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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sunrise Senior Living Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 11, 2014 |
SRZ / Sunrise Senior Living Inc / AQR CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sunrise Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 86768K106 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 14, 2013 |
SRZ / Sunrise Senior Living Inc / FMR LLC Passive Investment SCHEDULE 13G Amendment No. 0 Sunrise Senior Living Inc Common Stock Cusip #86768K106 Cusip #86768K106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 5,180,486 Item 6: 0 Item 7: 5,180,486 Item 8: 0 Item 9: 5,180,486 Item 11: 8.874% Item 12: HC Cusip #86768K106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 5,180,486 Item 8: |
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| February 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sunrise Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 86768K106 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 14, 2013 |
SRZ / Sunrise Senior Living Inc / WATER ISLAND CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) SUNRISE SENIOR LIVING, INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) 12/31/2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 11, 2013 |
SRZ / Sunrise Senior Living Inc / VANGUARD GROUP INC Passive Investment sunriseseniorlivinginc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Sunrise Senior Living Inc Title of Class of Securities: Common Stock CUSIP Number: 86768K106 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the app |
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| January 30, 2013 |
SRZ / Sunrise Senior Living Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) SUNRISE SENIOR LIVING INC. - (Name of Issuer) Common Stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) December 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 22, 2013 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-16499 Sunrise Senior Living, Inc. (Exact name of registrant as spec |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS 1 d470586ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS 1 d470586ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 18, 2013 |
- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on January 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-21817 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-26837 Post-Effective Amendment No. 1 to Form S-8 Registrat |
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| January 10, 2013 |
SRZ / Sunrise Senior Living Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Sunrise Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 86768K106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized t |
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| January 10, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sunrise Senior Living, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 86768K106 (CUSIP Number) December 27, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| January 9, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 22, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 9, 2013 |
EX-4.1 2 a13-23412ex4d1.htm EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of January 9, 2013, between SUNRISE SENIOR LIVING, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”). RECITALS OF THE COMPANY WHEREAS, the Company and |
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| January 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2013 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-16499 (Co |
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| January 9, 2013 |
Sunrise Announces Successful Closing of Acquisition by Health Care REIT Exhibit 99.1 Contact: Meghan Lublin Corporate Communications (703) 854-0299 January 9, 2013 Sunrise Announces Successful Closing of Acquisition by Health Care REIT McLean, Va. – Sunrise Senior Living, Inc. (NYSE: SRZ) announced today the closing of its previously announced acquisition by Health Care REIT, Inc. (NYSE: HCN). Sunrise also announced today the closing of the previously announced sale o |
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| January 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2013 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of (Commission (I.R.S. Empl |
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| January 8, 2013 |
Sunrise Stockholders Approve Acquisition by Health Care REIT Exhibit 99.1 Contact: Meghan Lublin Corporate Communications (703) 854-0299 January 7, 2013 Sunrise Stockholders Approve Acquisition by Health Care REIT McLean, Va. — Sunrise Senior Living, Inc. (NYSE: SRZ) announced that at its special meeting of stockholders held today, Sunrise stockholders voted to approve the adoption of the previously announced merger agreement with Health Care REIT, Inc. (NY |
