Industry Associations

  • Ambulatory Surgery Center Association (ASCA)
  • American Health Lawyers Association

Bar & Court Admissions

  • State Bar of New York
  • State Bar of New Jersey
  • U.S. Court of Appeals for the Second and Third Circuit
  • U.S. District Court for the District of New Jersey

Community Involvement

Andrew Glover Youth Program 

Education

New York Law School, J.D.

St. Johns University, New York, B.A. 

Photo of Mark H. Zafrin

Mark H. Zafrin

Partner
New York
T: 212.730.7700
F: 212.730.7725
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Full Bio

Mark Zafrin leads Michelman & Robinson, LLP's (M&R's) Health Care Transactional Practice Group. With over 30 years of experience, Mr. Zafrin advises a vast array of health care providers on regulatory compliance, response to civil investigations and enforcement, and health care business matters.  He counsels these providers, which include physician organizations, long-term care and behavioral health providers, on issues related to health care licensing, operations, and reimbursement. He routinely navigates clients through extremely complex mergers and acquisitions of health care facilities, hospitals, federally financed clinics, ambulatory surgery centers and large physician practice groups.

Mr. Zafrin possesses in-depth knowledge of FHA and conventional mortgage financing, mezzanine and private equity financing and health care Certificate of Need applications. He advises his clients, ranging from nursing homes to assisted living centers and clinics (including primary care clinics and free standing renal dialysis centers),  with their FHA and conventional mortgage financing, regulatory issues, Medicare and Medicaid audits and general corporate matters.

Mr. Zafrin has significant expertise in arranging financing for acquisitions, renovations and construction, and routinely assists with loan preparations, equity securitization transactions (such as REITs), equity funds and partnership syndications of health care facilities. He regularly handles transactions involving HUD-insured, conventional and tax credit financing, as well as mezzanine loan originations and restructurings and debt securitization transactions, including Real Estate Mortgage Investment Conduits. He adroitly structures transactions to maximize the benefits accruing to tax planning and financing promoters.

Representing some of the largest skilled nursing home and assisted living operators in the country, Mr. Zafrin’s intimate knowledge of the inner workings of the health care industry affords him a distinct edge when litigating complex disputes. Given his unique industry knowledge, he routinely represents companies and/or shareholders in partnership and/or shareholder disputes. Mr. Zafrin also counsels lending institutions in their loan distribution to health care facilities and providers, typically requiring that they include clients that are connected with the formation of the development entity, site acquisition, construction, permanent financing, development and construction management arrangements, and project sale or leasing.

He has the breadth and acumen to solve sophisticated regulatory problems, allowing corporate medical practices and concentrated health care facility owners to successfully craft corporate structures that meet their needs and are in compliance with all regulations. He assists health care facility builders in obtaining construction financing, zoning and code work, and in resolving regulatory issues and leasing problems with the end users (many of whom he has assisted in obtaining their licenses). The compliance aspect of Mr. Zafrin’s practice enables him to aid his clients in surmounting CMS and OIG audits, and CMS and Department of Justice investigations. Mr. Zafrin adeptly cuts through competing issues to create a unified plan of action— incorporating tax matters and planning, financial solutions and corporate structures— enabling virtually impossible deals to successfully close far earlier than planned or expected.

Mr. Zafrin has been selected as one of Metropolitan New York Super Lawyers in 2015. He also serves a member of M&R's Strategic Planning Committee.

Community Involvement

Mr. Zafrin was involved with the Andrew Glover Youth Program, a New York City program developed to keep youth out of prison and has recently been consulting with the Debbie Allen Dance Academy, a not for profit dedicated to enhancing at risk youths chances to succeed and attend college through Dance Education.

Education

Mr. Zafrin earned his J.D., cum laude, from the New York Law School, where he was a member of the Law Review. He earned his B.A., cum laude, in History and Philosophy from St. John's University.

Representative Matters

  • Acquisition: Handled the purchase of a condominium unit at Dab Hammerskold Plaza for Medical Forefronts and the establishment and syndication of the membership interests in the Surgery Center through the use of a private placement memoranda.
  • Acquisition: Closed a leveraged buyout of a 499-bed nursing home in Manhattan (Dewitt Rehab) for $105 million, including a $90 million bridge to HUD from KeyBank. The property is located on the Upper East Side of Manhattan and has always been looked upon as the most significant site in Manhattan available for eventual redevelopment into condominiums. 
  • Acquisition: Represented Absolute Facility Management in the acquisition of the operating leases on 13 skilled nursing facilities in Buffalo, New York in a transaction valued at over $70 million.
  • Acquisition: Represented Medical Forefronts in the contract to purchase Westchester Ambulatory Surgery Center.
  • Acquisition: Represented the JOPAL Group in the $120 million transfer of physical assets (TPA) of Workmen’s Circle MultiCare Center, a 560-bed nursing facility, to a Delaware business trust — the first time the U.S. Department of Housing and Urban Development (HUD) has granted approval for the use of a Trust as a Borrower .
  • Ambulatory Surgery License: Represented Medical Forefronts, a California Corporation, in the transfer of an ambulatory surgery license in the City of New York for the creation of the most successful surgeon-owned multi-specialty ambulatory surgery center in the State of New York. Midtown Surgery Center has over 30 surgeons and an annual income in excess of $45 million.
  • Credit Facility: Structured and closed a $13,000,000.00 credit facility for a large emergency and inpatient medical group. The complex and challenging transaction involved thirty-three separate entities, four different banks, across seven states, and the avoidance of a potential $100,000.00 contractual penalty.  

  • Financing: Represented Marx Development, its regional center, and affiliated companies in the financing of the construction of a new Medicaid-reimbursed assisted living facility in Brooklyn, New York, which is being fully financed using the Immigrant Investor Program (EB-5) in a transaction valued at over $40 million.
  • Financing: Representing Marx Development and affiliated companies in a transaction using EB-5 financing to develop, construct and lease to an operator as a “replacement facility” a 325-bed skilled nursing home in Nassau County, New York.
  • Joint Venture: Representing the tenant and developer in developing a new 160-bed nursing home in White Plains, New York, a joint venture of two not-for-profits and one proprietor.
  • Nursing Home & Rehabilitation Facility - Refinance: Counseled client in the $13 million refinance of Peninsula Nursing Home and Rehabilitation Facility in New York. This was a rather complicated matter in that a previous purchaser acquired a hospital and nursing home, broken up as two parcels, and kept the hospital while putting the nursing home, which was physically attached to the hospital, up for sale. Our client purchased the nursing home. During this process, we encountered several legal obstacles, not the least of which was an environmental issue related to construction debris and chemical traces at the nursing home site. Mr. Zafrin worked diligently with an environmental study company to revisit their report in light of new facts, thereby clearing any environmental roadblock and enabling the client to refinance.
  • Residential Long-Term Care - HUD Refinance: Helped client close on the refinance of Middletown Park Manor Rehabilitation and Health Care Center, consisting of a $23,240,000 mortgage insured by the Department of Housing and Urban Development (HUD). This matter commenced with the purchase of the 240-bed facility by one of our long-time clients. After two refinances and a workout of the original purchase money financing, the project finally stabilized and was able to obtain a 35 year self-amortizing HUD mortgage with no personal guarantees and, most notably, a return of a substantial portion of the client’s original equity.

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