Simpson Thacher is representing The Blackstone Group and its joint venture with Emeritus Corporation (NYSE: ESC) and Columbia Pacific Advisors, in connection with the acquisition of a majority interest in a portfolio of 149 senior living properties. The transaction is valued at approximately $1.3 billion and includes a combination of cash, rollover equity and the assumption of debt.
The properties are currently owned by Stayton SW Assisted Living, L.L.C., an entity into which the assets and liabilities of a group of related entities affiliated with Sunwest Management, Inc. were recently consolidated as part of an ongoing Chapter 11 bankruptcy proceeding pending in the United States District Court, District of Oregon. At a hearing held in Eugene, Oregon this past week, the court approved a purchase agreement with the Blackstone-led joint venture which contemplates the Blackstone joint venture acting as the lead (or "stalking horse") bidder in an auction to be conducted by the debtor on May 17, 2010. The closing of the acquisition is subject to, among other things, confirmation of a Chapter 11 plan of reorganization that will include the modification and assumption of all of the debtor’s secured debt.
The Simpson Thacher team includes Greg Ressa, Erik Quarfordt, Wendy Yu, Irina Petrova, Beatrice Branch, Bryan Herzbach, Heesun Kang, Julia Rubin, Eric Berry, Frank Giovinazzo and Whitney Roland (Real Estate); Mark Thompson (Bankruptcy); Greg Grogan, Jeanne Annarumma and Jennifer Pepin (Executive Compensation and Employee Benefits); John Hart, Kurt Dudas and Jennifer Klein (Tax).