Financing
Hunton & Williams served as bond counsel for the first tax-exempt financing for a continuing care retirement community in Virginia in 1978 and has continued to serve as bond counsel, underwriters’ counsel and borrower’s counsel in transactions throughout the United States. Facilities range from church-related projects to independent facilities and include both start-up facilities and expansions of existing operations. In particular, we have developed obligated group and master indenture structures that recognize the special needs of retirement communities for operating flexibility and substantial cash reserves.  We have represented facilities in negotiations with letter of credit banks, and as bond counsel we have addressed the structuring problems that arise when a facility is utilizing both fixed rate bonds reflecting its credit and variable rates bonds secured by a bank letter of credit.

Our experience in representing retirement communities generally also has assisted us in producing appropriate disclosure for offering statements both for start-up and expansion financings.

General Representation
The firm has served as general counsel for retirement facilities since 1971. It currently serves as general counsel to four such facilities, while serving as special counsel to numerous others. In that capacity, we have encountered virtually every problem that any retirement community can face, including church-state issues, IRS and state filing requirements, provisions of “at home” services, and the special accounting and financial problems that affect retirement communities.

Regulation
Our experience covers not only federal tax rules applicable to non-profits but also the emerging body of state law that provides for specific, detailed regulation of retirement communities. Our lawyers assisted in the drafting of the Virginia Continuing Care Provider Registration and Disclosure Act and have provided advice on a number of state law issues. We have also assisted both retirement community trade groups and individual facilities in responding to such issues as fiduciary duties of directors, charity care requirements and requirements for resident membership on the boards of non-profit retirement communities.

Tax-Exempt Status
We regularly advise retirement communities on the special IRS requirements for maintaining tax-exempt status and the applicability of IRS rules on rate structures, financial aid programs, resident contracts, resident policies and other matters. We have obtained confirmation of tax-exempt status for new facilities, assisted in corporate restructurings involving the creation of foundations and other related entities, advised on unrelated business taxable income issues, assisted in establishing endowment and planned giving programs, drafted conflicts of interest policies and successfully negotiated with the IRS on such matters as management contracts and board independence.

We also have assisted facilities in obtaining and defending property tax and other state law exemptions available to qualifying charitable institutions.

Resident Contracts
We have drafted a variety of resident contracts for retirement facilities covering the growing options the market now requires. Issues include refundable and non-refundable entrance fees, special problems arising from resident marriages, residency policies, enforcement of the facility’s right to control the level of care and loans to residents for entrance fees secured by mortgages on their homes. Our experience has shown that the form of resident contracts can have a significant effect on both the legal and financial position of a retirement community as well as its ability to undertake successful marketing and financing.

Employee Relations
Our lawyers focused on employee relations have represented retirement communities on a variety of matters, including traditional claims by employees against employers as well as problems arising from the special problems retirement communities undertake in providing health care and other personal services to the elderly.