Torrey McClary

Torrey McClary specializes in health care transactions and restructurings and has been instrumental in structuring and negotiating some of the most notable and intricate health system deals in the U.S. Her recent work has involved transformative projects for clients in California and the western region, as well as broader national engagements.

One significant accomplishment for McClary in the last two years was her role as lead counsel in the strategic combination between Atrium Health and Advocate Aurora Health. This merger formed Advocate Health, a $27 billion health system and one of the largest nonprofit health care providers in the nation. The combined entity operates across six states, encompassing 67 hospitals, more than 1,000 care sites and serving five million patients. McClary’s experience played a crucial role in successfully closing this high-profile transaction, which was hailed as one of the most significant nonprofit health care deals of 2022.

The Advocate Health system boasts an extensive network of 150,000 doctors, nurses, researchers, faculty and staff. McClary’s involvement ensured that the consolidation adhered to complex corporate and transactional structures complied with health care regulations, secured federal and state approvals, and addressed the rights of stakeholders and third parties. The transaction also involved navigating nonprofit tax issues and establishing intricate governance structures. This merger allows Advocate Health to deliver nearly $5 billion in annual community benefits.

McClary’s work extends beyond individual deals. She said the significance of completing transactions that enable patients to access health care close to their homes. “Often, parties have perceptions that certain deal models are preferable for optics reasons or because they have prior experience with a particular approach,” she said. “The challenge is to work with the parties to identify the common vision for the deal, including key terms like governance, operational and financial commitments, and strategy, and then back into a model that supports those mutual goals.”

Challenges often arise in aligning parties’ objectives and designing legally compliant structures that pass regulatory scrutiny. McClary and her team excel in this regard, ensuring that all parties involved share a common vision for the deal.

“A current focus among health care providers is on managing cost while improving quality of care to patients. Labor costs and inflation are putting pressure on systems already weakened by pandemic challenges and many struggling hospitals and systems are seeking to partner with more stable systems before it’s too late,” she said. “In order to survive, these systems may require access to capital, economies of scale on purchasing, IT and system services, along with management discipline and expertise.”

“Stronger systems can afford to be more visionary in their deal strategies. They are looking to make bold moves to transform health care in cross-geography megamergers or in cutting-edge, novel partnerships and strategic affiliations,” she continued. “The perception that ‘big is bad’ when it comes to health care M&A will need to be overcome by compelling facts and a strong, factually supported narrative in order to obtain regulatory approvals and successfully implement these game-changing transactions.”

McClary actively participates in charitable and diversity and inclusion initiatives, demonstrating her commitment to the community. Noteworthy endeavors include founding the Women Leaders in Healthcare Network for Southern California and serving on the advisory board of A Window Between Worlds. She also contributes to the American Healthcare Lawyers Association as an author and speaker and is involved with the organization’s health care transactions committee.