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| December 28, 2012 |
Sunrise Announces Special Cash Dividend in Connection with Proposed Merger with Health Care REIT EX-99.1 2 sunrise8k-991scd.htm Exhibit 99.1 Contact: Meghan Lublin Corporate Communications (703) 854-0299 December 28, 2012 Sunrise Announces Special Cash Dividend in Connection with Proposed Merger with Health Care REIT McLean, Va. – Sunrise Senior Living (NYSE: SRZ) announced today that in connection with the proposed merger with Health Care REIT, Inc. (NYSE: HCN) and the related proposed sale |
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| December 28, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 sunriseform8-kscd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio |
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| December 18, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-16499 ( |
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| December 6, 2012 |
REPORT OF INDEPENDENT AUDITORS EX-99.1 5 a12-220504ex99d1.htm EX-99.1 Exhibit 99.1 Metropolitan Senior Housing, LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC Combined Financial Statements as of and for the Year Ended December 31, 2011 with Report of Independent Auditors METROPOLITAN SENIOR HOUSING, LLC, MSH OPERATING, LLC, SUNRISE HBLR, LLC AND HBLR OPERATING, LLC TABLE OF CONTENTS Page REPORT OF INDEPENDEN |
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| December 6, 2012 |
EX-99.4 8 a12-220504ex99d4.htm EX-99.4 Exhibit 99.4 Dawn Limited Partnership 30 September 2012 Dawn Limited Partnership Group profit and loss account for the 9 months ended 30 September 2012 (Unaudited) Notes 9 months ended 30 Sept 2012 9 months ended 30 Sept 2011 £000 £000 Unaudited Unaudited Group turnover 61,641 59,667 Administrative expenses (47,974 ) (50,206 ) Net revaluation loss 6 (2,311 ) |
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| December 6, 2012 |
Financial Statements and Exhibits 8-K/A 1 a12-2205048ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisd |
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| December 6, 2012 |
SUNRISE SENIOR LIVING, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET Exhibit 99.5 SUNRISE SENIOR LIVING, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET Historical HVP Dawn LP Pro Forma September 30, Pro Forma Pro Forma September 30, (In thousands, except per share and share amounts) 2012 Adjustments Adjustments 2012 ASSETS Current Assets: Cash and cash equivalents $ 106,462 $ 106,462 Accounts receivable, net 47,744 1,388 (1) 6,195 (1) 55,327 Due from unconsoli |
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| December 6, 2012 |
September 30, 2012 (unaudited) EX-99.3 7 a12-220504ex99d3.htm EX-99.3 Exhibit 99.3 METROPOLITAN SENIOR HOUSING, LLC, MSH OPERATING, LLC, SUNRISE HBLR, LLC AND HBLR OPERATING, LLC COMBINED BALANCE SHEETS AS OF SEPTEMBER 30, 2012 (UNAUDITED) AND DECEMBER 31, 2011 September 30, 2012 (unaudited) December 31, 2011 ASSETS PROPERTY AND EQUIPMENT: Land and land improvements $ 52,742,243 $ 52,697,614 Building and building improvements 1 |
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| December 6, 2012 |
EX-99.2 6 a12-220504ex99d2.htm EX-99.2 Exhibit 99.2 Dawn Limited Partnership Financial Statements Dawn Limited Partnership Report of Independent Auditors to the members of Dawn Limited Partnership We have audited the accompanying consolidated balance sheets of Dawn Limited Partnership and its subsidiaries (‘the Partnership’) as of 31 December 2011 and 2010, and the related group profit and loss ac |
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| December 5, 2012 |
DEFM14A 1 a2212016zdefm14a.htm DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate b |
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| November 9, 2012 |
pressrelease8k.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or |
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| November 9, 2012 |
Meghan Lublin Corporate Communications (703) 854-0299 November 8, 2012 EX-99.1 2 pressrelease991.htm Exhibit 99.1 Contact: Meghan Lublin Corporate Communications (703) 854-0299 November 8, 2012 SUNRISE SENIOR LIVING ANNOUNCES EXECUTIVE TRANSITIONS McLean, Va. – Sunrise Senior Living (NYSE: SRZ) announced today that Mark Ordan, the Company’s chief executive officer, and Greg Neeb, its chief administrative and investment officer, will transition from their roles follow |
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| November 7, 2012 |
Exhibit 10.7 EXECUTION VERSION Dated 16 OCTOBER 2012 DAWN HOLDCO LIMITED BANK OF SCOTLAND PLC as Arranger BANK OF SCOTLAND PLC as Agent BANK OF SCOTLAND PLC as Security Trustee AMENDMENT AND RESTATEMENT AGREEMENT relating to a Facility Agreement dated 31 July 2007 Contents Clause Page 1 Definitions and interpretation 1 2 Restatement 2 3 Representations 3 4 Continuity and further assurance 3 5 No w |
