Ballard Spahr represented three lenders—Red Mortgage Capital, Berkadia Commercial Mortgage and PNC Bank—in the assumption by Ventas, Inc., (NYSE: VTR) of $837 million in existing mortgage debt in connection with Ventas' acquisition of privately held Atria Senior Living Group. The deal, which closed today, makes Chicago-based Ventas the largest owner of seniors housing communities in the United States.

The transaction involves 118 senior living communities across the country. The lenders represented by Ballard Spahr originated more than 120 commercial mortgage loans made to wholly owned subsidiaries of Atria, Inc., the fourth-largest operator of assisted living properties in the country. The loans were subsequently sold to Fannie Mae and Freddie Mac, with the lenders retaining the loan servicing. Under the terms of the transaction, Atria spun off its management company, which will continue to operate the properties.

The Ballard Spahr legal team was led by Thomas A. Hauser, co-partner in charge of the firm's Real Estate Finance Group. Mr. Hauser was assisted by attorneys Anna A. Mahaney, Benjamin A. Kelley, Joseph F. Fiorill, Lydia W. Wu, David C. Sampson, and Mauricio Leon de la Barra, and Project Coordinator Christine M. Patterson.

Mr. Hauser and his team advised the lenders on structuring the transaction, negotiating the assumption documents, the proposed operating leases and management agreements, the restructuring of existing loan documents, the negotiation of legal opinions, and the review of title and organizational documentation. Under the terms of the transaction, Ventas acquired all outstanding stock in Atria, for which it paid $1.35 billion in Ventas shares, $150 million in cash, and $1.6 billion in net debt.

"It's a positive sign that deals of this size are re-emerging in the real estate market. This is the fourth loan assumption transaction that we have closed in the past six months involving a REIT acquisition in the seniors housing space," said Mr. Hauser, who is based in Ballard Spahr's Baltimore office. "We have seen a general uptick in commercial real estate activity, especially in the multifamily area. We recently closed substantial real estate deals in the Midwest and Mid-Atlantic regions and continue to work with clients on other acquisitions and financings throughout the country."