Senior Housing & Elder Care

HCAntitrust

The elder health care sector, spurred by demand from an aging baby boomer generation and by increased life spans, benefits from Ropes & Gray’s decades of experience with owners, investors and regulators of senior care services and housing.

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Overview

We have a long history representing both nonprofit and proprietary sponsors and developers of senior care services and housing. For more than 20 years, we have represented owners, underwriters, bond issuers, banks and others engaged in financing, constructing and rehabilitating projects to provide housing and care services for the elderly, including FHA insured projects. 

We regularly advise on acquisition, management, reimbursement, certification, licensure, financing, labor and other issues facing nursing homes, skilled nursing facilities, continuing care retirement communities and assisted living residences.

We understand the traditional payment sources for long-term care and the opportunities created by the Medicare prospective payment system and managed care support for care in nursing homes. We have represented numerous free standing and hospital based long term care providers in Medicare and Medicaid enrollment, reimbursement appeals, decertification proceedings, labor matters, acquisitions, certificate of need proceedings, bond and bank financings, income tax and real estate tax exemptions and management contract negotiation.


Experience

Our recent work includes representation of:

  • A publicly traded real estate investment trust that owns properties used for senior living facilities and rehabilitation hospitals in 37 state and one of the largest, publicly traded operators of senior living communities in the U.S. The latter operates more than 200 independent living, assisted living, full service retirement communities, and skilled nursing facilities. We advise both companies on real estate and litigation matters, and on health care licensing and regulatory matters related to their acquisitions of senior living facilities across the U.S. Specifically, we serve as national coordinating counsel, working with local counsel, in connection with the full range of regulatory permits, licenses and approvals required.  We also oversee the Medicaid and Medicare filings related to these acquisitions.  In addition, we advise on Medicare and Medicaid enrollment issues, successor liability, regulatory issues and related structuring and indemnification issues that arise in the context of their facility acquisitions.  
  • A NYSE publicly traded company in connection with a Fannie Mae financing secured by 27 senior housing facilities owned by the client. We assisted the client with the health care-related components of this transaction. Specifically, we negotiated with Fannie Mae’s counsel the health care aspects of the financing documents and of the opinions required at closing. We also managed local counsel in 14 states and served as local counsel with respect to facilities located in Massachusetts and California. In advance of the closing of the financing, we coordinated the multi-state analysis by local counsel of the state regulatory requirements associated with the transaction. We also worked with local counsel in reviewing their opinions regarding the receipt of required licenses and governmental approvals in each state. 
  • Stamford Health System, a provider of integrated health care services in Stamford, Connecticut, in its sale of the Edgehill Continuing Care Retirement Community (a CCRC) to Benchmark Assisted Living. We advised Stamford in all aspects of the transaction, including the negotiation of the definitive agreement and matters related to the transition of Edgehill to Benchmark. 
  • Carney Hospital, Saint Elizabeth’s Medical Center, Anna Jaques Hospital and Milton Hospital in the acquisition of the operating rights of four freestanding nursing homes to permit the construction of “replacement” skilled nursing facilities at each of the four hospitals.
  • In connection with our representation of Martha’s Vineyard and Nantucket Cottage Hospitals in creating the affiliation into Partners HealthCare System, we transferred Windemere Nursing Home, located on Martha’s Vineyard, to a holding company for Massachusetts General Hospital.
  • One of the largest, publicly traded operators of senior living communities in the U.S. on the acquisition of Braintree and New England Rehabilitation Hospitals from HealthSouth. 
  • We have structured numerous general and limited partnerships between tax-exempt organizations and proprietary developers and operators of long-term care facilities. We have also advised them on certification, reimbursement, labor and licensure matters and represented them in buy-outs and restructurings.
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