Senior Living, Long-Term Care

Transactional Work

We act as lead transactional attorneys on acquisitions and divestitures by public, private and non-profit companies transferring ownership or control of senior living and long-term care facilities and related businesses throughout the country. This includes purchases, sales and financings of single-asset projects as well as portfolios of diverse senior living, long-term care, and other healthcare facility assets in multi-state transactions. These transactions include mergers, asset purchases, joint ventures, stock purchases, and operations transfer agreements, many of which have occurred in the context of bankruptcy proceedings.   

Our representation also covers all other business matters, including structuring, negotiating, drafting, and reviewing management, administrative services, professional services, and consulting agreements, and real estate and operating leases. Many of these agreements included financing commitments and purchase options. Because of the depth of our experience in this industry, we are able to effectively integrate an understanding of the business practices and approaches that are customary and particular to this industry with our regulatory and compliance expertise and our overall transactional experience, to provide our clients with representation that is designed to meet their objectives efficiently and effectively.

Representative transactional 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.
  • Omega Health Care Investors, a Maryland-based publicly traded REIT, in connection with new $1.8 billion senior unsecured revolving and term loan credit facility, an amended and restated $250 million senior unsecured term loan credit facility and, for its subsidiary, a new $100 million senior unsecured term loan credit facility.
  • 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.
  • Cain Brothers in its role as financial adviser in a number of healthcare and medical technology merger and acquisition transactions.
  • Resolution Health Corporation, a data-analytics personal healthcare guidance company, in its acquisition by WellPoint, Inc.
  • Coast Dental Services in its acquisition of Dental Technology, Inc. (doing business as SmileCare) and Community Dental Services, Inc. DTI and its subsidiaries operate 57 SmileCare dental practices in California, Nevada and Texas.
  • DDS Concepts, LLC in the sale of all its membership interests and its ownership interests in international subsidiaries to Blue Sea Capital/CITIC Capital.
  • A physician practice in the sale of assets and entry into practice management arrangement with portfolio company of private equity buyer .
  • CML Healthcare (Canada) in its acquisition of diagnostic imaging facilities in the Northeast United States.
  • Geisinger Health System Foundation in the formation of xG Health Solutions, Inc. and obtaining private equity financing for the new venture.
  • Perseus Partners VII, L.P. in the creation and sale of healthcare information services platform to Merck Global Health Innovation Fund, L.L.C.
  • A senior secured lender in the leveraged buyout financing of one of the nation's largest drug and alcohol testing laboratories.
  • Lead Arranger and Lender in $1 billion term loan facility to a leading Israeli pharmaceutical company.
  • TriVascular, Inc. in connection with various venture and secured loan transactions.
  • Promega Corporation in a $145 million secured term loan and revolving credit facility.
  • A senior secured lender in a senior secured loan to a clinical stage oncology pharmaceutical company.
  • A secured lender in workout negotiations involving an Arizona retirement community.
  • The Halifax Group in its leveraged acquisition of Envision Pharma Group.
  • Intelident Solutions, Inc. in connection with its secured credit facilities with Regions Bank and Hancock Bank.
  • Bayer in all financing aspects of its licensing arrangements with KYTHERA Biopharmaceuticals, Inc.

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