Assisted Living Facilities

Clients rely on us to provide collaborative, inter-disciplinary legal counsel while ensuring compliance with ever-changing regulations.

Overview

We represent assisted living facilities (ALFs) their staff and employees, as well as investors and lenders, at every stage of the business lifecycle. We counsel our clients in a wide range of areas from acquiring required certificates of need (CON) and proper licensure permits to compliance with ever-changing federal and state regulations.

Operating an ALF involves numerous interdependent legal issues and our team has the specialists who know them all. Our clients rely on us to help them obtain the required certifications and licenses, comply with ever-changing federal and state regulations, respond to and resolve inquiries from state and federal agencies. We also handle contract negotiations and disputes with vendors, employment matters and professional liability disputes.

We have extensive experience in managing the chain of ownership, operational company/property company split deals, and other regulatory aspects of healthcare transactions involving ALFs, ranging from single-facility purchases and sales to some of the largest multi-state transactions. Our strong relationships with financial institutions allow us to help our clients more easily obtain the financing they need for deals and operational expenditures.

One of the greatest benefits that we provide to our clients is our collaborative and interdisciplinary teams comprised of the specialists each matter requires. Thus, we apply real estate expertise to ALF acquisition and design; tax expertise to state, local and federal tax treatment of the development; securities expertise to the syndication of management companies; business transaction expertise to the structure and operation of the facility; and regulatory skill to the various state CON / licensure requirements, employment issues, litigation, and contract negotiation.

Experience

  • Advised private home care and assisted living company in sale to private-equity backed strategic buyer.

  • Advised a leading owner-operator of integrated senior healthcare campuses in multiple facility refinancings (including with HUD) in a number of states, including Indiana, Kentucky, Michigan, and Ohio. AGG assisted with determining any filing requirements for the refinancings, the compilation of filings, and the opinion-writing process for the many facilities, including nursing facilities, assisted living facilities, residential care facilities, and homes for the aged.

  • Assisted a national REIT in its minority investment in a portfolio of a variety of healthcare providers, including assisted living, memory care, hospice, and private-pay in-home care. The providers were located in multiple states, including Arizona, California, Illinois, Texas, Utah, Washington, and Wisconsin. AGG’s involvement included in-depth diligence, including a review of the providers’ licenses, permits, certifications, and accreditations, PEPPER reports, government investigations and surveys, hospice cap calculations, compliance program, background screening, HIPAA, medical directorships, admission agreements, commercial payor audits, and corporate practice of medicine. AGG also assisted with preparing the underlying investment agreement and related disclosure schedules.

  • Represented a longstanding long-term care provider in its sale of over 50 facilities, which included skilled nursing, assisted living, and independent living facilities in 11 states, including Florida, Georgia, Louisiana, Maryland, New Jersey, New York, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. AGG prepared all filings associated with the stock transfer of the providers, including all pre- and post-closing filings, and advised on regulatory components of the deal document. The transaction was valued at over $400 million.

  • Represented a publicly traded REIT in a $4 billion sale of a portfolio of senior housing facilities.

  • Assisting with regulatory filings for national provider of provider of short-term post-acute, rehabilitation, skilled nursing and long-term care services.

  • Represented seller of an assisted living complex on Roswell Road by preparing and negotiating purchase and sale agreement, responding to title objections, resolving title issues, drafting conveyance documents and assisting in the closing.

  • Obtained rulings from the North Carolina Court of Appeals and South Carolina Court of Appeals enforcing pre-dispute arbitration agreements entered in connection with nursing home admissions. Westmoreland v. High Point Healthcare Inc., 721 S.E.2d 712 (N.C. App. 2012) (holding that agreement was not unconscionable and enforcing agreement notwithstanding unavailability of AAA to administer arbitration); Johnson v. Heritage Healthcare of Estill, LLC, 2014-UP-318 (S.C. App. Aug. 6, 2014) (unpublished).

  • Defended UHS-Pruitt Corporation in a two week nursing home liability jury trial, obtaining a favorable result on behalf of the client.

  • Successfully negotiated the resolution of claims for reimbursement of Medicare bad debts on behalf of a group of skilled nursing providers following an appeal to the U.S. Court of Appeals for the Eleventh Circuit.

  • Assisted healthcare client with redesign and drafting of amended and restated phantom stock plan and plan award-related documents.

  • Assisted with the closing of a multi-family senior housing transaction for a 100-unit project being developed on property leased from the Atlanta Housing Authority and financed with a $2.2 million FHA-insured 221(d)(4) loan and more than $11 million in tax credit equity.

  • Assisted with the acquisition and construction financing for a 96-unit rental housing facility for seniors.

  • Assisted with development and construction financing for an 80-unit senior community sponsored by The Housing Authority of the City of Decatur and financed using conventional debt, state and federal low income housing tax credits, HUD funds and renewable energy credits.

  • Participated in representing a healthcare private equity investor in the $2.4 billion dollar sale of the real estate assets of a national nursing home company.

  • Assisted national provider of assisted living facilities with a $40 million line of credit loan financed by real estate acquisition and construction projects.

  • Represented former CEO and Treasurer of national, publicly traded nursing home chain in parallel civil and criminal anti-kickback and false claims investigations. No charges or lawsuits were filed against client.

  • Advised and guided multiple providers through the regulatory audit process by a Medicare and Medicaid contractor.

  • Assisted with counseling a national nursing home provider on government investigations for fraud and abuse.

  • Obtained Certificate of Need approval and initial licensure and Medicaid enrollment of one of the nation’s first assisted living projects funded with affordable housing tax credits.

  • Obtained regulatory approval for the replacement of a nursing facility operator on an expedited timeline on behalf of a REIT (accomplished in three weeks with a typical state timeline of three months).

  • Represented a publicly traded REIT in a $1.125 billion acquisition and restructuring of a senior housing provider that operates 96 senior-living communities as well as pharmacies in the Midwest.

  • Represented a publicly traded REIT in a $4 billion sale of a portfolio of senior housing facilities.

  • Represented one of the nation’s largest private post-acute care providers in a merger with a publicly traded post-acute care provider resulting in a combined publicly traded company with annual revenues of $5.5 billion.

  • Represented two large publicly traded nursing home companies in Department of Justice investigation of reimbursements for therapy provided at nursing homes.

  • Representing Lenbrook Square Foundation Inc., a premiere nonprofit continuing care retirement center in Atlanta, since its conception in 1980 until the present. In 2006, Lenbrook issued $172,775,000 of tax exempt bonds, the proceeds of which were used to expand Lenbrook’s campus.

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