Our Senior Living Finance group is committed to bringing expertise, cutting-edge concepts and knowledge of the senior living industry to each transaction.

We handle a range of transactions, everything from: tax-exempt or taxable; fixed or variable rate; new money; refunding or working capital; credit enhanced or self-liquidity; rated or unrated; public offering or private placement; and everything in between. Our team addresses critical issues and collaborates with the entire working group to provide successful results for each Senior Living provider. 

Scope

We regularly act as bond counsel, disclosure counsel, underwriter’s counsel and direct purchaser’s counsel for Senior Living finance transactions around the country. Our practice encompasses financings for nonprofit 501(c)(3) continuing care communities, retirement facilities, independent and assisted living facilities and skilled nursing facilities. In addition to specializing in financings for 501(c)(3) Senior Living providers under Internal Revenue Code Section 145, we also have a team that has extensive experience assisting for-profit senior housing providers with tax-exempt financings under Internal Revenue Code Section 142. For more information on our Housing Finance group, click here.

We have one of the largest nonprofit Senior Living and health care finance practices in the country. Our national practice allows us to develop document provisions, financing techniques and disclosure approaches, which reflect the evolving Senior Living climate – an arena where clarity and future flexibility are highly valued. We are regularly engaged to advise on whether and how a Senior Living provide can merge, affiliate, co-develop or joint venture under existing financing documents, or how to amend documents to do so. We participate in the negotiation of financial covenants common to Senior Living financings, including those with respect to meeting occupancy targets, establishing rates and maintaining asset levels. We assist Senior Living providers in understanding the tax and business issues raised by such covenants. We also have counseled Senior Living providers on how to address tax issues raised by contracts for management (such as the dining and retail space) and/or leasing of space in the facility to unrelated nonprofit or for-profit entities.
For a list of Senior Living providers that we have assisted with their financing needs – facilities in 12 states and the District of Columbia – please see “Our Engagements” below.

Our Team

We have an experienced team of 25 lawyers and 10 project managers and paralegals in our Senior Living Finance group, Our team is located in Los Angeles, New York, Orange County, Portland, Sacramento, San Francisco, Seattle and Washington, D. C. We have over eight partners and two of counsel that have specialized in Senior Living finance for many years. As a result, our team can handle any size transaction and complex and evolving plans of finance.

Based on volume over the past five years, we rank nationally by Thomson Reuters as the number one bond counsel for Senior Living revenue bonds. Our market share and rankings reflect the number of Senior Living borrowers and underwriters who have come to rely on our team of lawyers, wide expertise in Senior Living finance and commitment to active, continual service to our clients and their interests.  

Deep Tax Expertise

Our Public Finance Tax group has extensive experience with the types of tax issues raised in Senior Living finance transactions, such as acquisition financings, refundings, derivatives, post-issuance compliance, use of management contracts, work-out financings, and IRS audit defense. Members of the Public Finance Tax group are regularly in contact with officials at the Bond Branch of the IRS Chief Counsel Office and Treasury. This ongoing communication provides our Tax group with an up-to-date understanding of our regulators’ thoughts on evolving areas in senior living finance.  Click here for additional information on Orrick’s Public Finance Tax Group. 

Seasoned Disclosure Advisors

Another feature that differentiates Orrick’s Senior Living finance practice is our special knowledge of federal securities law, disclosure (Rule 10b-5), continuing disclosure (Rule 15c2-12), municipal advisor rules, SEC investigations and enforcement actions and intersection with the securities laws that apply to private placements (Rule 144A and Reg D), and tender offers. Our long-standing former colleague Bob Fippinger, now Chief Legal Officer of the MSRB, is the author of the leading treatise on public finance disclosure, The Securities Law of Public Finance.

Depth of Resources

Click here for information about the support from other practice areas, industry sectors and geographic regions, all of which are available to our clients. We offer comprehensive solutions, handling all aspects of a public finance transaction beyond traditional issues, including our Cybersecurity and Data Privacy practice, a specialty area critical to senior living facilities.

BLX Group

Click here for information about Orrick’s unique, wholly owned subsidiary, BLX Group LLC, which works with municipalities and nonprofits to effectively manage debt offerings and investments from original conception to final redemption.

Post-Issuance Compliance

Click here for information about our post-issuance compliance services, including preparation of a final allocation of bond proceeds and non-bond proceeds, private use review and assistance preparing Schedule K to the Form 990 Tax Form for 501(c)(3) organizations.

For additional information about Orrick’s Public Finance practice, please contact [email protected].

  • Bond Counsel since 2003 for bonds issued for the benefit of organizations managed by Pacific Retirement Services and its continuing care retirement communities. Organizations managed by Pacific Retirement Services have tax-exempt bonds outstanding aggregating more than $600 million.

    Orrick has assisted the following Senior Living providers with their tax-exempt financings as bond counsel, disclosure counsel or underwriter’s counsel:

    California
    Air Force Village West
    Ararat Home
    Baywood Estates
    California – Nevada Methodist Home
    Casa de las Campanas
    Elder Care Alliance of Camarillo
    Elder Care Alliance of San Francisco
    Elder Care Alliance of San Rafael
    Elder Care Alliance of Union City
    Eskaton Village – Grass Valley
    Front Porch
    Hospice of Napa Valley, Inc.
    Jewish Home for the Aged
    Keiro Nursing Home
    Mennonite Bretheran Homes (Palm Village)
    Moldaw Residences
    Montecito Retirement Association
    Motion Picture and Television Fund
    Northern CA Presbyterian Homes and Services
    Northern California Retired Officers Community
    (Paradise Valley Estates) O’Connor Woods
    Odd Fellows Home of California
    Our Lady of Fatima Village
    On Lok Senior Health & Housing
    Senior Care Partners, L.P.
    Solheim Lutheran Home
    Southern California Presbyterian Homes
    The Episcopal Home
    University Retirement Community at Davis
    Windsor Terrace Healthcare
    Oregon
    Capitol Manor
    Cascade Manor
    Dallas Retirement Village
    Friendsview Retirement Community
    Holladay Park Plaza
    Mary’s Woods at Marylhurst
    Mennonite Village
    Mirabella Portland
    Odd Fellows Home
    Oregon Baptist Retirement Homes
    Parkview Christian Retirement Community
    Robison Jewish Home
    Rogue Valley Manor
    Rose Villa
    Terwilliger Plaza
    Willamette View
    Arizona
    Beatitudes Campus
    La Loma Village (Sun Health Services)
    The Colonnade (Sun Health Services)
    District of Columbia
    Ingleside Presbyterian Retirement
    Florida
    Glenridge on Palmer Ranch
    Hawaii
    Kahala Nui Community Inc.
    Louisiana
    St. James Place of Baton Rouge
    Nevada
    Las Ventanas Retirement Community
    New Jersey
    Meridian Quality Care Inc.
    New York
    North Shore Health System
    St. Vincent’s Nursing Home
    Texas
    The Cumberland Rest Inc.
    Trinity Terrace
    Washington
    Mirabella Seattle
    Wisconsin
    Brannon Associates

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