Seniors Housing & Care

Our approach

The largest generation in history is entering retirement age, creating a significant need for new models of housing and care. We are dedicated to helping our clients capitalize on the opportunities presented by an aging population—and manage their transactional and operational risks in the process.

When you hire Nixon Peabody for a seniors housing and care matter, you are hiring lawyers who truly understand your business and have deep experience to help you identify and mitigate its many risks. We serve on boards, we teach in the field and we actively participate in local and national seniors housing and care trade groups. Our team’s dedication to the sector results in practical, yet creative solutions for our clients that add value in every engagement, however simple or complex.

From representing investors in billion dollar, multi-national portfolio transactions to handling day-to-day general legal and risk management matters for a nonprofit CCRC, we serve a diverse group of national and international clients. We also act as “legal watch dogs,” providing client alerts to calls for regulatory oversight and disclosure to keep our clients ahead of the game and prepared for change.

Whether it concerns the integration of seniors housing into managed care networks, structuring affordable seniors housing projects or the mainstreaming of sustainable seniors housing, we are always on the cutting edge of tomorrow’s hot topics.

Who we work with

• Financial stakeholders. Our clients are investors, underwriters, credit enhancement providers, bond issuers, purchasers, sellers and developers.
• Owners and operators in local markets and on a national or international scale. Facilities run the full gamut from independent living communities and assisted living and skilled nursing facilities to CCRCs, home health agencies and adult day care programs.
• Nonprofit developers and operators of housing for seniors, including affordable housing projects financed or subsidized by HUD programs, tax-exempt bonds and/or the low-income housing tax credit (LIHTC).

Recent experience

• Representing a national seniors housing owner and provider in connection with the expansion of its life care at home programs in the Midwest and Eastern U.S. NP is assisting our client with all legal aspects of the business expansion, including establishing subsidiaries, reviewing regulatory compliance and preparing member and vendor agreements. The client offers programs, services and communities for aging adults in eight states across the country.
• Represented a joint venture comprised of a China-based investment management company and a China-based life insurance company in closing a deal to purchase a significant seniors housing and assisted living portfolio in the U.S. via a joint venture with a U.S. health care and real estate investment trust. The portfolio consisted of 11 seniors housing properties and 28 long-term/post-acute care facilities in 11 states.
• Serve as regulatory counsel on an ongoing basis to a national health care and seniors housing REIT as it acquires acute care hospitals across the U.S.
• Wisconsin and Michigan nursing home and assisted living facilities portfolio—Represented the owner in the complicated sale of the equity of the operating entities and lease of real estate assets of numerous nursing homes and assisted living facilities in Wisconsin and Michigan for a maximum sale price of $90 million. Renegotiated all agreements, including the purchase agreement, securities purchase, and lease agreement, the master lease agreement, and the loan documents in order to put the seller in a stronger position.
• New England seniors housing portfolio—Negotiating an $890M sale of 34 seniors housing properties (more than 3,000 units) located in six states for a foreign-based real estate company. The team negotiated and drafted the portfolio sale agreement, a wind-up agreement with our client’s joint venture partner and an agreement for the sale of stock in the company that manages the properties.
• $93 million tax-exempt bond financing—Represented the oldest CCRC non-profit owner/operator in the Boston area as borrower of $93 in tax-exempt bonds. We were also instrumental in its growth from a single campus into a multi-campus seniors health system via acquisition, redevelopment and bond re-funding transactions. Successfully handled myriad operations-side legal matters.
• Bedford Falls by Benchmark Senior Living—Represented the lender in a $25M construction financing loan to Benchmark Senior Living for the construction of “Bedford Falls,” a LEED platinum-certified seniors housing facility in New Hampshire. Nearly one-fourth of the 84 apartments are designated for residents requiring memory care. ALFA recognized the project in its “2013 Best of the Best Program to Spotlight.”
• Emeritus at Santa Rosa—Represented the seller in the sale of a 162-unit seniors housing complex in Santa Rosa, California, which provides both independent and assisted living services, including Alzheimer’s care and on-site rehabilitation. We handled complex negotiations on the initial purchase and sale agreement that involved a sale/leaseback structure for California licensing purposes as well as a sale of the improvements and assignment of the land’s ground lease.
• Catholic Charities of Brooklyn and Queens—Served as legal counsel to Catholic Charities of Brooklyn and Queens on many projects, including an innovative refinancing of 10 HUD Section 202 properties with more than 1,000 units that has been lauded as a national model. The refinancing and renovation of the HUD properties involved a $170 million pool of funds from HDC, HPD and LIHTC from Enterprise. Rehabilitation of these aging properties enabled the Catholic Charities to enhance the social services it provides to the seniors it serves.