Robert C. Dewar
Bob Dewar focuses his practice on mergers and acquisitions, corporate finance, venture capital, private equity, secured lending, and general corporate and commercial transactions, with a concentration in senior housing and international transactions.
For over 20 years, Bob has advised private equity firms and other investors on the acquisition or disposition of portfolios of skilled nursing, assisted living, and independent living facilities throughout the United States with an aggregate value exceeding $8 billion. He calls upon his in-depth knowledge of financing, which includes senior secured loans, preferred equity, mezzanine loans, and revolving facilities gained while negotiating loan agreements totaling over $6 billion, to help clients. In addition to loans extended by commercial lenders, Bob has a wealth of experience with agency debt, including the U.S. Department of Housing and Urban Development (HUD); the Federal National Mortgage Association (FNMA), often referred to as “Fannie Mae;” and the Federal Home Loan Mortgage Corporation (FHLMC), also known as “Freddie Mac.” He is also adept at negotiating and documenting joint venture agreements among investors and institutional equity providers, having advised on senior housing deals in which the equity sources contributed over $2 billion, cumulatively.
Bob has provided counsel to clients on mergers and acquisitions, joint ventures, corporate finance, venture capital, and private equity throughout Europe and the United States. Before joining the firm’s office in Richmond, Virginia, Bob practiced in Edinburgh, Scotland; London, England; and Warsaw, Poland. Bob is an active member of the Globalscot network and has assisted a large number of companies from his home country of Scotland to establish and develop their business interests in the United States.
In addition to his extensive senior housing and international transactions practices, Bob has advised on transactions involving software, cable television, telecommunications, food production, and tobacco companies.
The Best Lawyers in America® has recognized Bob as a top attorney in the area of Mergers & Acquisitions Law (2009-present), and he was listed in Virginia Super Lawyers magazine in Business/Corporate Law (2012). He is a member of the Virginia State Bar and the District of Columbia Bar, as well as the Law Society of Scotland and the Law Society of England and Wales and the International Bar Association. He is fluent in French and Italian.
Following the completion of an Honours degree in law at Edinburgh University in 1984, Bob completed his legal training in Edinburgh and qualified as a solicitor in Scotland in 1986. He completed a stage training course with the Commission of the European Communities in Brussels, Belgium, before being awarded his Master of Comparative Law degree by the George Washington University. In 1990, he was admitted to practice law in Virginia. He was admitted as a solicitor in England and Wales in 1995 and as a member of the District of Columbia Bar in 2002.
- The George Washington University Law School (MCL)
- Edinburgh University School of Law (LLB)
Community Involvements
- GlobalScots
- Goochland United Soccer Association
Bar Admissions
- District of Columbia Bar
- Law Society of England and Wales
- Law Society of Scotland
- Virginia State Bar
Listed in The Best Lawyers in America© - Mergers & Acquisitions Law (2009-present)
Listed in Virginia Super Lawyers magazine - Business/Corporate Law (2012)
Experience
Representative Senior Housing Transactions
- Negotiated and documented a $700 million+ restructuring of a senior health care real estate-related investment involving:
- Buyout and replacement of institutional investors holding a majority of the equity.
- Refinancing of a senior loan that was nearly $400 million.
- Financing of two mezzanine loans in the aggregate amount of $300 million.
- Advised a private equity group with respect to the disposition of a portfolio of over 60 skilled nursing facilities in the Southeast and the assumption of related HUD debt.
- Advised a private equity investment group with respect to the managed foreclosure and transfer of a portfolio of over 30 skilled nursing facilities in the Southeast, Northeast, and Midwest.
- Advised a senior healthcare-related REIT on the structuring and documentation of a closed-end investment fund designed to invest in excess of $350 million in the development of multiple senior health care-related real estate assets.
- Advised a private investment fund with respect to the disposition of a portfolio of over 20 owned and seven leased facilities.
- Advised a private equity fund on the sale of over 20 skilled nursing facilities in the Southeast.
- Advised a private equity firm on the acquisition of 17 assisted living and memory care properties in the Southwest.
- Advised a private equity firm on a preferred equity investment with respect to a 15-property portfolio of skilled nursing facilities located in the Southeast.
- Advised a private equity investor with respect to the proposed acquisition and assumption of HUD debt related to a portfolio of more than 30 assisted living facilities in the Southeast.
- Advised a private equity firm on the sale of a portfolio of over 30 properties located across several Midwestern states.
- Advised a private equity firm on the acquisition of a portfolio of 10 assisted living properties in several Southeast states.
- Represented a lender in the sale of a portfolio of facilities. Advised on the acquisition of revolving loans and addressed potential bankruptcy and creditors' rights issues.
- Advised an investment fund on the acquisition of four assisted living and memory care facilities in the West.
- Assisted a private equity fund in the acquisition, leasing, and subsequent disposition of six skilled nursing facilities in the Northeast.
Representative International Transactions
- Represented a spin-out of a U.S. internet start-up company from a global corporate group and the capitalization of the company by German and French shareholders and U.S. management.
- Negotiated the sale of a U.S. roofing products manufacturer to a French acquirer.
- Negotiated and structured exclusive software licensing agreements between a Scottish software developer and U.S.-based hospitals and health care software providers.
- Served as U.S. counsel for a seller in connection with an acquisition of a U.K. and U.S.-based greeting card company by a U.S. acquirer.
- Acted as general outside counsel for a U.K. debt purchasing group organized by U.S. investors. Representation included:
- Establishing U.K. operations for a purchaser of debt portfolios.
- Structuring and negotiating multiple debt portfolio acquisition agreements.
- Establishing a joint venture with a third-party U.K. debt purchaser.
- Negotiating a $40 million line of credit for acquisitions.
- Negotiating a management buyout by the U.K. management team.
- Negotiated a £35 million acquisition by a U.S. public insurance company of a U.K. insurance company.
