Five Star Senior Living’s Negotiation of a definitive agreement with Senior Housing Properties Trust


Ropes & Gray represented a special committee of the Board of Directors of Five Star Senior Living in the negotiation and execution of a definitive agreement to modify its existing business arrangements with Senior Housing Properties Trust (SNH).

The transaction was announced on April 2.

The restructured relationship materially improves Five Star’s long-term financial outlook and provides immediate and permanent rent relief and short-term liquidity to address Five Star’s current financial challenges. With this transaction, all of Five Star’s communities leased from SNH will convert to management contracts. In addition, SNH will provide Five Star with $75 million in additional consideration, and Five Star will issue common shares to SNH and its shareholders to increase their combined ownership to 85 percent of Five Star. The conversion and the shares issuances remain subject to certain approvals.

Five Star is a senior living and health care services company that owns, leases and manages more than 280 senior communities, including independent and assisted living, Alzheimer’s disease and memory care facilities, skilled nursing and rehabilitation, and continuing care retirement communities throughout the United States.

The Ropes & Gray team included business restructuring partner Stephen Moeller-Sally (Picture), real estate partner John Creedon, life sciences partner Michael Beauvais, finance partner Alyson Gal, securities & public companies partner Zach Blume, and tax & benefits partner Brett Robbins (all of Boston).

Involved fees earner: Michael Beauvais – Ropes & Gray; Zachary Blume – Ropes & Gray; John Creedon – Ropes & Gray; Alyson Gal Allen – Ropes & Gray; Stephen Moeller-Sally – Ropes & Gray; Brett Robbins – Ropes & Gray;

Law Firms: Ropes & Gray;

Clients: Five Star Senior Living;

Author: Ambrogio Visconti