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Health Care Transactions

Our newly formed Health Care Transactions Team has a national practice and client roster that allows us to represent our health care clients in connection with a wide variety of their transactional needs. Our goal, simply stated, is to help them get their deals done on time and in a cost efficient manner.  

Our team assists health care organizations and healthcare providers with a full range of transactions, including acquisitions, dispositions, leases, project-based financings, accounts receivable financings, management agreements, development agreements, physician practice combinations, management services organizations, and more. Helping our clients close deals effectively and efficiently is the heart of what we do.

We have particular experience in all aspects of long term care and senior housing, an area where our Approvalign® team assists owners and operators throughout the U.S. in securing the licensing authorizations needed to close their transactions and operate their business. For our clients in the long term care and senior housing sector, in addition to our health care transaction offerings, we closely partner with the firm’s Senior Living & Long Term Care Industry Team to offer a full suite of regulatory, compliance, employment, business, and litigation services.

We also have experience in the purchase and sale of physician practices, ambulatory surgical centers, and creation of management services organizations. Additionally, we represent nonprofit health care institutions including hospitals and research centers in negotiating clinical trial and other research related agreements.  

Client Services

Our service offerings include, but are not limited to:
 

  • Drafting and negotiating letters of intent;
     
  • Drafting and negotiating property access agreements and confidentiality agreements;
     
  • Drafting and negotiating definitive transaction documents, such as purchase agreements, lease agreements, management agreements, loan agreements and related loan documents, joint venture agreements, and/or merger agreements;
     
  • Drafting and negotiating closing documents, such as deeds, bills of sale, assignment agreements, lease termination agreements, operations transfer agreements, employment agreements, non-competition agreements, escrow holdback agreements, and title company affidavits and indemnities;
     
  • Ordering, reviewing, and responding to issues related to title commitments, zoning reports, litigation, and lien searches and property surveys;
     
  • Working with escrow agents to confirm that all necessary closing documents are delivered to escrow in order to ensure a timely closing;
     
  • Structuring physician practice transactions, including through use of management services organizations;
     
  • Reviewing and negotiating physician employment contracts and compensation agreements; and
     
  • Advice regarding compliance with corporate practice of medicine and fee-splitting prohibitions.

Transactions
 

  • Business Acquisition and Disposition Transactions. Representation of the owners of non-real estate based health care businesses, such as institutional pharmacy companies and rehabilitation therapy companies, in acquiring the assets of, or equity in, other companies within their industry and in the sale of such assets or equity interests.
     
  • Merger of Nonprofit Research and Hospital Institutions. Representation of prominent nonprofit research institution in its recent combination by merger with a non-profit hospital to create an integrated specialty hospital.
     
  • Development Projects. Representation of the developers of various types of health care facilities in the acquisition and disposition of raw land, the negotiation of contracts with architects, developers and contractors, the financing of the proposed development project, and, where applicable, the initial licensure of those projects.
     
  • Entity Formations and Financing Transactions. The formation of partnerships, corporations, and limited liability companies, the foreign qualification of those entities as and where needed, and the drafting and negotiation of various entity governance and investment documents such as articles of incorporation, bylaws, partnership agreements, limited liability company operating agreements and board member, shareholder, and committee resolutions, investor rights agreements, stock and note purchase agreements, and stockholder agreements.
     
  • Facility Acquisition and Disposition Transactions. Representation of owners and operators in acquisition and disposition transactions involving individual, and/or portfolios of, various types of health care facilities.
     
  • Landlord Representation in Lease Transactions. Representation of the owners of various types of health care facilities in the negotiation of leases and lease amendments with third party tenants and operators.
     
  • Mortgage Financing Transactions. Representation of owners and operators of various types of health care facilities in traditional mortgage financing and refinancing transactions.
     
  • Licensing Assistance. Providing assistance and guidance via our Approvalign® team through the state by state licensing process, including analysis of applicable rules and regulations, structuring of transactions based on applicable rules and regulations, completing and filing various licensing applications, assistance with the development of state law compliant resident agreements and policies and procedures, and securing the licensing approvals needed to consummate a transaction.
     
  • Sale Leaseback Transactions. Representation of owners and operators of various types of health care facilities in sale leaseback transactions.
     
