Robert Holcombe calls himself a fireman of sorts.
A longtime corporate lawyer, Holcombe throughout his career has helped a trio of companies put out a number of fires, including board battles, government investigations and big litigation.
“It’s fun. That keeps it interesting, and I enjoy challenges,” he said.
Holcombe, executive vice president, general counsel and corporate secretary of Lake Forest-based home healthcare provider Apria Healthcare Group Inc., was one of five lawyers recognized earlier this month at the Business Journal’s inaugural General Counsel Awards at the Hyatt Regency Irvine.
He received the Lifetime Achievement award for his 14 years with Apria, during which he’s worked on acquisitions, a 2008 buyout by New York private equity firm Blackstone Group LP and other matters.
Before Apria, Holcombe was general counsel for Cooper Cos. a maker of contact lenses that moved from Lake Forest to the Bay Area in 2007, and Planning Research Group, a defense contractor that’s now part of Northrop Grumman Corp.
Board Dynamics
Holcombe joined Apria in 1996. When he got there, he had to navigate a contentious board that came about after a 1995 combination of Abbey Healthcare Group Inc. in Costa Mesa and Fountain Valley-based Homedco Inc. that created Apria.
The combined Apria board was made up of eight directors, four from each company.
“There were disagreements about some fairly basic company organizational things,” Holcombe said.
During that time, Holcombe said he had to remember who he was working for, which he said wasn’t the chief executive, or necessarily the board.
“You’re there to protect the interest of the stockholders because the stockholders, obviously, can replace the board, and sometimes do,” Holcombe said.
The board was replaced in 1998 when Ralph Whitworth’s San Diego-based Relational Investors LLC took a more than 10% stake in Apria.
Seven of the original eight directors departed by midyear and were replaced by directors with ties to Whitworth, including former chief executive Lawrence Higby, who left in 2008.
The upheaval is a distant memory, Holcombe said. Apria now has four board members—including Chief Executive Norman Payson—and fewer committees.
Holcombe said that he’ll have a bit more regulatory work come the fall, with Apria planning to offer $1 billion in debt, which will lead to its financial data becoming public again for the benefit of debt holders.
Apria’s yearly revenue is more than $2 billion, according to Holcombe.
The company faces a constant issue of falling payments for its services, which include providing breathing and drug treatments to patients in their homes.
Reimbursements from insurers, which make up 70% of Apria’s business, and the federal Medicare program, are dropping as regulation increases, Holcombe said.
An alumnus of Princeton University, Columbia Law School and Columbia Business School, Holcombe credits his legal teams with making his work easier.
Background
Before Apria, Holcombe helped put out fires at Cooper, which then was based in New York.
He came to Cooper in 1989, when it was controlled by a pair of families in conflict.
He served as a peacemaker and mediator in the wake of a criminal indictment brought against Cooper and its then co-chairman, Gary Singer, on insider trading allegations.
Holcombe was able to strike a settlement with the Securities and Exchange Commission and reformed Cooper’s board to include independent directors.
He said he also had to tackle lawsuits involving silicone breast implants “that would have wiped the company out.”
Holcombe struck a deal shielding Cooper from liability with New York-based Bristol Myers-Squibb Co., the buyer of the company’s breast implant business.
Holcombe also dealt with a government investigation during his 1980s tenure as vice president and general counsel of defense contractor Planning Research, which was accused of falsifying time sheets and inflating engineering hours and labor charges.
He negotiated with the government, which chose not to bring charges.
Holcombe, who is 67, said he “is still having a lot of fun” and isn’t looking to retire.
