Lawyers from King & Spalding offices around the East Coast helped pharmacy benefits manager BioScrip Inc. put together a cash, stock and debt payoff deal valued at $343 million to purchase Critical Homecare Solutions.

Although most aspects of the deal were handled out of the firm’s New York office under the leadership of partner E. William Bates II—who practiced at K&S’s Atlanta office before decamping to the firm’s Big Apple outpost in 1993—local lawyers worked on tax, benefits and other parts of the transaction.

“From a tax standpoint, the primary consideration is making sure that the transaction qualifies as a tax-free reorganization,” said Atlanta tax partner Robert G. Woodward, explaining that shareholders must receive at least 40 percent of their compensation in stock; the rest can come from cash or warrants. “The key issue is compliance with what’s called the continuity of interest requirement, so that the stock that’s issued to the target company shareholders is not taxable to them, and the transaction doesn’t trigger a tax liability at the corporate level,” he said.

Elmsford, N.Y.-based BioScrip will pay $242 million—including $132 million to retire the company’s debt—and will issue $101.2 million in common stock, based on BioScrip’s Jan. 22 closing share price, according to information from the company. BioScrip also will issue more than 3 million warrants with a $10 exercise price and a five-year term to Critical Homecare shareholders.

Jefferies Finance provided $375 million in financing.

Atlanta partner Donald S. Kohla, who handled benefits issues, said the primary challenge for his team came from trying to figure out how Critical Homecare’s numerous acquisitions over the past few years had been integrated into the entity that BioScrip was purchasing. Another challenge, he said, was Critical Homecare’s workforce structure, which includes both regular and contract employees.

Critical Homecare is a Conshohocken, Pa.-based provider of home health care services whose controlling shareholder is Kohlberg & Co., a private equity firm that will hold about one-quarter of BioScrip’s common stock on a fully diluted basis.

Bryan Cave lawyers—though none from Atlanta—provided regulatory counsel for BioScrip, and Sonnenschein Nath & Rosenthal provided regulatory counsel for Critical Homecare. Lawyers from Paul, Weiss, Rifkind, Wharton & Garrison represented Kohlberg in the deal.

The deal, which is subject to regulatory approval, is expected to close by March 31.