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| November 7, 2012 |
Exhibit 2.5 PURCHASE AND SALE AGREEMENT by and among SUNRISE SENIOR LIVING INTERNATIONAL LIMITED PARTNERSHIP, MORGAN STANLEY REAL ESTATE FUND VI SPECIAL-A INTERNATIONAL, L.P., MSREF VI SPECIAL-B C.V., MORGAN STANLEY REAL ESTATE FUND VI INTERNATIONAL-T, L.P., MSREF VI TE C.V., and MORGAN STANLEY REAL ESTATE INVESTORS VI INTERNATIONAL, L.P. August 22, 2012 Table of Contents Page Article I. INTERPRET |
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| November 7, 2012 |
Exhibit 99.2 Sunrise Senior Living Community Data Consolidated Communities Total Properties Unit Occupancy Net Operating Income (1), (2) Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Ownership State/ September 30, September 30, September 30, September 30, Community Comm. Units Interest Province 2012 2011 2012 2011 2012 2011 2012 2011 AL US (4) 15 1,091 100.0 % Various 9 |
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| November 7, 2012 |
Exhibit 2.4 PURCHASE AND SALE AGREEMENT by and among HVP SUN INVESTOR II, LLC, a Delaware limited liability company, and SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation August 21, 2012 TABLE OF CONTENTS Article I. INTERPRETATION 2 Section 1.01 Defined Terms 2 Section 1.02 Additional Defined Terms 4 Article II. AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST 5 Section 2.01 Sale of |
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| November 7, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 6, 2012 Health Care REIT, Inc. (Exact name of registrant as specified in its charter) Delaware 1-8923 34-1096634 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 7, 2012 |
EX-10.4 6 a12-198111ex10d4.htm EX-10.4 Exhibit 10.4 SUNRISE SENIOR LIVING INVESTMENTS, INC. CREDIT AGREEMENT dated as of October 1, 2012 Health Care REIT, Inc., as Lender CREDIT AGREEMENT CREDIT AGREEMENT, dated as of October 1, 2012 (this “Agreement”), among Sunrise Senior Living Investments, Inc. (the “Borrower”) and Health Care REIT, Inc., as lender (the “Lender”). W I T N E S S E T H: WHEREAS, |
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| November 7, 2012 |
1 NOVEMBER 06, 2012 / 03:00PM GMT, HCN - Q3 2012 Health Care REIT, Inc. Earnings Conference Call EX-99.1 Exhibit 99.1 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT HCN - Q3 2012 Health Care REIT, Inc. Earnings Conference Call EVENT DATE/TIME: NOVEMBER 06, 2012 / 03:00PM GMT OVERVIEW: HCN reported 3Q12 normalized FFO per share of $0.91. THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2012 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reute |
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| November 7, 2012 |
EX-10.5 7 a12-198111ex10d5.htm EX-10.5 EXHIBIT 10.5 GUARANTY AGREEMENT GUARANTY AGREEMENT (this “Agreement”), dated as of October 1, 2012, by Sunrise Senior Living, Inc. (“Guarantor”) in favor of Health Care REIT, Inc., as lender (the “Lender”). W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement dated as of October 1, 2012 (as the same may be amended, restated, supplemented or otherwis |
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| November 7, 2012 |
EX-10.3 5 a12-198111ex10d3.htm EX-10.3 Exhibit 10.3 August 21, 2012 BINDING TERM SHEET FOR LOANS LENDER: Health Care REIT, Inc. or a designated affiliate thereof (“HCN”); provided that in the event that Health Care REIT, Inc. designates an affiliate to fund the Loan, Health Care REIT, Inc. shall not be relieved of its obligations hereunder to fund the Loans in the event that its affiliate fails to |
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| November 7, 2012 |
Sunrise Reports Financial Results for Third Quarter of 2012 Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact November 7, 2012 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for Third Quarter of 2012 MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the third quarter of 2012. Mark Ordan, Sunrise’s chief executive officer, commented on |
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| November 7, 2012 |
Exhibit 2.3 EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among HVP SUN INVESTOR LLC, a Delaware limited liability company, and SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation August 21, 2012 TABLE OF CONTENTS Article I. INTERPRETATION 5 Section 1.01 Defined Terms 5 Section 1.02 Additional Defined Terms 8 Article II. AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST 9 Section |
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| November 7, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-16499 (C |
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| November 7, 2012 |
