Senior Living

Since 2008, we have handled at least hundreds of transactions for owners and operators of independent living and assisted living seniors housing facilities throughout the U.S. Our work has included purchases and sales of operating facilities, formation and structuring of joint ventures, real estate acquisitions, development, and financing transactions, including purchases of raw land, due diligence, title review, closings, construction loans, interim loans, take-out loans, permanent loans, and portfolio loans. Lenders involved have included US Bank, Wells Fargo, Bank of America, Northwestern Mutual Life, PNC, Bank of New England, Prudential, BOKF dba Bank of Texas, Bank of the West, Mutual of Omaha Bank, and Synovus Bank. Loans involved included Fannie Mae and Freddie Mac and our assistance has additionally included mortgage pool and defeasance transactions.

Represented client borrower in the negotiation and closing of a construction loan for a retirement residence in Washington state. Our work included a loan agreement, related security documents, and the negotiation of ancillary development agreements among the borrower and its development and architectural contractors. On the intended day of closing, it was discovered that a subcontractor had prematurely commenced site work, jeopardizing the bank’s priority. We were able to work with the client, title, and bank to negotiate subordination agreements for the subcontractor and general contractor, and closing proceeded only one day later than planned.

We represented a senior living client in the purchase of property in Northern California for development of an independent living facility. This transaction involved the negotiation of amendments and modifications to multiple recorded development agreements restricting the property. The transaction additionally included negotiation of a new reciprocal easement and covenant providing for harmonious development of seller’s remaining parcel as an assisted living facility adjacent to our client’s proposed independent living facility. In connection with the reciprocal easement and covenant, we negotiated a side letter to allow the transaction to close despite having final exhibits, which were finalized and recorded the following month.

Represented two affiliated senior living facilities in the sale of the businesses and underlying real property. This sale involved a payoff of a Housing and Urban Development (HUD) loan and coordination with the buyer for a replacement HUD loan at closing. In light of reduced occupancy amidst COVID-19, Tonkon Torp assisted the parties in negotiating a purchase price holdback to be released to either buyers or seller over the course of a year based on post-closing occupancy rates.

Represented client in transaction to manage and potentially, in the future, acquire existing senior living facilities. The transaction involved complex issues of state licensing and regulatory oversight of facilities that receive state financial assistance.

Represented a national provider of senior living and assisted living facilities in the resolution of a trademark dispute concerning the unique name of a local senior living facility.

Negotiated and closed $14.2 million acquisition and acquisition loan for a national owner and operator of senior housing facilities. The client sought to purchase an existing facility that had been developed and built by an inexperienced operator in Louisiana. The seller's loan was in default and the property was at risk to go into foreclosure, making it essential that the deal be completed with speed and efficiency.

Represented Oregon tribe in the negotiation of a long-term ground lease of tribe property for operation of senior living facility serving tribal members.

(USDC, D. Tex.) – Represented Jerry Erwin and Associates, Inc. against eight defendants who were using the client’s copyrighted architectural plans to develop senior living facilities. The case was settled favorably for all parties with an ongoing business relationship between the client and defendants.

(Bankr. D. Or.) – Tonkon represented debtor, Stayton SW Assisted Living, L.L.C., and over 700 substantially consolidated affiliates, in a Chapter 11 proceeding that resulted in a confirmed Plan of Reorganization. The biggest and most complex bankruptcy case ever filed in Oregon, the consolidation, restructuring and $1.2 billion sale involving over 700 of Sunwest entities demanded legal expertise in bankruptcy, securities, tax, real estate, corporate governance, litigation, mergers and acquisitions, regulated industries and commercial transactions. Al Kennedy and Tim Conway worked with a team of Tonkon lawyers and paralegals who developed and executed a complex resolution that restructured obligations owing to over 90 secured lenders, sold 146 senior living facilities (including approximately 1,200 tenant-in-common interests held by investors), and resulted in distributions to creditors and investors exceeding 100% of their claims.