Big Three operator

  • What rents the Big Three have recently paid for ground lease renewals (ie. rent comparables) – the magnitude of price increases may surprise you

  • What amounts have the Big Three paid for lease or easement purchases – you might be pleasantly surprised

  • Whether the cell tower on your property might be relocated or de-commissioned

  • Industry standards for annual rent increases (escalators)

  • Tower industry economics

  • The value of the tower asset to your lessee – generally speaking, a very healthy multiple of net tower cash flow

  • The Big Three’s ROI (return on investment) model and its impact on ground lease renewals or purchases

  • Ground lease aggregators – a competitive threat to which the Big Three are responding

  • The corporate priority of the Big Three to securing tower sites for the long term and the substantial capital being allocated to that effort

  • Other key lease terms and conditions for a ground lease renewal

The landscape has changed dramatically in the tower industry since your cell tower was put in service. Your land is substantially more valuable to the tower operator than it was many years ago. The wireless industry has taken flight and your Big Three lessee and its dominant customers – AT&T, Verizon, Sprint, etc. – want to retain access to the tower and cellular antennas elevated thereon.

Third-party investment groups may have contacted you about purchasing your ground lease or an easement. These investors are also experienced and sophisticated in the cell tower industry and generally well capitalized. They represent A COMPETITIVE THREAT and the Big Three have responded. For each of the Big Three, securing its ground leases for the long-term, either by renewal or purchase, is a major corporate priority.

The result – IT’S A SELLER’S MARKET for an astute and informed landowner/ground lessor. If you arm yourself with INFORMATION AND A GOOD ADVISOR, you won’t be taken advantage of and can secure a fair and advantageous deal for yourself. And now is a good time, even if your ground lease has years to run.

Of course, if you are like most lessors, you appreciate the ultra dependable rent check that arrives every month — you don’t want to overplay your hand and jeopardize the income stream. We can help you understand and navigate the ample room that you now have to maximize the present value income from your tower site.

Lynch_AndyContact Andy Lynch at 202-298-8750 (office) or 703-447-4959 (mobile) for a no-obligation, free telephone consultation about your ground lease renewal or buyout. Or email Mr. Lynch at alynch@lilesparker.com. Or if you prefer, have your local attorney or advisor contact Mr. Lynch.

Texas Medical Board Complaints are Serious Business!

Texas Medical Board Complaints are Serious Business

(September 20, 2013):   Like other physicians around the country, Texas physicians are currently facing increasing pressures to ensure that their medical necessity determinations, coverage assessments, documentation, coding and billing activities meet both Medicare’s requirements and those of private payors.  While their duties and responsibilities have continued to increase, reimbursement rates have steadily fallen.  Notably, Texas physicians are also obligated to ensure that their practices comply with each of the professional tenets of the Texas Medical Practice Act.  As many Texas physicians can attest, the Texas Medical Board will not hesitate to investigate and pursue disciplinary action.

I.  Texas Medical Board Complaints Resulted in 41 Disciplinary Actions in August 2013:

Late last month, the Texas Medical Board met from August 29-30, 2013 to consider a number of pending disciplinary cases that have been levied against Texas physicians.  By the end of the meeting, the Texas Medical Board had disciplined 41 licensed physicians and issued two cease and desist orders.  A review of these action can be quite helpful from a “compliance” standpoint.

II.  Overview of the Reasons for Disciplinary Action:

As the summary chart below reflects, a preponderance of the disciplinary actions taken by the Texas Medical Board involved “Quality of Care Issues” under the Texas Medical Practice Act.  Also prevalent among the disciplinary actions were “Non-Therapeutic Prescribing” and “Unprofessional Conduct.”  The ultimate disciplinary actions taken serve to highlight the various types of sanctions that the Texas Medical Board may choose to impose, depending in large part on a physician’s prior disciplinary record and the specific facts of each case.  The various sanctions imposed included:

Agreed Orders for Reprimands.

Peer Monitoring.

Continuing Medical Education (CME). 

Agreements to Refrain [from Certain Conduct]

Revocation of License

Suspension of License

The following chart provides a summary of the various disciplinary actions taken by Texas Medical Board during its August meeting.rview of Disciplinary Actions Taken by the Texas Medical Board

 

 

Quality of Care

Unprofessional   Conduct

Other States Action

Physician’s Medical   or Mental Condition

Violation

of

Prior Order

Non-Therapeutic

Prescribing

Criminal

Behavior

Medical

Record

Keeping

Other

Total

Actions

11

52737213

Agreed

Order

9

32736213

Mediated

Agreed

Order

221

Public

Reprimand

2

1211

Monitoring

of Physician

2

Agreement

To Refrain

From Practice

4

213

1

CME

11

53511

1

Fine / Penalty ($)

62131

1

Suspension of

License

2112

Revocation

of License

51

1

As the chart shows, the Texas Medical Board revoked the license of physicians during the August meeting primarily based on the “Physician’s Medical or Mental Condition.”    The actions of the Texas Medical Board illustrate the role of patient and peer complaints in the investigative and disciplinary process. Each action announced in August, 2013 involved an Agreed Order or a Mediated Agreed Order.  The negotiation of an Agreed Order and the mediation of a Mediated Agreed Order may be best accomplished by a physician with the involvement of an attorney experienced in dealing with the State Medical Board and who understands the remedial and penalty processes typically invoked by a Board of this type.  Should you ever find yourself subject to an investigation by the Texas Medical Board or another State Medical Board, it is essential that you retain experienced health care legal counsel to represent your interests.