EX-10.6 8 a12-198111ex10d6.htm EX-10.6 Exhibit 10.6 FIRST AMENDMENT FIRST AMENDMENT (this “Amendment”), dated as of October 1, 2012, to the Credit Agreement referred to below, among Sunrise Senior Living, Inc., as borrower (the “Company”), the lenders from time to time party thereto (the “Lenders”) and KeyBank National Association, as administrative agent (the “Administrative Agent”, together with |
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| November 7, 2012 |
10-Q 1 a12-19811110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period |
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| October 24, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE October 23, 2012 Via Email Mark S. Ordan Chief Executive Officer Sunrise Senior Living, Inc. 7900 Westpark Drive McLean, VA 22101 Re: Sunrise Senior Living, Inc. Preliminary Proxy Statement filed on Schedule 14A Filed on September 28, 2012 File No. 001-16499 Dear Mr. Ordan: We have complete |
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| October 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or orga |
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| October 19, 2012 |
[Letterhead of Wachtell, Lipton, Rosen & Katz] October 19, 2012 VIA HAND DELIVERY AND EDGAR Mr. |
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| October 19, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 10, 2012 |
SRZ / Sunrise Senior Living Inc / FMR LLC Passive Investment SCHEDULE 13G Amendment No. 5 Sunrise Senior Living Inc Common Stock Cusip #86768K106 Cusip #86768K106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 0 Item 8: 0 Item 9: 0 Item 11: 0.000% Item 12: HC Cusip #86768K106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 0 Item 8: 0 Item 9: 0 Item 11: 0.000% Item |
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| October 4, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE October 4, 2012 Via Email Mark S. Ordan Chief Executive Officer Sunrise Senior Living, Inc. 7900 Westpark Drive McLean, VA 22101 Re: Sunrise Senior Living, Inc. Preliminary Proxy Statement filed on Schedule 14A Filed on September 28, 2012 File No. 001-16499 Dear Mr. Ordan: We have limited o |
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| October 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or organ |
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| September 28, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 20, 2012 |
SRZ / Sunrise Senior Living Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D 1 srz00.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Sunrise Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 86768K106 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized |
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| September 17, 2012 |
Sunrise Management Company Sale Q&A September 2012 Exhibit 99.4 Sunrise Management Company Sale Q&A September 2012 Q. What did Sunrise announce today? A. Sunrise shared an exciting update on Health Care REIT’s agreement to acquire Sunrise. Health Care REIT announced that it has formed a partnership with Kohlberg Kravis Roberts & Co. (KKR), Beecken Petty O’Keefe & Company, and Coastwood Senior Housing Partners LLC, leading investment firms, to acqu |
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| September 17, 2012 |
Sunrise Management Company Sale Q&A September 2012 EX-99.4 6 a12-212072ex99d4.htm EX-99.4 Exhibit 99.4 Sunrise Management Company Sale Q&A September 2012 Q. What did Sunrise announce today? A. Sunrise shared an exciting update on Health Care REIT’s agreement to acquire Sunrise. Health Care REIT announced that it has formed a partnership with Kohlberg Kravis Roberts & Co. (KKR), Beecken Petty O’Keefe & Company, and Coastwood Senior Housing Partners |
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| September 17, 2012 |
EX-2.1 2 a12-212072ex2d1.htm EX-2.1 Exhibit 2.1 Execution Copy MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG BREWER HOLDCO, INC. SUNRISE SENIOR LIVING, INC. AND RED FOX MANAGEMENT, LP SEPTEMBER 13, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Terms Generally 8 ARTICLE II PURCHASE AND SALE Section 2.1 Purchase and Sale of the Membership Interests 8 Sectio |
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| September 17, 2012 |
Exhibit 99.3 September 2012 Dear Friends of Sunrise: As you may have heard, it is an exciting time for Sunrise Senior Living as we look forward to continuing to grow and strengthen our company to benefit our current and future residents. We are pleased to share the next step of our journey. On September 14, 2012, Health Care REIT, the company that previously announced it will acquire Sunrise, anno |
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| September 17, 2012 |
DEFA14A 1 a12-2120728k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other juri |
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| September 17, 2012 |
