Capabilities
Senior Living, Long-Term Care

Real Estate and Tax Transactions

Members of our team have substantial experience representing commercial and investment banks, private equity firms, and other commercial and institutional lenders and investors providing financing to this industry, and owners of real estate assets utilized by these facilities, including Real Estate Investment Trusts (REITS) and tax advisors. 

We regularly represent clients with respect to the regulatory and structuring considerations in business transactions, whether the transaction involves a change of ownership or control, expansion of an existing facility, or the development of a de novo facility. We routinely advise clients on transaction structure and regulatory approval requirements to help avoid unnecessary delays and minimize cash flow interruption arising from the complex state and Federal licensure, certificate of need (CON), Medicare and Medicaid enrollment and certification, and regulatory requirements and processes. We also have attorneys who can assist with accreditation and survey issues if the need arises. In addition, we assist our clients with all aspects of project development for new facilities.

Representative REIT and tax transactions experience includes

  • Omega Health Care Investors, a Maryland-based publicly traded REIT, in connection with its $133 million acquisition and lease-back transaction concerning 18 care home facilities in the UK with Gold Care Holdings Limited.
  • A publicly-traded REIT in connection with the acquisition of a portfolio of five skilled nursing homes in Texas.
  • A publicly-traded REIT in connection with the acquisition of an assisted living facility in Louisiana.
  • A publicly-traded REIT as special REIT tax counsel in its definitive agreement with a foreign pension fund to acquire a publicly-traded Canadian corporation that owns and operates high-quality seniors housing communities.
  • A publicly-traded REIT as special REIT tax counsel to the publicly-traded REIT in its acquisition of multiple premium-quality senior housing communities in the UK.
  • A publicly-traded REIT as special REIT counsel to the publicly-traded REIT on the REIT tax and cross-border tax issues associated with the acquisition of the outstanding units of a publicly traded Canadian REIT with operations in Canada and the US.
  • A publicly-traded REIT as tax counsel in connection with a triple net lease transaction with the publicly-traded REIT on a portfolio of high-quality senior housing communities previously.
  • A foreign pension fund as special REIT counsel in connection with a joint venture with the foreign pension fund resulting in shared ownership of 47 Canadian retirement residences.
  • A publicly-traded REIT in connection with the company’s acquisition of the Sunrise Senior Living, Inc. property portfolio and the sale of the Sunrise management company.
  • A Canadian REIT in connection with a joint venture where the Canadian REIT, acquired more than a portfolio of Canadian senior housing suites. The deal is distinguished by the complexities in reconciling the US real estate investment regulations and the Canadian mutual fund trust laws.
  • A portfolio of senior housing facilities on REIT tax planning for the acquisition in New York, special tax structuring due to the New York regulatory requirements, and pre-submission conference with the IRS for a private letter ruling.
  • Privately-owned health care offices in a multi-billion acquisition and leaseback of substantially all of the real estate assets 147 post-acute, skilled nursing and assisted living facilities in 11 Northeast and Mid-Atlantic states.
  • Scientific Protein Laboratories and American Capital in Heparin litigation, including international fact investigation.
  • American Red Cross in the HIV litigation defended hundreds of cases nationwide, including trying five.

Experience

Welltower, Inc. Acquisition of Vintage Senior Living housing portfolio
Acted as REIT tax counsel for client specializing in healthcare properties in its US$1.15 billion acquisition of a 19-property portfolio offering a combination of independent living, assisted living, and memory care in Southern and Northern California.
Overview

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