Aviv Healthcare Properties Limited Partnership
Aviv Healthcare Capital Corporation
303 West Madison Street, Suite 2400
Chicago, IL 60606
June 17, 2011
VIA EDGAR & FACSIMILE
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Angela R. McHale
Ladies and Gentlemen:
In registering the 7 3/4% Senior Notes due 2019 (the “Exchange Notes”) to be received in
exchange for the privately placed 7 3/4% Senior Notes due 2019 (the “Old Notes”) pursuant to
the exchange offer of the Exchange Notes for the Old Notes (the “Exchange Offer”), Aviv
Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation (together, the
“Issuers”) are relying on the positions enunciated by the staff of the Securities and
Exchange Commission in Exxon Capital Holdings Corporation (avail. May 13, 1988)
(“Exxon”) and Morgan Stanley & Co. Incorporated (avail. June 5, 1991), as
interpreted in the Securities and Exchange Commission’s letter to Shearman & Sterling
(avail. July 2, 1993). Neither the Issuers nor their affiliates have entered into any arrangement
or understanding with any person to distribute the Exchange Notes to be received in the Exchange
Offer and to the best of the Issuers’ information and belief, each person participating in the
Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offer. In this regard, the Issuers will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that
if such person is participating in the Exchange Offer for the purpose of distributing the Exchange
Notes to be acquired in the Exchange Offer, such person (1) could not rely on the staff position
enunciated in Exxon or interpretive letters of similar effect and (2) must comply with registration
and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities
Act”), in connection with a secondary resale transaction. The Issuers acknowledge that such a
secondary resale transaction should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K, if the resales are
of Exchange Notes obtained by such holder in exchange for Old Notes acquired by such holder
directly from the Issuers.
Neither the Issuers nor any of their affiliates have entered into any arrangement or
understanding with any broker-dealer who holds Old Notes acquired for its own account as a result
of market-making activities or other trading activities, and who will receive Exchange Notes in
exchange for such Old Notes pursuant to the Exchange Offer, to distribute the Exchange Notes to be
received in the Exchange Offer. The Issuers will make each person participating in
the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who
holds Old Notes
acquired for its own account as a result of market-making activities or other
trading activities, and who will receive Exchange Notes in exchange for such Old Notes pursuant to
the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes.
The Issuers will include in the transmittal letter or similar documentation to be executed by
an exchange offeree in order to participate in the Exchange Offer the following additional
provisions:
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a representation that it is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes; and |
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(b) |
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if the exchange offeree is a broker-dealer holding Old Notes acquired for its
own account as a result of market-making activities or other trading activities, an
acknowledgment that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of Exchange Notes received in respect of
such Old Notes pursuant to the Exchange Offer; and a statement to the effect that by so
acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to
admit that it is an “underwriter” within the meaning of the Securities Act. |
Finally, the Issuers will require that, with respect to any broker-dealer that participates in
the Exchange Offer with respect to Old Notes acquired for its own account as a result of
market-making activities or other trading activities, each such broker-dealer confirm that it has
not entered into any arrangement or understanding with any of the Issuers or any of their
affiliates to distribute the Exchange Notes.
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Very truly yours,
AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
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By: |
Aviv REIT, Inc., its General Partner
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By: |
/s/ Craig M. Bernfield
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Name: |
Craig M. Bernfield |
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Title: |
Chief Executive Officer |
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AVIV HEALTHCARE CAPITAL CORPORATION
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By: |
/s/ Craig M. Bernfield
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Name: |
Craig M. Bernfield |
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Title: |
Chief Executive Officer |
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