Sunrise, Health Care REIT Merger & Spinoff Expected to Close by Jan. 9

Sunrise Senior Living (NYSE:SRZ) announced last Friday that its sale to Health Care REIT (NYSE:HCN) and spin-off sale of its management business is expected to close by January 9, 2013.

In connection with the proposed merger and sale of Sunrise’s management business to affiliates of Kohlberg Kravis Roberts & Co. L.P. (KKR), affiliates of Beecken Petty O’Keefe & Company, Coastwood Senior Housing Partners LLC, and Health Care REIT, and at the request of HCN within the framework of the merger agreement announced in August, the board of directors of a wholly-owned subsidiary of Sunrise has declared a conditional special cash dividend of $2.10 per share of Sunrise common stock to its shareholders as of the close of business on Jan. 8, 2013.

The special cash dividend amounts to about $129.5 million and will not change the overall amount of $14.50 in cash per share that Sunrise stockholders will receive in connection with the two sales. Stockholders will receive $12.40 in cash per share as a merger consideration and the remaining $2.10 in cash per share as a special dividend.


The dividend will be paid at the same time as the payment of the merger consideration, but is conditioned upon the completion of the sale of Sunrise’s management business, the receipt of funds at least equal to the aggregate amount of the dividend in connection with such sale, and the consummation of the merger with HCN, which still needs to be approved by Sunrise stockholders.

Stockholders have been invited to attend a special meeting to be held on Jan. 7, 2013 to vote on the merger, which Sunrise expects will close prior to market open on Jan. 9.

Written by Alyssa Gerace