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William T. Marshall

October, ****

BIOGRAPHY

William (Bill) T. Marshall has practiced law in Arkansas for over forty years. Prior to becoming a partner in one of the oldest and most prestigious law firms in Arkansas at the time, Bill worked in the corporate headquarters in Nashville, Tennessee, for Hospital Affiliates International, Inc. which later merged into Hospital Corporation of America, both listed on the New York Stock Exchange. Wanting to return to Arkansas, At the age of 27, Bill became Controller and later Chief Financial Officer of one of HCA’s largest owned hospital at the time, Doctor’s Hospital, in Little Rock, a 342 bed acute care hospital. Not wanting to leave Arkansas, Bill then began the private practice of law. As an MBA, CPA (now inactive), J.D., with experience in the corporate headquarters of a New York Stock Exchange company, Chief Financial Officer of one of its largest owned hospitals, and as a business/tax lawyer, Bill has a unique perspective from which to provide legal services to business clients. Bill is rated AV, Peer Review Rated by Martindale-Hubbell, the highest possible rating in legal ability and ethics. Bill has many connections in the healthcare industry and has worked with healthcare attorneys in almost all of the country’s large firms which have health law practices.

EDUCATION

B.S.B.A, in accounting, with Honors, University of Arkansas, Fayetteville-1973 M.B.A, with High Honors - Number One in class- 4.0 GPA, Walton School of Business, University of Arkansas, Fayetteville-1975 J.D., with Honors, the University of Arkansas Bowen School of Law. Member Arkansas Law Review; Published Article in Law Journal. Wrote more top papers than anyone in graduating class-1981

C.P.A. - 1975 (now inactive)

Certified by the Arkansas Board of Legal Specialization as having a Certificate of Special Competence in Tax Law- 1986

Rated A/V by Martindale-Hubble (Highest Ranking for legal ability and ethics) Recognized by Best Lawyers, Best Lawyer’s Lawyer of the Year Health Care Law. Best Lawyer’s Law Firm and Chambers Partners.

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ASSOCIATIONS & MEMBERSHIPS

Licensed to Practice before the United States District Courts for the Eastern and Western Districts of Arkansas, the Eighth Circuit Court of Appeals, the United States Supreme Court, the United States Tax Court, and the IRS. Registered to practice before the Department Appeals Board for Medicare Appeals. Bill is a member of the Arkansas Bar Association, American Bar Association (Health Law Section, Tax Section and Business Law Section), American Institute of Certified Public of Accounting, Arkansas Society of Certified Public Accountants, Central Arkansas Society of Certified Public Accountants, American Health Lawyers Association since its inception, Healthcare Financial Management Association and the Health Care Compliance Association.

WORK EXPERIENCE

1975 – 1978 Worked in the Corporate Headquarters of Hospital Affiliates International, Inc., which later merged into Hospital Corporation of America as a hospital acquisition analyst. 1978 – 1981 CFO of HCA’s largest owned hospital located in Little Rock, Arkansas, a 342 Bed Acute Care Hospital.

1981 – 1985 Partner of the oldest and one of the most prestigious corporate law firms in Little Rock Arkansas, at that time (second largest in the State of Arkansas) - Tax, Healthcare, and Corporate/Banking Departments. Firm dissolved in 1986. 1985 – 2014 Founding Partner of Robinson, Staley, Marshall & Duke, P.A. Firm dissolved in 2014.

2014 – Present William T. Marshall, PLC, Email: adz4zu@r.postjobfree.com. Web: www.bmarshalllaw.com. Office: 501-***-****. EXAMPLE OF HEALTHCARE PROJECTS:

Since 1981, represented many for-profit hospital chains purchasing hospitals in Arkansas and in other states. Since 1981, provided a significant amount of the 3

legal work for a large NYSE hospital company in all aspects of their organization until their merger with Community Health System in 2015.

Represented rural hospital, critical access hospitals, as well as large health care systems in all aspects of regulatory and transactional matters, such as Fraud and Abuse, Stark, provider based clinics, EMTALA, compliance plans, joint-venture transactions with physicians, formation of managed care network, the purchase of physician practices, tax-exempt bond financing, taxable financing, Medicare appeals, medical office building leases (and shared space leasing), medical office building horizontal property regimes, and all aspects of the health care laws regulating health care entities.

Represented an Oncology Clinic in a Medicare Appeals matter and successfully obtained almost a total refund of the significant amount of funds that the Medicare Fiscal Intermediary initially obtained from the Clinic.

Represented a Cardiologist is a Medicare Appeals matter and successfully obtained a refund of the significant amount of funds that the Medicare Fiscal Intermediary initially obtained from the Client.

