Willkie – Real Estate Department Advises Sunrise Senior Living in $1.9 Billion Merger

On August 22, Willkie client Sunrise Senior Living, Inc. announced that it has entered into a definitive merger agreement under which Health Care REIT, Inc. will acquire all of the outstanding common stock of Sunrise for $14.50 per share in an all-cash transaction valued at approximately $1.9 billion (including debt). The merger is expected to create one of the largest owners of nursing homes in the United States, Canada and Britain. Willkie attorneys assisted Sunrise in connection with the real estate aspects of the merger.

Simultaneously and in connection with the Sunrise/Health Care REIT merger, Willkie, within days leading up to the deal, also helped Sunrise sign up several additional purchase and sale agreements, pursuant to which Sunrise has agreed to buy out certain joint venture partners. The aggregate valuation of the portfolios that are subject to these purchase agreements is in excess of $1.1 billion.

Based in McLean, VA, Sunrise Senior Living, with approximately 31,600 employees, offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer’s and other forms of memory loss, as well as nursing and rehabilitative services. As of June 30, 2012, the company operated 307 communities located in the United States, Canada and the United Kingdom, with a capacity of approximately 29,800 units.

The Willkie attorneys who assisted on these matters were partners Eugene Pinover and David Drewes and associates Daniel Backer, Cindy Yellen, Allan Wiesel and Adam Feit.

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