  • Tenant Representation in Lease Transactions. Representation of the current and proposed operators of various types of health care facilities in the negotiation of leases and lease amendments with the owners of those facilities.
     
  • Physician Practices. Representation of physicians in the organization and ongoing maintenance of their practice, and in the sale of their practice, including structures that incorporate the use of management services organizations.

 

Contacts

  • Randi S. Nathanson
    D.206.223.7110
    nathansonr@lanepowell.com
  • Gabriela Sanchez
    D.503.778.2172
    sanchezg@lanepowell.com
  • Gregory T. Pyle
    D.206.223.7719
    pyleg@lanepowell.com

Related Practices & Industries

  • Corporate, Securities, and M&A
  • Nonprofit & Social Enterprise
  • Real Estate
  • Senior Living & Long Term Care

Get to Know Us

Experience

  • Sale of Assisted Living Facility in Washington
    Sale of Assisted Living Facility in Washington
  • Sale of Independent Living Facility in Texas
    Sale of Independent Living Facility in Texas
  • Sale of Assisted Living Facility in Washington
    Sale of Assisted Living Facility in Washington
  • Inspired Healthcare Capital Acquisition of Multiple Senior Housing Facilities in Several States
    Acquisition of Multiple Senior Housing Facilities in Several States
  • Joint Venture & Acquisition of Three Senior Housing Facilities in Utah & Idaho
    Joint Venture & Acquisition of Three Senior Housing Facilities in Utah & Idaho
  • REIT Sale and Transition of Independent Living Facilities
    Represented a publicly traded REIT in the transition of a total of 18 independent living facilities through the sale of two independent living facilities in Fort Wayne, Indiana, and Vancouver, Washington, and the transition of the remaining 16 facilities into two RIDEA portfolios with the new operators thereof.
  • $11.8M Sale of Assisted Living Facility
    Represented the seller of a family owned and operated assisted living facility in Lakewood, Ohio, for a purchase price of $11.8M.
  • $12.25M Sale of Assisted Living Facilities
    Represented the seller of two family owned and operated assisted living facilities in Bluffton and Hilton Head, South Carolina, for an aggregate purchase price of $12.25M.
  • $12.5M Sale of Assisted Living Facility
    Represented the seller of a family owned and operated assisted living facility in St. Petersburg, Florida, for a purchase price of $12.5M.
  • $7.55M Purchase of Assisted Living Facility
    Represented the purchaser of an assisted living facility in Trussville, Alabama, for a purchase price of $7.5M and the negotiation of a new management agreement with the facility manager.
  • $27.05M Purchase and Financing of Assisted Living Facility
    Represented the purchaser of an assisted living facility in Easton, Maryland, for a purchase price of $27.05M and the related financing of the purchase price with the proceeds of a loan in the amount of $16.230M and the negotiation of a new management agreement with the facility manager.
  • REIT Replacement of Tenant Operator
    Represented a publicly traded REIT in two separate transactions involving the replacement of the tenant operator of one senior housing living facility in Pennsylvania and three memory care facilities in Illinois.
  • REIT Restructuring of Multi-Facility Lease
    Represented a publicly traded REIT in the restructuring of a multi-facility lease arrangement with a tenant including the sale of two facilities in Florida for an aggregate purchase price of $22M.
  • Purchase and Financing of Assisted Living Facilities
    Represented the purchaser in two separate transactions from the same seller of two assisted living facility in Nevada for a purchase price of $13.95M and of $39.5M, and the related financing of the purchase price for one of the facilities with the proceeds of a loan in the amount of $23.64M and negotiation of a new management agreement with the facility manager.
  • $24M Purchase and Financing of Skilled Nursing Facilities
    Represented the purchaser/new operator of two skilled nursing facilities in Nevada for a purchase price of $24.M and the related financing of the purchase price with the proceeds of a loan in the amount of $29.2M and a revolving working capital loan in the amount of $2.4M.
  • Health Care Focused REIT $40M Acquisition of Hospital Campus and $20M Loan
    Represented a publicly-traded health care REIT in a $40M acquisition and lease of a hospital campus in Oklahoma and a $20M loan to the tenant to finance a related equity acquisition.
  • Health Care Focused REIT $180M Loan for Development of Continuing Care Retirement Community
