capitalizing on opportunities

Lerch Early attorneys frequently serve as “general counsel” to our clients. We advise them on the variety of legal issues that arise as they conduct their businesses day-to-day, and through major events, including expansions and sales.

Many of these relationships have continued from the start-up of the business, or from a time when the business moved to “the next level,” and have continued for as long as many decades. Each attorney starts by gaining a deep understanding of the business and the client’s goals and objectives.  Our involvement with the client over time helps to build strong and continuing working relationships. This allows us to better assist the client on legal issues and compliance, contracts, employment issues, lender relationships, customer matters, and dealings with landlords, vendors, contractors, and consultants.

Success Stories

Adventist HealthCare

Challenge

The senior living subsidiary of Adventist HealthCare a number of its subsidiaries decided to sell six skilled nursing facilities. The sale to Genesis HealthCare involved multiple owners and jurisdictions.

Strategy

Adventist HealthCare owned five of the facilities and one was jointly owned by Frederick Memorial Hospital. Four of the facilities were located in Montgomery County, and the remaining two were located in Prince George’s County and Frederick County. The multi-million dollar transaction, which took the better part of a year to complete, involved the sale and lease of real estate, the sale of the ongoing business operations of the nursing facilities, defeasance of bond financing, and various ancillary issues. Lerch Early attorneys worked closely with in-house counsel and a number of other representatives of Adventist HealthCare to negotiate the sales contracts, satisfy due diligence requirements, and successfully complete the transfer.

Result

Adventist HealthCare now is able to focus care for the community’s senior population through its various programs, partnerships and entities.

Howard University

Challenge

Lerch Early serves as primary outside real estate counsel to Howard University.  For the past several years, the now 150 year old University has been leveraging certain of its Washington, DC real estate assets to improve the campus environment and the experience of its most valuable assets – the students, faculty and staff of the University.

Strategy

In 2016-2017, Lerch Early attorneys worked with the University’s internal legal and finance teams and its outside real estate advisor, Alvarez and Marsal, to structure a unique arrangement among  Howard Dormitory Holdings 1, LLC, a wholly-owned and title-holding company of Howard University, and Howard University (collectively, the “University Parties”) and Corvias Campus Living, LLC (“Corvias”).  Lerch Early represented the University Parties in drafting and negotiating the concessionaire, project management and residential life agreements, entity formation agreements, construction contracts, financing documents, and other operative  agreements in connection with the transaction, as well as assisting the University Parties in addressing and resolving numerous legal and business issues associated with the transaction.

Result

The innovative 40-year partnership among the University Parties and Corvias raised $144 million, a portion of which will fund the renovation and modernization of the Howard Towers, will provide for the ongoing management of the Howard Towers and two additional residence halls, and will create, for the long-term, a sizable reserve fund for future capital expenses.

Insights