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Senior Living

We counsel clients in all legal aspects of the acquisition or establishment, operation, and sale of senior living provider entities. Our clients include independent living facilities, assisted living facilities (ALFs), skilled nursing facilities (SNFs), continuing care retirement communities (CCRCs), and hospice and home health providers.

With respect to acquisitions and sales, we help clients obtain the strongest position on items of particular significance to acquisitions involving long-term care providers. These include seller’s representations and warranties regarding compliance with the Federal Stark, Anti-Kickback and HIPAA statutes; licensure and certificate of need requirements; the billing of private and governmental payors; and seller’s indemnification obligations in the event of a contract or warranty breach.

We work on an ongoing basis with senior living providers to ensure their operations comply with the complex maze of federal and state laws and regulations affecting their day-to-day operations. We also work with provider entities to address their human resource needs, including benefit plan compliance and employment-related litigation.

Key Contacts

Areas of Focus

Health Care Contracting

Our commercial and public finance lawyers work on a broad range of commercial contracting matters for health care entities, including purchasing, leasing, and licensing issues. FBT has a group of attorneys with extensive experience negotiating and drafting contracts with health industry vendors and suppliers, payors, and medical professionals, including employment and consulting agreements for individual physicians and entire medical groups.

Relevant Experience
  • Assisted with structuring, negotiating, and completing the purchase of a long-term care pharmacy, including transfer of over 100 licenses.
  • Oversaw marketing contracts offered by a senior living care coordinator to various senior living providers.

Health Care Compliance

FBT helps many clients safeguard the privacy and security of health-related information in compliance with HIPAA and other privacy laws. Our attorneys regularly provide guidance on health industry prohibitions on referrals, kickbacks, and patient inducements. Our experience also includes defending Medicare and Medicaid fraud and abuse claims, “whistleblower” qui tam actions, False Claims Act cases and other matters involving assertions of misconduct.

Relevant Experience
  • Handled countless HIPAA privacy matters, including risk assessments and requests for release of information, and developed and delivered HIPAA training and compliance programs.
  • Led the appeal of a provider exclusion and overpayment determination in excess of $700,000, which resulted in a settlement dismissing the exclusion charges and overpayment in full.

Mergers, Acquisitions & Joint Ventures

We represent clients in health care mergers and acquisitions, as well as those participating in joint ventures formed to own or operate various types of facilities. Our team draws on a full range of regulatory experience to structure such transactions appropriately on the front end. We navigate issues involving state licensing and certificate of need requirements, Medicare, Medicaid, and private pay enrollment, conditions of participation, reimbursement, tax-exempt finance, statutory, regulatory and contractual requirements, labor and employment, non-compete, antitrust, and all other issues within the scope of such major transactions. We are especially proud of our experience helping providers design and implement innovative arrangements, such as clinically integrated networks, in the pursuit of shared improvements in both costs and care.

Relevant Experience
  • Served as lead counsel in tax-exempt health system mergers and joint ventures, and hundreds of physician practice acquisitions.
  • Led the purchase of a home health agency operating under the varying regulatory schemes of three different states.
  • Represented the seller in the sale of a hospital-based SNF to an independent long-term care group, including resolution of civil monetary penalty issues.
  • Represented the purchaser in a large, national home health acquisition in excess of $200 million, including local regulatory due diligence, licensure and certification issues.
  • Represented a regional skilled nursing and senior living operator in six acquisitions, two sales, and five de novo campus developments with a deal value of over $400 million.

Real Estate

We represent developers, owners, equity investors, lenders, government entities and other stakeholders in all aspects of real estate ownership, finance, development, management and disposition involving senior-living and long-term care facilities . We have a deep understanding of the real estate business and strive to provide our clients with sound legal counsel and practical solutions. Our clients look to us to “get the deal done,” and we work proactively to resolve issues and close transactions quickly.

Relevant Experience
  • Represented a hospital chain on real estate and financing aspects of acquiring a major suburban hospital in Cincinnati, an asset purchase involving substantial real estate.
  • Represented a major hospital chain in closing a 45-parcel assemblage for a new hospital facility in Greater Cincinnati, including completion of due diligence, review of title and survey and assistance on development issues.
  • Represented regional medical center in development and construction of $200 million full-service hospital campus in northern Cincinnati suburbs, including negotiation of construction contracts and leases, and assisting client in zoning and plan approval, subdivision, platting, development and sale of out lots, project financing and incentives and provision of title insurance. Assisted the same client in demolition and clean-up of a legacy hospital site. This was a “brownfield” redevelopment involving Ohio environmental clean-up PORT Authority bond funds and an Ohio EPA loan.
  • Represented regional health care system in its acquisition of an existing facility located on a 70-acre campus, which involved the negotiation of a complex separation plan and master services utility agreement to address the cost allocation and separation of electricity, chilled water, compressed air and steam for the facility and the portion of the property retained by the seller.
  • Represented senior living private equity group in its purchase of multiple senior living facilities totaling over $175 million in facility acquisitions.

Labor Law & Personnel Issues

Our labor and employment lawyers represent numerous employers who provide senior living assistance, both at home and facility-based. We are familiar with and regularly advise clients on the full range of employment-related issues that arise in this area, including:

Relevant Experience
  • Wage and hour issues, including travel time, timekeeping, automatic lunch deductions, and classification issues.
  • Trade secret and non-competition issues, including drafting and litigating restrictive covenants.
  • Advice concerning compliance with applicable nondiscrimination laws, including analysis of accommodation requests under the Americans with Disabilities Act.
  • Investigation of complaints by employees or involving employee conduct, including harassment claims and patient claims.
  • Our union avoidance team has provided supervisory training to our non-union clients, and we have also successfully represented clients in situations where employees are considering union representation.
  • Negotiating collective bargaining agreements, as well as discipline and contract interpretation arbitrations under existing collective bargaining agreements.

Health Care Finance & Restructuring

FBT represents health care providers in a wide variety of public and private financings. The firm has acted as bond counsel for the issuance of tax-exempt debt, as borrower’s counsel under master indenture and credit agreements, and as counsel for lenders and borrowers in commercial real estate financing for construction loan and permanent loan transactions. We also take pride in finding practical solutions to restructuring needs. Our attorneys have a broad range of experience in the fields of creditors’ rights, insolvency, workouts, corporate reorganizations, and corporate liquidations.

Relevant Experience
  • Advised and assisted non-profit and governmental unit skilled nursing and senior living licensees in the procurement of FEMA emergency funding for COVID-19 related expenses.
  • Leveraged federal low-income housing tax credits and Medicaid reimbursement to help multiple developers finance, construct and operate affordable assisted living projects in three states.
  • Represented borrowers in several jurisdictions in specialty financing for skilled nursing and assisted living facilities, including serving as lead or local counsel in approximately 50 HUD health care facility loan transactions.

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