    Represented a publicly-traded health care REIT in the making of a $180M loan to finance the development of a continuing care retirement community in Phoenix, Arizona.
  • Institutional Pharmacy Business Acquisition
    Represented an Oregon-based institutional pharmacy business in the acquisition of a 70 percent interest in a Nebraska pharmacy business and the negotiation of the related entity documents and founder agreements.
  • Senior Housing Investment Fund $119M Acquisition and Financing of Senior Housing Facilities
    Represented the buyer in two transactions with related sellers involving the $119M acquisition and financing of five senior housing facilities in Florida.
  • Multifamily Real Estate Development and Investment Firm $50.2M Acquisition of Apartment Complex
    Represented the buyer in a $50.2M acquisition of an apartment complex in Puyallup, Washington and the assumption of the related Freddie Mac loan.
  • Senior Care Facility Owner and Operator $137M Sale/Leaseback
    Represented the seller in a $137M sale/leaseback transaction with a publicly-traded health care REIT involving five senior housing facilities in Washington, California, and Montana.
  • Senior Housing Facility Joint Venture Agreement and Acquisition
    Represented the sponsor in the negotiation of a joint venture agreement with a private equity fund and the acquisition, financing, and development agreements related to a senior housing facility in Federal Way, Washington.
  • Health Care Focused REIT $22.2M Senior Loan for Acquisition and Development of Senior Housing Facility
    Represented a publicly-traded health care REIT in the making of a $22.2M senior loan to finance the acquisition and development of a senior housing facility in Wisconsin and the negotiation of an intercreditor agreement with the mezzanine lender.
  • Health Care Focused REIT $40M Sale of Senior Housing Facilities
    Represented a publicly-traded health care REIT in a $40M sale of four senior housing facilities in Michigan.
  • Health Care Focused REIT Acquisition and Leasing of Senior Housing Facilities
    Represented a publicly-traded health care REIT in the acquisition and leasing of three senior housing facilities in North Carolina.
  • Senior Housing Owner/Operator $50.5M Sale of Senior Housing Facility
    Represented the seller in the $50.5M sale of a senior housing facility in Everett, Washington.
  • Senior Housing Facility Joint Venture Agreement and $79M Acquisition
    Represented the sponsor in the negotiation of a joint venture agreement with a private equity fund and the $79M acquisition and financing of two senior housing facilities in Utah, together with the related development and management agreements.
  • Senior Housing Developer Joint Venture Agreement and Acquisition
    Represented the developer in the negotiation of a joint venture agreement with a publicly-traded health care REIT in connection with the development of a senior living facility in Arlington, Washington and the related acquisition, lease, and development agreements.
  • Senior Living Company Acquisition of Independent Living Facility
    Represented the buyer in the acquisition of an independent living facility in Salt Lake City, Utah, and the assumption of the related Freddie Mac loan.
  • Health Care Focused REIT Lease Negotiation and Amendment of Senior Housing Facilities
    Represented a publicly-traded health care REIT in the negotiation of a new lease and amendment of two existing leases in connection with the addition of four new senior housing facilities to a multi-facility lease portfolio.

Our Insights

  • February 22, 2023News
    Nathanson Quoted in Law360 Article 'PE, REITs Singled Out In Proposed Nursing Home Disclosures'
    In the News
  • February 15, 2023Event / CLE
    Senior Living February Breakfast
    National Association for Industrial and Office Parks | Seattle, Washington
  • January 26, 2023Event / CLE
    Mergers & Acquisitions and Real Estate Anatomy of a Transaction
    LeadingAge Oregon | Portland, Oregon
  • September 19, 2022News
    Adams Joins Senior Living & Long Term Care and Commercial Litigation Teams
    Firm Announcement
  • June 7, 2022Event / CLE
    Risk and Regulation in the Senior Housing Industry
    Granger Cobb Institute for Senior Living | Pullman, Washington
  • May 9, 2022News
    Lane Powell Featured in The Recorder Article 'Lane Powell Launches Health Care Transactions Team With 8-Lawyer Boutique'
    In the News
  • May 5, 2022News
    Health Care Transactions Boutique Firm The Nathanson Group PLLC to Join Lane Powell
    Firm Announcement

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