Sunrise Management Company Sale Community Talking Points September 2012 EX-99.2 4 a12-212072ex99d2.htm EX-99.2 Exhibit 99.2 Sunrise Management Company Sale Community Talking Points September 2012 About the Announcement · Health Care REIT (HCN) announced that as part of its transaction to acquire the company, HCN has formed a partnership with Kohlberg Kravis Roberts & Co. (KKR), Beecken Petty O’Keefe & Company and Coastwood Senior Housing Partners LLC, world-class inve |
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| September 17, 2012 |
Exhibit 99.1 From Mark Ordan We are pleased to share an exciting update on Health Care REIT’s agreement to acquire Sunrise. Health Care REIT has formed a partnership with Kohlberg Kravis Roberts & Co. (KKR), Beecken Petty O’Keefe & Company, and Coastwood Senior Housing Partners LLC to buy Sunrise’s management company. Once this sale closes, which will occur immediately before the HCN acquisition, |
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| September 17, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or or |
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| September 17, 2012 |
EX-2.1 2 a12-212072ex2d1.htm EX-2.1 Exhibit 2.1 Execution Copy MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG BREWER HOLDCO, INC. SUNRISE SENIOR LIVING, INC. AND RED FOX MANAGEMENT, LP SEPTEMBER 13, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Terms Generally 8 ARTICLE II PURCHASE AND SALE Section 2.1 Purchase and Sale of the Membership Interests 8 Sectio |
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| September 17, 2012 |
Exhibit 99.1 From Mark Ordan We are pleased to share an exciting update on Health Care REIT’s agreement to acquire Sunrise. Health Care REIT has formed a partnership with Kohlberg Kravis Roberts & Co. (KKR), Beecken Petty O’Keefe & Company, and Coastwood Senior Housing Partners LLC to buy Sunrise’s management company. Once this sale closes, which will occur immediately before the HCN acquisition, |
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| September 17, 2012 |
Exhibit 99.3 September 2012 Dear Friends of Sunrise: As you may have heard, it is an exciting time for Sunrise Senior Living as we look forward to continuing to grow and strengthen our company to benefit our current and future residents. We are pleased to share the next step of our journey. On September 14, 2012, Health Care REIT, the company that previously announced it will acquire Sunrise, anno |
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| September 17, 2012 |
Sunrise Management Company Sale Community Talking Points September 2012 Exhibit 99.2 Sunrise Management Company Sale Community Talking Points September 2012 About the Announcement · Health Care REIT (HCN) announced that as part of its transaction to acquire the company, HCN has formed a partnership with Kohlberg Kravis Roberts & Co. (KKR), Beecken Petty O’Keefe & Company and Coastwood Senior Housing Partners LLC, world-class investment firms, to buy Sunrise’s manageme |
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| September 14, 2012 |
DFAN14A 1 d412334d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 14, 2012 Health Care REIT, Inc. (Exact name of registrant as specified in its charter) Delaware 1-8923 34-1096634 (State or other jurisdicti |
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| September 14, 2012 |
SRZ / Sunrise Senior Living Inc / SCOPIA CAPITAL MANAGEMENT LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Sunrise Senior Living, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 86768K106 - (CUSIP Number) August 31, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| September 14, 2012 |
HEALTH CARE REIT ANNOUNCES AGREEMENT TO SELL THE SUNRISE SENIOR LIVING MANAGEMENT COMPANY EX-99.1 2 d412334dex991.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE September 14, 2012 For more information contact: Scott Estes (419) 247-2800 Jay Morgan (419) 247-2800 HEALTH CARE REIT ANNOUNCES AGREEMENT TO SELL THE SUNRISE SENIOR LIVING MANAGEMENT COMPANY Toledo, Ohio, September 14, 2012…Health Care REIT, Inc. (NYSE:HCN) announced today that in connection with its previously announced |
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| September 10, 2012 |
SRZ / Sunrise Senior Living Inc / FMR LLC Passive Investment SCHEDULE 13G Amendment No. 4 Sunrise Senior Living Inc Common Stock Cusip #86768K106 Cusip #86768K106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 3,250,000 Item 8: 0 Item 9: 3,250,000 Item 11: 5.579% Item 12: HC Cusip #86768K106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 3,250,000 Item 8: 0 Item 9 |
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| August 30, 2012 |
