Aaron J. Besen - Sussman Shank LLP

Aaron J. Besen

Listed in Best Lawyers since 2015

Aaron Besen has extensive experience representing long-term care providers (skilled nursing, assisted living, independent living facilities), landlords, and management companies to these providers and related businesses. For eight years he served as Vice President and General Counsel of Evergreen Healthcare Management, L.L.C. (now a subsidiary of EmpRes Healthcare Group, Inc.) and its affiliated companies which managed or operated over 60 skilled nursing and assisted living facilities in eight western states, including Washington, Oregon, California, Nevada and Montana. He has handled the acquisition and sale of operations or real estate of over 200 long-term care facilities. He has been borrower's counsel with regard to accounts receivable, real estate, HUD, and Fannie Mae loans.  He has represented purchasers in long term care acquisitions out of bankruptcies and receiverships and has represented management companies and operators in the negotiation of management agreements.

Aaron has also been involved in numerous health care regulatory, licensure and certification issues, including the Stark Law, the Anti-Kickback Law and the False Claims Act.

During his tenure at Evergreen, Aaron managed the company's general, professional and employment litigation and he counsels companies on risk management strategies and on insurance issues, including captive programs.

Aaron has represented CEOs and other senior executives in the long-term care industry in negotiating employment agreements. He is also familiar with issues unique to business owners sued under alter ego theories and has successfully defended such cases in the long-term care industry.

Prior to becoming General Counsel for Evergreen, Aaron had a general business practice where he represented corporations, limited liability companies, and partnerships in entity formation and maintenance matters, the purchase and sale of businesses, finance transactions and real property matters.

Aaron also represents tax-exempt entities with regard to taxation, governance and general business issues.

Colgate UniversityBA Duke UniversityJ.D. Columbia UniversityMA

Case History

Lead Counsel on Complex $315M Senior Housing and 1031 Tax-Deferred Exchange Transaction — We served as lead counsel on sale and acquisition transactions totaling $315 million for a client operating assisted living, memory care and independent care campuses in Washington, Oregon and California.  These complex transactions involved sales to a publicly-traded REIT and acquisition of 11 single-tenant, triple net lease properties, and required expertise concerning licensed senior housing facilities and 1031 tax-deferred exchanges.  The triple net lease replacement properties were medical, industrial and retail properties located in Texas, South Carolina, Virginia, Colorado, Illinois and Arizona.  This was a high-level, complex transaction because of the relationship between the health care sales and the tax-deferred exchange acquisitions.
ESOP Transaction
We represented EmpRes Healthcare Group, Inc., and its affiliates, with the sale by the shareholder of 100% of the stock in the company to an Employee Group Stock Ownership Trust. This transaction involved one of the first 100% ESOPs in the long-term care field.
$65 Million Sale of Four Senior Housing Campuses
We represented the owners of four Oregon assisted and independent living campuses managed by Grayco, LLC in the sale of those campuses to Spring Living, a McMinnville-based senior housing operator.  The facilities are located in Lake Oswego, Sherwood, Wilsonville, and The Dalles. 
Health Share of Oregon Coordinated Care Organization (CCO)
We represented Multnomah County with respect to the formation of the Tri-County Coordinated Care Organization.
Multi-facility Sublease Transaction
Represented the sublessor in the sublease and transfer of operations of five skilled nursing facilities and one assisted living facility in Arizona.
Multi-facility Sale and Leaseback Transaction
Represented the seller/lessee in a sale leaseback transaction of 10 skilled nursing facilities in Washington, Oregon, California, and Nevada.
Line of Credit Facility
We represented an affiliated group of borrowers in a $25 million line of credit facility primarily secured by accounts receivable.
Multi-facility Sale Transaction
Represented the seller/lessor in transfer of operations and lease of a campus with a skilled nursing facility and seven residential care facilities in California.
Purchase Transaction
Represented the buyer in the acquisition of a management company that had management agreements with four skilled nursing facilities in California.

Office Location

1000 Southwest Broadway, Suite 1400
Portland, OR 97205
United States

Practice Areas

Health Care Law (Acquisitions and Divestitures, Health-Care Finance, HIPAA, Long-Term Care, Nursing Homes, Secured Lending, Senior Housing)

Other Information

Gender: Male