Senior Housing Transactions

Members of our Senior Housing Transactions Team develop innovative and creative transactional structures and solutions that enable the successful conclusion of deals. Our attorneys have a significant depth of experience in the acquisition and sale of portfolios of senior health care properties and assist a variety of clients through the transaction cycle of acquisition, restructuring, development, seasoning and disposition.

Our attorneys have advised on transactions involving assets ranging from a handful of facilities to “go private” billion-dollar-plus transactions with hundreds of facilities. We have represented a wide range of participants from sole proprietors to private equity funds, regionally or nationally focused funds, foreign investors, REITs and publicly traded companies.

These transactions rarely begin and end as a simple acquisition of the assets the client has identified. Each deal is multifaceted and involves negotiating a variety of documents with multiple participants, including active and passive investors; institutional and government sponsored lenders; operators; developers; regulators; and providers of third-party reports, all of whom have differing interests and agendas. We help to solve the problems of our clients by considering the best solutions involving the myriad transactional counterparts involved in a typical deal.

KEY BENEFITS OF WORKING WITH US

• National capabilities

  Regardless of the location of the assets in your transaction, we can assist you. Our experience is national in scope. We regularly coordinate deals across several states, working with local counsel and regulators to ensure compliance in each of those locations.

• Business acumen and well-established industry relationships

  Our many years of participation in the industry have enabled us to develop relationships with lenders, operators and other service providers that can be leveraged for the benefit of our clients.

• Broad perspective and proactive approach

  We call upon our real estate, tax, commercial leasing, environmental, creditors’ rights and bankruptcy, litigation, regulatory health care, corporate, and securities lawyers, as needed, to address all aspects of your transaction. In each of those disciplines, we have practitioners who have an advanced understanding of the industry and the specific issues that are central to a deal. We are adept in identifying and resolving issues at all stages of a transaction, to help you avoid costly delays, unnecessary risk and impediments to completion.

• Comprehensive services

  In addition to completing the core transaction, we negotiate and help resolve issues with tenants/operators, lenders, equity participants and regulatory authorities.

• Continued assistance

  Unlike many firms, the completion of the transaction does not mark the end of assistance from the Williams Mullen deal team. The continued involvement of members of the original deal team, and the historical and institutional knowledge they share with the client’s management team, have proven valuable to clients that subsequently pursue dispositions, releases of property, refinancing, restructuring and exit transactions.

• Financing experience

  We have participated in transactions using all types of financing, from single commercial loans to more sophisticated structures involving multiple lenders with differing rights, such as senior and mezzanine loans, A/B structures and preferred equity. In addition, we have assisted with financing secured after the acquisition to enable expansion or remediation of facilities, or construction of additional buildings. Most recently, many acquirers have used bridge to agency finance to take advantage of premium rates available from the Federal Housing Administration (FHA)/U.S. Department of Housing and Urban Development (HUD); the Federal National Mortgage Association ("Fannie Mae"); and the Federal Home Loan Mortgage Corporation ("Freddie Mac").

• Regulatory insights

  Our attorneys have considerable experience in advising on regulatory matters involving senior health care assets, including licensing and compliance with state requirements and federal programs, such as Medicare and Medicaid. 

ASSET TYPES

• Skilled Nursing Facilities (SNFs)
• Assisted Living Facilities (ALFs)
• Independent Living Facilities (ILFs)
• Continuing Care Retirement Communities (CCRCs) 

EXPERIENCE

• Acquisitions and dispositions of assets and facilities
• Stock acquisitions and dispositions
• Mergers
• “Go private” transactions
• Corporate restructurings and recapitalizations
• Senior debt facilities
• Government agency insured financing programs, such as Fannie Mae, Freddie Mac and FHA/HUD funding programs
• Bridge and mezzanine loans
• Leveraged buyouts
• Holding company formations
• Spin-offs
• Liquidations
• REIT compliance and structuring