SRZ / Sunrise Senior Living Inc / AVENIR CORP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* Sunrise Senior Living, Inc. - (Name of Issuer) Common stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) August 22, 2012 - (Date of Event Which Requires F |
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| August 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or organ |
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| August 23, 2012 |
Exhibit 99.1 August 2012 Dear Friends of Sunrise: For more than 30 years, Sunrise Senior Living’s dedicated and compassionate team has been united under one, lasting mission – to champion quality of life for all seniors. And, despite any challenges or changes the company has faced, we have never once been distracted from our objective to provide all of our residents and their families the best pos |
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| August 23, 2012 |
Sunrise & Health Care REIT Agreement Community Talking Points August 2012 EX-99.2 3 a12-188455ex99d2.htm EX-99.2 Exhibit 99.2 Sunrise & Health Care REIT Agreement Community Talking Points August 2012 About the Announcement · Sunrise announced that it has entered into an agreement with Health Care REIT to acquire the company for $14.50 per share in cash. As part of this transaction, Health Care REIT will assume ownership of Sunrise’s real estate assets, and we expect Sun |
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| August 23, 2012 |
EX-99.1 Exhibit 99.1 1 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2012 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its |
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| August 23, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SUNRISE SENIOR LIVING, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 54-1746596 (State of Incorporation or Organization) (IRS Employer Identification Numb |
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| August 23, 2012 |
Sunrise & Health Care REIT Agreement Community Talking Points August 2012 EX-99.2 3 a12-188455ex99d2.htm EX-99.2 Exhibit 99.2 Sunrise & Health Care REIT Agreement Community Talking Points August 2012 About the Announcement · Sunrise announced that it has entered into an agreement with Health Care REIT to acquire the company for $14.50 per share in cash. As part of this transaction, Health Care REIT will assume ownership of Sunrise’s real estate assets, and we expect Sun |
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| August 23, 2012 |
DEFA14A 1 a12-1884558k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdi |
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| August 23, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2012 Health Care REIT, Inc. (Exact name of registrant as specified in its charter) Delaware 1-8923 34-1096634 (State or other jurisdiction of incorporation) (Commission |
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| August 23, 2012 |
EX-99.1 2 a12-188455ex99d1.htm EX-99.1 Exhibit 99.1 August 2012 Dear Friends of Sunrise: For more than 30 years, Sunrise Senior Living’s dedicated and compassionate team has been united under one, lasting mission – to champion quality of life for all seniors. And, despite any challenges or changes the company has faced, we have never once been distracted from our objective to provide all of our re |
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| August 23, 2012 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or organ |
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| August 22, 2012 |
Sunrise & Health Care REIT Agreement Q&A August 2012 EX-99.1 2 a12-188453ex99d1.htm EX-99.1 Exhibit 99.1 Sunrise & Health Care REIT Agreement Q&A August 2012 Q. What did Sunrise announce today? A. Sunrise announced that it has reached an agreement with Health Care REIT to acquire the company for $14.50 per share. As part this transaction, Health Care REIT will assume ownership of the real estate currently owned by Sunrise (our communities) and we ex |
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| August 22, 2012 |
Exhibit 99.2 From Mark Ordan On behalf of Sunrise’s board of directors and entire leadership team, I am pleased to share that we have reached an agreement with Health Care REIT to acquire Sunrise Senior Living at $14.50 per share, which is 62.4% percent higher than our closing stock price on August 21. Importantly, please know that this announcement should have virtually no impact on Sunrise’s day |
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| August 22, 2012 |
FOURTH AMENDMENT TO THE RIGHTS AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 4.1 FOURTH AMENDMENT TO THE RIGHTS AGREEMENT This FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of August 22, 2012, between Sunrise Senior Living, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"). Exc |
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| August 22, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or organ |
