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Overview

Carmin D. Grandinetti has practiced in the legal field for more than 30 years with a focus in complex strategic transactions involving health care operations, including mergers, acquisitions and dispositions, real estate transactions, commercial finance, complex asset-based financing and Fannie Mae/Freddie Mac multi-family financing. He has also worked with post-acute care clients on strategic dispositions, acquisitions, financing and similar transactions.

Carmin’s extensive experience in the health care industry includes 15 years serving as principal outside counsel to Kindred Healthcare, Inc. (formerly known as Vencor, Inc.) and six years as Senior Vice President and General Counsel of Atria Senior Living, Inc. During his time there, Atria was the third largest assisted living facility in the U.S. and operated approximately 130 retirement and assisted living communities in 26 states, with approximately 13,500 units and 9,000 employees. As General Counsel, Carmin was responsible for all legal issues faced by the organization, including financing, acquiring and disposing of facilities, employment and labor issues, regulatory and licensure compliance issues, professional and general liability claims, risk management and general corporate compliance.

Prior to joining Bingham Greenebaum Doll LLP, Carmin was able to bring his extensive experience into focus as the manager of the corporate and transactional practice group at a law firm that serves health care businesses nationwide. His time there included the successful negotiation and closing of several purchase and sales transactions ranging in size from $400,000 through $350 million.

While his primary focus is the health care industry, Carmin has and continues to work closely with his clients in the real estate, insurance, construction and service industries.

Carmin is a member of the Health Law and Corporate Sections of the American Bar Association and also holds membership in the American Health Care Lawyers Association.

Career Highlights

Representative Cases and Achievements

  • Represented senior care client in $85 million development financing for a 235,445 square foot, 229-bed seniors housing facility in Florida.
  • Negotiated and consummated on behalf of a sponsor of a large regional acute care and post-acute care hospital system the combination with another large regional non-profit acute care hospital system to form a statewide acute care and post-acute care hospital system.
  • Represented Ventas, Inc. in its acquisition of The Carlisle Naples, a retirement community with 257 independent living and 93 assisted living units, for a purchase price of $85 million and the negotiation of a triple net lease with Senior Resource Group.
  • Assisted Ventas, Inc. with the assumption of approximately $1.2 billion of debt in connection with its acquisition of Atria Senior Living Group, Inc.
  • Represented Ventas, Inc. in its $12.9 million financing of the purchase of an assisted living facility in Kentucky by Elmcroft Senior Living.
  • Assisted a client with the purchase of an 8-acre tract of property in Abacoa, Florida on which it intends to develop a 99-bed skilled nursing and sub-acute service and research center, a 70-bed assisted living and life research center and a 30-bed memory impaired and neurological research center.
  • Negotiated and closed numerous financings with Fannie Mae and Freddie Mac that resulted in more than $350 million in loan proceeds.
  • Negotiated and closed the sale on behalf of a regional operator of skilled nursing facilities of over 60 skilled nursing facilities located in seven states in the southeast.
  • Managed the creation of the captive insurance company that insures the professional liability risk of a multistate assisted living facility and implemented the reporting and claims handling process for all claims experienced by the assisted living facility company.
  • Principal outside counsel to Atria Senior Living Group, Inc., formerly known as Atria Communities, Inc. from 1997 through 1999. Assisted in taking the company public in 1997 and acquiring over 30 of its assisted living communities.
  • Acquired through a tender offer two publicly traded partnerships that owned and operated twelve assisted living communities.
  • Negotiated and consummated the purchase and sale of numerous communities in more than 20 states.
  • In 2004, closed $121 million financing with Fannie Mae, secured by thirteen assisted living communities. Simultaneously, Atria entered into a secured revolving loan facility with a third party for up to $200 million. The proceeds from these two loan facilities were used to retire senior and mezzanine debt.
  • Implemented a paperless filing system that enabled staff of only four people to handle, in one year, all the legal work for nine complex transactions totaling over $400 million.
  • Developed an automated incident reporting database system for tracking and reporting of professional liability incidents that standardized reporting across 130 facilities and enabled trending of incidents and analysis of trends.
  • Successfully negotiated with SEIU 1199 the closure of two unionized communities in Connecticut.
  • Integrated the legal operations of two separate assisted living companies in connection with the consolidation of their operations into Atria.
  • Successfully settled claim by New York attorney general that a predecessor’s residency agreements violated New York law.
  • Developed a standardized residency agreement template, replacing more than 26 different agreements with six form agreements that could be easily adapted for state variations, saving significant staff hours.
  • Principal outside counsel to Kindred Healthcare, formerly known as Vencor, Inc., from 1984 (inception) through 1999. Provided legal assistance in connection with the acquisition of 40 of its hospitals.
  • Acted as principal outside counsel in the initial public offering for Vencor, Inc. (1989).
  • Assisted in the initial public offerings of Papa Johns International, PJ America, Inc.

Awards

  • Selected for inclusion in The Best Lawyers in America®, 2010-2018, in the fields of Corporate Law; Mergers and Acquisitions Law
  • Selected for inclusion in Kentucky Super Lawyers® list, 2011-2017
  • Honoree, Health Care Partner, by Business First of Louisville, 2008-2016
  • Martindale-Hubbell AV® Preeminent™ Rated
  • Order of the Coif
  • Editor in Chief, West Virginia Law Review

Affiliations

Professional Affiliations

  • Member, American Bar Association (Health Law Section, Corporate Law Section)
  • Member, American Health Care Lawyers Association (Health Information and Technology Section, Hospital and Health Systems Section, Long Term Care, Senior Housing, In-Home Care, Rehab Section, and Physicians Organizations Section)

Former Employment

  • Member, Fultz Maddox Hovious & Dickens PLC, 2005-2013
  • Senior Vice President and General Counsel, Atria Senior Living, Inc., 1999-2005
  • Partner/Member, Greenebaum Doll & McDonald PLLC, 1982-1999

Media

Contributions & Published Works

  • "GOP reveals plan to repeal and replace Obamacare," Louisville Business First, March 15, 2017
  • "Renewals of Retail Commercial Leases," The Ambulatory M&A Advisor, May 2015
  • "Understanding Retail Commercial Leases for Urgent Care Practices," The Ambulatory M&A Advisor, April 2015
  • Author of Kentucky Materials, "Corporate Practice of Medicine: A Fifty State Survey, Legal & Regulatory Issues," AHLA Publications, August 2014

Services

Industries

University of Notre Dame, B.A., 1979
West Virginia University College of Law, J.D., 1982

  • Kentucky, 1982
    West Virginia, 1982
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