Senior Living
Waller Lansden represents a wide range of owners, operators, lenders and equity investors in the senior living and long term care sector. This includes continuing care retirement communities, long-term acute care facilities, nursing homes, assisted living facilities as well as rehabilitation, home health, hospice and palliative care providers. We provide counsel to publicly traded as well as privately held companies and nonprofit organizations providing care and services in the senior living industry throughout the country.
Our healthcare experience began 40 years ago with the first investor-owned hospital companies, and our practice has grown as those clients expanded into broader markets and service offerings. The breadth of this experience enables us to deliver cost-effective, client-focused service that addresses the full spectrum of legal needs in the rapidly evolving senior living and long term care sector. Our multidisciplinary client service teams are well positioned to help clients achieve long-term business objectives as well as navigate short-term challenges.
Corporate and commercial transactions
Waller Lansden represents clients in the acquisition and sale of both hospital-based facilities and free standing units as well as the acquisition and divestiture of companies operating in the senior living industry. We assist senior living clients with corporate structuring and restructuring. Additionally, we represent both borrowers and lenders in commercial finance transactions as well as public finance transactions.
Real estate and commercial development
We assist clients in the development, sale and purchase of senior living facilities as well as lease agreements and the purchase of property for the development of new facilities.
Regulatory
Recognized by Modern Healthcare magazine as one the country’s largest healthcare law firms, Waller Lansden offers clients a wealth of experience assisting them with regulatory compliance issues ranging from licensing and reimbursement to federal and state fraud and abuse statutes. We also assist senior living clients with issues involving certificates of need, state licensing and change of ownership.
Corporate Restructuring
Waller Lansden frequently assists borrowers, financial institutions, lenders and asset purchasers in insolvencies and Chapter 11 reorganizations within the senior living industry. Our firm has been involved in the sale or disposition of more than 30 senior living facilities across the country in the last several years. Additionally, our restructuring attorneys closely monitor developments with distressed businesses and regularly provide leads to companies seeking acquisition opportunities.
Labor and Employment
We understand the unique issues facing employers in this sector, including the relationships between administration, employees and medical professionals. We also understand and appreciate the impact of the complex healthcare regulatory environment. We counsel clients, both with proactive best practices advice and training, as well as with responding to inevitable complaints. These services include compliance with the FLSA and state law requirements for pay practices; developing and implementing enforceable non-competition agreements; creating practical and cost-effective drug-free workplace policies; counseling on discipline and termination procedures; and representing organizations in employment disputes before the EEOC, the NLRB, as well as state and federal courts.
Litigation
In addition to representing clients in commercial litigation such as breach of contract, real estate disputes, violations of non-compete agreements and payor and provider disputes, Waller Lansden provides counsel in institutional medical malpractice claims, indemnity and insurance disputes, outsourcing disputes, “whistleblower” actions, medical staff and credentialing issues. We represent clients under investigation by the Office of the Inspector General, Health and Human Services, the Department of Justice and other federal and state agencies, and we also conduct internal investigations on behalf of our clients.
Tax planning
We advise for-profit companies on tax considerations related to the ownership, sale or acquisition of senior living facilities and also assist nonprofit organizations in maintaining their tax-exempt status by providing counsel on IRS rules and regulations on unrelated business income, compensation, excess benefit transactions and other issues.
Representative Experience
Senior Living
- Served as counsel to a publicly traded REIT in a preferred capital investment in a joint venture for the acquisition of six senior living facilities for approximately $40,000,000. Our REIT client received a preferred return for at least two years, plus a continuing 10 percent equity interest in the venture.
- Represented the seller of 10 senior housing facilities in six states back to the tenant-operator of the facilities.
- Served as lender’s counsel in the closing of a secured loan in excess of $10,000,000 to a national operator of senior housing facilities. Transaction involved 12 facilities in five states.
- Served as lender’s counsel in the closing of a secured loan in excess of $21,000,000 to a national operator of senior housing facilities. Transaction involved 23 senior housing facilities in 14 states.
- Currently providing ongoing representation to one of the nation’s largest senior living companies in the acquisition of distressed facilities.
- Providing ongoing healthcare regulatory counsel for a continuing care retirement community concerning state licensure issues and healthcare operational matters.
- Counseling leading healthcare REIT on healthcare regulatory issues relating to senior housing units and licensed beds.
- Represented the owner and operator of assisted living facilities throughout the Southeast in the acquisition and financing of new facilities and real estate and the disposition of surplus properties.
Skilled Nursing Facilities/Nursing Homes
- Currently representing the Special Committee of the Board of Directors of publicly traded REIT in its proposed merger with a senior living operator that currently manages or leases long-term care properties owned by the REIT.
- Represented a start-up operator in the leasing of four skilled nursing facilities in Oklahoma. The leasing transaction was coupled with an unsecured credit facility to the start-up operator.
- During an eight-month period, Waller Lansden represented a trust company in its divestiture of seven “distressed” nursing homes in Texas and Indiana in transactions with an aggregate value of nearly $13,000,000.
- Assisted in the sale or disposition of more than 30 nursing homes in more than 10 states, including in the bankruptcies of:
- Sun Healthcare Group
- New Care Health Corporation
- Harvest Communities Inc.
Hospice
- Represented management-owner group and private equity fund in the formation of new company and its acquisition of four hospice facilities located in Arizona. Represented company in subsequent acquisition of 25 hospice facilities located in nine states.
- Represented one of the nation’s largest hospice companies in the sale and issuance of redeemable preferred and common LLC interests in a $24,500,000 investment by a private equity firm.
- Provided counsel on the funding and formation of a new company and the acquisition of a hospice management company and four hospice entities located in Arizona, Virginia, New Jersey and Oklahoma in a transaction with an aggregate value of $53,500,000.
- Advised a hospice company in the acquisition of two hospice companies and a hospice management company. In connection with the transaction, Waller Lansden negotiated an amended and restated credit facility, resulting in a $48,400,000 syndicated senior credit facility that included a $10,000,000 revolving loan, a $22,900,000 term loan and a $15,500,000 term loan.
Home Health
- Represented a private equity fund in the acquisition of the leading home health provider serving the Texas, Oklahoma and New Mexico markets.
- Represented the senior secured lending group in the largest home health bankruptcy filed in 2005 involving more than $75 million in total debt and achieved a debt-for-equity swap allowing the company to reorganize successfully.
- Represented a privately held healthcare services provider in its $1,500,000 sale of a home health agency.
- Represented a governmental agency in the sale of its home health agency.
- Counseled a tax-exempt hospital in the sale of its home health agency.
- Represented the unsecured creditors committee in Chapter 11 bankruptcy of one of the nation's largest home health care providers.
Long-Term Acute Care
- Assisted a publicly traded healthcare services provider in the establishment of a long-term acute care facility.
- Advised an operator of long-term acute care facilities on anti-kickback regulations with respect to agreements with host hospitals.
- Provided counsel to a publicly traded REIT in the acquisition of a long-term acute care facility.
- Provided regulatory advice with respect to operations of a long-term acute care facility owned by a privately held LTAC operator.
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