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| August 22, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 22, 2012 |
DFAN14A 1 d401604d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2012 Health Care REIT, Inc. (Exact name of registrant as specified in its charter) Delaware 1-8923 34-1096634 (State or other jurisdiction of in |
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| August 22, 2012 |
FOURTH AMENDMENT TO THE RIGHTS AGREEMENT EX-4.1 3 a2210822zex-41.htm EX-4.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 4.1 FOURTH AMENDMENT TO THE RIGHTS AGREEMENT This FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (this "Amendment") is made and entered into as of August 22, 2012, between Sunrise Senior Living, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rig |
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| August 22, 2012 |
EX-99.2 3 a12-188453ex99d2.htm EX-99.2 Exhibit 99.2 From Mark Ordan On behalf of Sunrise’s board of directors and entire leadership team, I am pleased to share that we have reached an agreement with Health Care REIT to acquire Sunrise Senior Living at $14.50 per share, which is 62.4% percent higher than our closing stock price on August 21. Importantly, please know that this announcement should ha |
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| August 22, 2012 |
EX-2.1 2 d401604dex21.htm EX-2.1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNRISE SENIOR LIVING, INC. BREWER HOLDCO, INC. BREWER HOLDCO SUB, INC. HEALTH CARE REIT, INC. AND RED FOX, INC. AUGUST 21, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Terms Generally 9 ARTICLE II THE MERGERS Section 2.1 The Mergers 9 Section 2.2 Conversion of Securities 10 |
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| August 22, 2012 |
Sunrise & Health Care REIT Agreement Q&A August 2012 Exhibit 99.1 Sunrise & Health Care REIT Agreement Q&A August 2012 Q. What did Sunrise announce today? A. Sunrise announced that it has reached an agreement with Health Care REIT to acquire the company for $14.50 per share. As part this transaction, Health Care REIT will assume ownership of the real estate currently owned by Sunrise (our communities) and we expect that Sunrise will become an operat |
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| August 22, 2012 |
EX-99.2 Sunrise Senior Living Acquisition Overview August 2012 Exhibit 99.2 Sunrise Senior Living Acquisition Overview 1 TRANSACTION OVERVIEW TRANSACTION OVERVIEW TIMING TIMING • Health Care REIT to acquire Sunrise Senior Living for $14.50/share • The acquisition positions Health Care REIT among the largest owners of seniors housing worldwide with over 58,000 units in the U.S., Canada and U.K. • T |
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| August 22, 2012 |
EX-99.1 4 a2210822zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 Media Contact Meghan Lublin, 703-854-0299 For immediate release August 22, 2012 Investor Relations Contact Tim Smith, 703-854-0348 SUNRISE SENIOR LIVING SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED BY HEALTH CARE REIT —Sunrise Shareholders to Receive Per Share Consideration of $14.50 i |
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| August 22, 2012 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE August 22, 2012 For more information contact: Scott Estes (419) 247-2800 Jay Morgan (419) 247-2800 HEALTH CARE REIT TO ACQUIRE SUNRISE SENIOR LIVING TRANSACTION POSITIONS HEALTH CARE REIT AMONG THE LARGEST OWNERS OF SENIORS HOUSING WORLDWIDE Toledo, Ohio, August 22, 2012. Health Care REIT, Inc. (NYSE:HCN) announced today that it has entered into a definit |
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| August 22, 2012 |
QuickLinks - Click here to rapidly navigate through this document EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNRISE SENIOR LIVING, INC. BREWER HOLDCO, INC. BREWER HOLDCO SUB, INC. HEALTH CARE REIT, INC. AND RED FOX, INC. AUGUST 21, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Terms Generally 7 ARTICLE II THE MERGERS Section 2.1 The Mergers 7 Sectio |
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| August 22, 2012 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 22, 2012 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-6499 54-1746596 (State of or other jurisdiction of incorporation or organ |
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| August 22, 2012 |
EX-2.1 2 a2210822zex-21.htm EX-2.1 QuickLinks - Click here to rapidly navigate through this document EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNRISE SENIOR LIVING, INC. BREWER HOLDCO, INC. BREWER HOLDCO SUB, INC. HEALTH CARE REIT, INC. AND RED FOX, INC. AUGUST 21, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Terms Generally 7 ARTICLE II THE MERGE |
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| August 22, 2012 |
