Members of our nationally known Senior Housing Transactions Team develop transactional structures that reduce risk, improve profitability and facilitate the availability of institutional capital. Our attorneys are particularly adept in the sale of portfolio companies and have a well-established track record in developing Opco/Propco structures that help clients to realize maximum value in a capital markets exit strategy.

Members of our nationally known Senior Housing Transactions Team develop transactional structures that reduce risk, improve profitability and facilitate the availability of institutional capital. Our attorneys are particularly adept in the sale of portfolio companies and have a well-established track record in developing Opco/Propco structures that help clients to realize maximum value in a capital markets exit strategy.

In the last eight years alone, we have advised on transactions with an aggregate value of more than $10 billion that involved assets ranging from a handful of facilities to “go private,” billion dollar-plus transactions with hundreds of facilities acquired from or sold to publicly traded companies.

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.
  • Business Acumen and Well-Established Industry Relationships: We help you build relationships that align with your growth strategy that can help make deals happen.
  • Broad Perspective and Proactive Approach: We call upon our real estate, tax, commercial leasing, environmental, creditors’ rights and bankruptcy, litigation, regulatory, corporate, and securities lawyers, as needed, to ensure that all aspects of your transaction are considered. We are skilled in identifying and resolving issues in the early stages of a transaction, to help you avoid costly delays, unnecessary risk, and lost revenue. 
  • Comprehensive Services: In addition to completing the core transaction, we can negotiate and help resolve issues among tenants/operators, lenders, equity participants, and regulatory authorities.

Clients

  • Regional and national portfolio companies
  • Investors
  • Operators
  • Lenders

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
  • Cash and noncash 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

The following is a sampling of our lawyers' experience.

  • Represented a private equity buyer in the purchase of a portfolio of 60+ senior housing facilities from a lender to the health care industry. The firm provided counsel on a series of portfolio closings with HUD, which comprised approximately 50 properties.
  • Represented an integrated long term care owner and operator in the reorganization of the company into an Opco/Propco structure and sale of a 100+ facility portfolio of SNFs and ALFs to a publicly traded REIT.
  • Represented a real estate owner and health care operator in the sale of all real estate assets to a publicly traded REIT after the restructure of the company into an Opco/Propco.
  • Represented a private equity buyer in the acquisition of a real estate owner and health care operator by a reverse merger.
  • Represented a private equity seller in the sale of six portfolios of nursing home properties (180+ facilities) to a lender to the health care industry in multiple states after the restructure of the six companies into an Opco/Propco.
  • Represented a private equity purchaser in the acquisition of a portfolio of 60 SNFs and related ancillary businesses. Restructured the company into an Opco/Propco.
  • Represented a health care operator in the acquisition of a publicly traded health care company.
  • Represented a private equity buyer in the acquisition of an assisted living and memory care portfolio of 18 facilities. Restructured the company into an Opco/Propco, and subsequently handled the sale of the same.
  • Represented a private equity purchaser in an M&A transaction that resulted in the client acquiring 66 SNFs pursuant to a stock deal involving the U.S. Bankruptcy Court. Restructured the company into an Opco/Propco.
  • Represented a health care operator in the acquisition of 24 nursing facilities as part of a Canadian health care operator's divestiture of its U.S. division.
  • Represented a private equity purchaser in the acquisition of 15 SNFs and ALFs and then handled the sale of the operations to a third party operator.
  • Represented a private equity seller in the sale of a portfolio of ALFs and ILFs to a publicly traded operator of SNFs.
  • Represented a private equity buyer in the acquisition of a portfolio of nine properties.
  • Represented a private equity buyer in the acquisition of nine facilities in five different states.
  • Represented a private equity buyer in the acquisition of a portfolio of nine properties.
  • Represented a health care operator in the divestiture of 18 ALFs in a Midwestern state.
  • Represented a private equity buyer in the acquisition of a West Coast portfolio of six ALFs.
  • Represented a health care operator in the acquisition of two SNFs in the Southwest.
  • Represented a health care operator in the acquisition of an SNF in the Northeast.

News

  • "When Pristine Senior Management, LLC took on a portfolio of 15 SNFs in Ohio, it was one of the largest transactions in 2015 in the seniors housing space. The way that Larry Siegel and his responsive, energetic and knowledgeable team guided us through every step of the way until closing was amazing. In the middle of the negotiation, I always felt so secure because of  Larry’s team’s confidence in getting to closing. I appreciated the way they truly cared about me as an individual, and felt I was a friend, not just a client or number." - Christopher T. Cook, Chief Executive Officer, Pristine Senior Management, LLC