Represented Saline Memorial Hospital in Benton, Arkansas, which formed a joint venture hospital organization with RCCH/Capella, now LifePoint.

Represented an Endoscopy Center in Arkansas owned and operated by only two older physicians with the following: the sale the Center’s Ambulatory Surgery Center to the local hospital, the sale of their ASC and Clinic building to a REIT, which then leased it back to the hospital (taking the physician out of all personal indebtedness) and the negotiation of short-term physician employment agreements with the hospital in a way that the physicians controlled their practice administration.

Represented the City of Pocahontas in its purchase of Randolph County Medical Center in Pocahontas, Arkansas.

Represented Southwest Hospital in Little Rock, Arkansas, in its sale to a hospital company listed on the NYSE.

Located management for Mississippi County Hospitals (Blytheville & Osceola), whose lessee (larger local hospital) were no longer able to operate the hospitals, 4

negotiated the termination of the lease and helped turn the hospitals around so that they are profitable today.

Represented The Surgical Hospital of Jonesboro, Arkansas (a physician owned hospital) with its sale of an interest in The Surgical Hospital to NEA Clinic, a very large multispecialty physician Clinic in Jonesboro, Arkansas and later with the sale of The Surgical Hospital of Jonesboro to a large non-profit hospital system in Memphis, Tennessee, which constructed owned and operated a new hospital in Jonesboro, Arkansas.

Represented the buyer and assisted in the purchase of the Beverly Nursing Home multi-nursing home chain for all Arkansas facilities (approx. 35 nursing homes).

Represented the purchaser of Quorum Intensive Resources Division (Cambio) from Triad (NYSE). Designed a Contribution/Redemption Transaction under the Tax Laws so Cambio could pay Triad with pre-tax dollars. The IRS audited the transaction and agreed it was appropriate.

Represented Cambio as an independent company and provided consulting services to Cambio’s clients in connection with some of Cambio’s engagements.

Assisted Cambio with its engagement to sell Southside Community Hospital, located in Farmville, Virginia. Assisted in the structure of the transaction so that Southside Community Hospital could merge with a large non-profit medical center located in Roanoke, Virginia (Centra Health), without its outstanding bonds being included in the purchaser’s “Obligated Group” under the bond documents.

Represented St. Francis County, Arkansas, with the termination of the lease between St. Francis County, Arkansas and Baptist Health in Memphis. Prepared request for proposals for St. Francis County’s hospital and ultimately leased the county hospital to Community Health System (NYSE). Worked with the Hospital Board of Governors, Quorum Court and County Judge throughout the whole process.

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Represented physicians in Holt Crock Clinic, a 144 physician group, located in Fort Smith, Arkansas, when it decided to terminate its long term arrangement with PhyCor.

Represented Sparks Regional Medical Center in Ft. Smith, Arkansas, in a proposed $250 Million joint venture transaction with Triad (NYSE and later merged with Community Health Systems which was also on the NYSE).

Represented Wadley Regional Medical Center, in Texarkana, Texas, in its sale to a non-profit hospital organization.

Represented Health Management Associates, Inc. (HMA), (NYSE) develop a national Super PHO, MSO and GPO.

Represented HMA’s PHO’s in Arkansas, Florida, North Carolina and Pennsylvania.

Represented HMA (NYSE) on 37 Provider Based Physician Clinics related to Medicare Issues.

Developed Contract Review Policies for Non-Profit Hospitals in Arkansas.

Developed Hospital, Nursing Home and Physician Group Compliance Plans pursuant to the published OIG guidelines.

Undertook various projects requiring determination whether physicians should be reported to the National Practitioner's Data Bank.

Developed HIPAA Policy Manual for use in Hospitals, Nursing Homes and Physician Practices.

Negotiated and provided all legal work for the sale of physician owned Hot Springs Surgical Hospital, in Hot Springs, Arkansas, to Mercy Health Systems in Hot Springs, Arkansas, in a $40M transaction.

Sold Three Nursing Homes for a non-profit hospital in Arkansas.

Sold Three Nursing Homes and a hospital to a large non-profit hospital in Arkansas.

Sold Home Health Agency for a non-profit hospital in Arkansas.

Sold Five Nursing Homes to another Nursing Home Owner.

Developed the largest PHO in Arkansas in 1985, which is still active and which has expanded throughout the State of Arkansas.

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Developed a large Clinically Integrated Network (CIN) and negotiated a Profit Sharing Agreement with Arkansas Blue Cross Blue Shield.

Have filed applications with the Arkansas Insurance Department for several health insurance companies to provide health and Medicare Advantage products in Arkansas.

Represented the purchaser of a Pediatric Complex Care Hospital

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