Sunrise Senior Living Inc. (“Sunrise”) (NYSE:SRZ) released an 8-K on Thursday that stated it and and its wholly owned subsidiary, Trinity (collectively, the “Sunrise Parties”) had entered entered into a Settlement Agreement (the “Agreement”) with the former majority stockholders of Trinity Hospice, Inc. (“Trinity”) (collectively, the “Selling Parties”), which, among other matters, provides for the release and discharge of all claims and causes of action between the parties to the Agreement. In September 2006, Sunrise acquired all of the outstanding stock of Trinity from its stockholders pursuant to an agreement and plan of merger (the “Merger Agreement”). In connection with the Merger Agreement, the parties thereto had raised certain claims against each other.
In consideration of the Agreement, the Selling Parties agree to pay Sunrise an aggregate amount of $9,835,951.00 within 2 business days after the effective date of the Agreement, consisting of the sum of $6,749,999.44 from the Selling Parties and another amount in the sum of $3,085,951.56 (together with any other interest accrued thereunder through and as of the date of release) to be released to Sunrise by the United Bank as escrow agent under the Merger Agreement. The parties to the Agreement also agree to cooperate to achieve voluntary dismissal of certain litigation matters. Once payment for the consideration is made, the Sunrise Parties and the Selling Parties will reciprocally release each other from any and all claims that each such parties have against each other.
For the full 8-k, click here.