Healthcare Real Estate

Our team’s unique healthcare regulatory and transactions experience combined with our deep real estate bench gives our clients an advantage when negotiating, structuring, and closing complex deals and managing a wide range of operational matters.

Overview

Our multidisciplinary team offers clients a seamlessly coordinated approach to healthcare real estate matters. Together with our colleagues with expertise in corporate, tax, finance, litigation, and bankruptcy matters, we resolve problems for clients efficiently and on an integrated basis. We represent the owners and operators of all types of healthcare real estate assets, including assisted living facilities, skilled nursing facilities, medical office buildings, long-term acute care hospitals, and surgical hospitals. Our clients turn to us to represent them in a wide range of transactions, including the acquisition, financing, and leasing of assets, as well as with development and construction projects. We also help our clients navigate a variety of complicated management and operational matters, including portfolio tenant defaults and tenant pre-bankruptcy negotiations and workouts, inter-creditor agreements, and regulatory violations.

We cover market-specific issues such as REIT Investment Diversification and Empowerment Act (RIDEA) transaction structuring and Housing and Urban Development (HUD) financing. Our attorneys are instrumental in analyzing the complexities of the associated regulatory compliance and approvals on a national basis.

Members of the team are recognized in Chambers USA, Best Lawyers, and other publications. Their industry knowledge is enhanced by participating in key organizations through memberships, speeches, articles, and other activities.

Experience

  • Served as special seller’s counsel in a $60 million divestiture of a portfolio of skilled nursing and assisted living facilities to a REIT.
  • Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy, and process, including all documentation and negotiation.
  • Serving as health regulatory counsel to a private equity group in the acquisition of substantially all of the assets of a national hospital chain. The transaction value was in excess of $1 billion.
  • Serving as health regulatory counsel to a private equity group in the acquisition of a home health provider, including the transfer of all necessary operational licenses. The purchase price was in excess of $5 million.
  • Represented a large hospital system in the negotiation and drafting of a specialty co-management agreement, including all corporate transactional agreements and the development of applicable co-management measurement metrics in compliance with federal fraud and abuse requirements.
  • Represented Griffin-American Healthcare REIT II and REIT III, each a non-traded REIT, in connection with its acquisition and financing of various regulated healthcare facilities, including individual and portfolios of assisted living facilities, skilled nursing facilities, long-term acute care hospitals, and surgical centers. Each transaction utilized a complex structure involving a master lease, multiple subleases, guaranties, letters of credit, and inter-creditor agreements. Certain transactions utilized a RIDEA structure.
  • Represented a physician specialty group practice in asset sale to a tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. The purchase price was in excess of $5 million.
  • Served as buyer’s counsel in the $160 million acquisition of a portfolio of skilled nursing, alternative living, and independent living facilities.
  • Served as lead counsel for a development of regional 20+ physician group practice utilizing clinical integration and financial integration. The transaction included negotiation and establishment of employment agreements, operating agreement, and management agreement in compliance with both federal fraud and abuse and anti-trust compliance requirements.
  • Represented the purchaser in the sale/leaseback of a juvenile acute care facility, which included long-term care and outpatient components, as well as a daycare facility.
  • Represented a publicly held, non-traded REIT in the acquisition and leaseback of a large surgical hospital. The transaction involved a recently completed facility and included an option for the client to purchase future development.
  • Served as counsel to a nationally-focused real estate developer in the syndication to physician-tenants of interests in a Princeton, New Jersey-based medical office building.
  • Represented a large hospital system in fraud and abuse analysis related to the development and securities offering of a multi-specialty ambulatory surgery center.
  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.
  • Represented solo physician specialty practice in asset sale to a publicly traded physician management company. The transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. The purchase price was in excess of $4 million.
  • Represented a 30-physician specialty group practice in a stock sale to a publicly traded physician management company. The transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership, and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of the office lease, including all physician guarantees. The purchase price was in excess of $70 million.
  • Represented Christian City in the refinancing of HUD loans with respect to residential rental housing projects for low-income elderly or disabled persons.
  • Represented Lenbrook Square Foundation in its issuance of over $170 million of tax-exempt bonds to finance the expansion of its retirement community facility.
  • Represented a physician specialty group practice and related ambulatory surgery center in asset sale to a tax-exempt hospital system and related development of a center of excellence. The transaction included the development of a post-closing agreement on management and policy. Varied employment arrangements for all acquired providers. The purchase price was in excess of $4 million.
  • Advising medical properties real estate investment fund regarding securities law issues and private offerings.
  • Representing a medical practice and real estate development company in the analysis of Stark, federal anti-kickback, state certificate of need rules, and corporate practice of medicine rules in conjunction with an analysis of various equity investment options to be made available to physician-investors in a $15 million medical office building and subsequent tenant-based health care service providers (e.g., laboratories, imaging centers).
  • Representing Lenbrook Square Foundation Inc., a premiere nonprofit continuing care retirement center in Atlanta, Georgia, since its conception in 1980 until the present.
    Client Successes

    Recognition

    AGG, for multiple years, has been recognized as a Healthcare Influencer by GlobeSt.com and the GlobeSt. Real Estate Forum.

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