The health lawyers at Liles Parker, PLLC, regularly represent physicians and other licensed clinical professionals before State Medical Boards and licensing authorities around the country.  Should you have questions regarding a pending Texas Medical Board complaint, investigation or action, please give us a call for a free consultation.  1 (800) 475-1906.

Non-Disclosure Agreement – Checklist for the Recipient of Confidential Info

Non-Disclosure Agreement.(April 12, 2012): You are considering a business transaction. The other party will be disclosing confidential information to you and asks that you sign its “standard form” Non-Disclosure Agreement.   Before signing a Non-Disclosure Agreement, you need to carefully review whether it is in your best interests to enter into such a document.  Here is a list of questions you should consider when reviewing a proposed Non-Disclosure Agreement.  The list has been compiled from the perspective of the Recipient of the confidential information.  Keep in mind that a “standard form” Non-Disclosure Agreement is usually slanted to the benefit of the disclosing party.  Non-Disclosure Agreements can come back to haunt the Recipient and should be carefully reviewed.  For best results, ask your counsel to review the Non-Disclosure Agreement as well!

  • How is confidential information defined? The Recipient should seek a narrow definition and one that is precise.
  • Does the agreement contain standard exceptions to what constitutes confidential information?
  • The Non-Disclosure Agreement should have a stated term (e.g., one year).
  • Does the agreement contain non-compete provisions and are they appropriate?
  • Does the agreement contain non-solicitation provisions and are they appropriate?
  • Is the agreement mutual where appropriate?
  • Consider whether the agreement impairs, or could impair, the conduct of your current business now or in the future.

If the Non-Disclosure Agreement has a vague definition of confidential information, no exceptions to what is considered confidential, no termination date and broad non-compete and non-solicitation provisions … let the buyer beware and review the Non-Disclosure Agreement especially carefully. Be prepared to further negotiate the terms of the Non-Disclosure Agreement.  As you negotiate the Non-Disclosure Agreement, ask yourself (or do) the following:

  • Can the confidential information be defined to include only written materials that are marked “confidential”?
  • Does the definition of confidential information  specifically reference only proprietary, non-public information?
  • Conversely, does the definition of confidential information exclude (1) information that is or becomes generally known to the public, (2) information in your possession before or after the date of the Non-Disclosure Agreement that is not subject to a confidentiality restriction, and (3) information that is independently developed by you?
  • Does the Non-Disclosure Agreement describe specifically and precisely the nature of the confidential information to be disclosed?
  • Keep records of what confidential information is actually received.
  • Take steps to insure your employees and representatives are aware of and comply with the Non-Disclosure Agreement.
  • The agreement should allow the recipient to disclose information as may be required in a legal proceeding or as required by applicable law or regulation.
  • Does the Non-Disclosure Agreement contain a term and/or termination provision that is reasonable and appropriate?  What is the “economic life” of the confidential information?
  • If you are to receive material, non-public information from a company whose securities are publicly traded, be aware of and comply with applicable “insider trading” regulations.
  • Be aware that the agreement will likely prohibit disclosure and use of the confidential information other than for the stated business purpose.
  • Does the agreement include a “non-compete”?  Is a non-compete appropriate for your business transaction?  Is it overly broad, such as by prohibiting contacts with “all customers” or “prospects”?
  • Within the definition of confidential information, check if the agreement includes items or work product that are derived from the confidential information – make sure the “derivative work” provision is not overly broad.
  • A provision providing for specific enforcement and injunctive relief is commonplace in an Non-Disclosure Agreement; any provision for incidental or consequential damages should be carefully reviewed.
  • Does the Non-Disclosure Agreement include a “non-solicitation of employees” provision?  Is this appropriate given the nature of the business transaction being considered?  Does the non-solicitation contain carve outs for general advertisements for employment or a situation where the employee initiates the conversation regarding employment?
  • Should the agreement be “mutual” in nature – i.e., should your counterparty be making agreements for your benefit as to confidential information, non-competition, or non-solicitation?  Depending of the business transaction being considered, perhaps the agreement should be a two-way street.

Over the years we have seen examples of Non-Disclosure Agreements that are over-reaching and have caused a Recipient unnecessary complication after the fact.  In summary, when signing an Non-Disclosure Agreement as a Recipient, carefully review the Non-Disclosure Agreement as a contract that may be important not only to the disclosing party, but to your current and future business as well.

Andy Lynch has extensive experience representing corporate entities and reviewing non-disclosure agreements.

Andy Lynch has significant experience in reviewing Non-Disclosure Agreements and negotiating business transactions. In addition, Andy is skilled in advising clients on both sides of a deal about the potential risks and consequences of the purchase or sale of a business. Andy can also help with corporate compliance and governance. Andy can be reached at (202) 298-8750.