Wachtell, Proskauer and Venable Advise $2.6 Billion Senior Housing Buy

By MP McQueen

Ventas said on Monday that it will acquire American Realty Capital Healthcare Trust in a stock-and-cash transaction valued at $2.6 billion.

Wachtell, Lipton, Rosen & Katz is representing Ventas, the nation’s biggest health are real estate investment trust. Proskauer Rose and Venable are advising ARC.

Ventas said the boards of directors of both companies have unanimously approved the agreement, under which Ventas will acquire all outstanding shares of ARC Healthcare for $11.33 per share, representing a 14 percent premium over the target’s closing price on Friday. The transaction is slated to close in the fourth quarter of this year, subject to approval by ARC shareholders. ARC Healthcare shares will be converted into a fixed number of Ventas shares based on a negotiated stock price of $67.13, according to Ventas.

The Wachtell team for Ventas includes corporate partner and real estate co-head Robin Pankova as well as corporate partners Ronald Chen and Trevor Norwitz, executive compensation partner David Kahan, restructuring and finance partner Gregory Pessin, and tax partner Jodi Schwartz. Associates on the deal are Richard Barbour II, Richard Borek, Jacob Kling, Francisco Morales, Kate Napalkova, Rachel Reisberg, Michael Sabbah and Saish Setty, plus law clerk Remi Korenbilt. All are in New York.

Ventas’ in-house counsel are general counsel T. Richard Riney, associate general counsel Kristen Benson and Joseph Lambert, and real estate counsel Alan Kelly.

The Proskauer team for ARC Healthcare was led by mergers and acquisitions partners Daniel Ganitsky and real estate capital markets group co-heads Steven Lichtenfeld and Peter Fass, with assistance from M&A partner Lorenzo Borgogni, tax partner Les Loffman, employee benefits partner Ira Bogner, special tax counsel Timothy Donovan and corporate real estate partner Michael Choate. Associates on the team were Steven Brecher, Marjan Ziadlou Elbaum and Rachel Hughes. All are in New York.

Also on hand to advise ARC Healthcare were Venable corporate partners Christopher Pate and Sharon Kroupa and associate Brian Field, all of Venable’s Baltimore office.

Four Firms Advise on Sale of Health Club Operator

By Brian Baxter

Four firms have landed roles in connection with the sale of 24 Hour Fitness by Forstmann Little & Co., the New York-based buyout shop that has been liquidating its portfolio following the November 2011 death of cofounder and private equity pioneer Theodore “Ted” Forstmann. The buyer is an ownership group led by AEA Investors, Fitness Capital Partners and the Ontario Teachers’ Pension Plan.

While financial terms were not disclosed when the deal was announced late Friday, a source familiar with the matter pegged the purchase price for the San Ramon, Calif.-based chain at roughly $1.85 billion. 24 Hour Finess is the nation’s second-largest health club operator.

Akin Gump Strauss Hauer & Feld has been advising on the gradual wind-down of Forstmann Little’s private equity empire. Litigation partner Mark MacDougall is a member of the 24 Hour Fitness board who was given power of attorney by Forstmann to handle the liquidation of his firm’s assets after his death.

For outside counsel on the proposed sale, 24 Hour Fitness is relying on an Akin Gump team led by corporate partners David D’Urso in New York and J. Kenneth Menges Jr. in Dallas. Also working on the deal are former corporate partner Patrick Dooley—who left the firm earlier this year to become the first general counsel for activist hedge fund Corvex Management LP—labor and employment partner Donna Mezias employee benefits partner Rolf Zaiss, litigation senior counsel Kristine Sendek-Smith, corporate counsel John Quinn and Nancy Sarmiento and associates Anthony Ameduri, John Howell and Karen Williams. Zaiss, Quinn, Ameduri and Howell are in New York, while the others are in Washington, San Francisco and Dallas.

Fried, Frank, Harris, Shriver & Jacobson corporate partner Steven Steinman is leading a team advising AEA Investors on its end of the proposed 24 Hour Fitness acquisition. The other Fried Frank lawyers are corporate partners Andrew Barkan, J. Christian Nahr and David Shaw. AEA, which is based in New York and was founded in 1968, is one of the nation’s oldest private investment firms.

The Ontario Teachers’ Pension Plan has turned to longtime outside counsel Torys, a leading Toronto-based firm.

Fitness Capital Partners, the third member of the group buying 24 Hour Fitness, is a fund organized by investment banking firm Dean Bradley Osborne and Global Leisure Partners. Robert Profusek, chair of the global M&A practice at Jones Day, is leading a team advising Fitness Capital that also includes tax partner Ronald Weitz and banking and finance partner Michael Butowsky. Profusek and Butowsky are in New York, while Weitz is in Chicago.