EX-99.1 4 a2210822zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 Media Contact Meghan Lublin, 703-854-0299 For immediate release August 22, 2012 Investor Relations Contact Tim Smith, 703-854-0348 SUNRISE SENIOR LIVING SIGNS DEFINITIVE AGREEMENT TO BE ACQUIRED BY HEALTH CARE REIT —Sunrise Shareholders to Receive Per Share Consideration of $14.50 i |
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| August 2, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-16499 (Com |
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| August 2, 2012 |
Sunrise Reports Financial Results for Second Quarter of 2012 Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact August 2, 2012 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for Second Quarter of 2012 MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the second quarter of 2012. Sunrise will host a conference call and webcast on Friday, |
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| August 2, 2012 |
Exhibit 99.2 Sunrise Senior Living Community Data Consolidated Communities Total Properties Unit Occupancy Net Operating Income (1), (2) Three Months Ended Six Months Ended Three Months Ended Six Months Ended Ownership State/ June 30, June 30, June 30, June 30, Community Comm. Units Interest Province 2012 2011 2012 2011 2012 2011 2012 2011 AL US (4) 15 1,091 100.0 % Various 88.5 % 87.5 % 88.8 % 87 |
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| August 2, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 1- |
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| August 2, 2012 |
SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT EX-10.3 3 a12-151501ex10d3.htm EX-10.3 Exhibit 10.3 SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants Performance Units relating to shares of its common stock, $0.01 par value (the “Stock”), to the Grantee named below, the shares of Stock subject thereto being subject to |
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| August 2, 2012 |
SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT EX-10.2 2 a12-151501ex10d2.htm EX-10.2 Exhibit 10.2 SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units relating to its shares of common stock, $0.01 par value (the “Stock”), to the Grantee named below. Additional terms and conditions of the gran |
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| July 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiza |
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| July 6, 2012 |
SUNRISE SENIOR LIVING, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET Exhibit 99.2 SUNRISE SENIOR LIVING, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET Historical Pro Forma March 31, Pro Forma March 31, (In thousands, except per share and share amounts) 2012 Adjustments 2012 ASSETS Current Assets: Cash and cash equivalents $ 47,237 5,000 (1) $ 52,237 Accounts receivable, net 45,525 (659 )(2) 44,866 Income taxes receivable 2,141 2,141 Due from unconsolidated co |
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| July 6, 2012 |
Sunrise Senior Living Completes Agreement to Transfer Seven Sunrise Communities to New Joint Venture EX-99.1 3 a12-159121ex99d1.htm EX-99.1 Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact July 3, 2012 Meghan Lublin, 703-854-0299 Sunrise Senior Living Completes Agreement to Transfer Seven Sunrise Communities to New Joint Venture MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that on June 29, 2012, it closed on an agreement w |
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| July 6, 2012 |
Exhibit 2.1 Execution Version TRANSFER AGREEMENT by and among SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation, and CHT PARTNERS, LP, a Delaware limited partnership and SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation June 4, 2012 TABLE OF CONTENTS Article I. INTERPRETATION 4 Section 1.01 Defined Terms 4 Section 1.02 Additional Defined Terms 8 Section 1.03 Exhibits 11 |
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| June 7, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or |
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| June 7, 2012 |
Press Release Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact June 7, 2012 Meghan Lublin, 703-854-0299 Sunrise Senior Living Enters Agreement to Transfer Seven Sunrise Communities to a New Joint Venture Sunrise to Refinance Communities, Receive $5 Million and Continue Managing Communities MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) annou |
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| June 1, 2012 |
Financial Statements and Exhibits, Material Impairments, Other Events - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or |
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| June 1, 2012 |
Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact May 30, 2012 Meghan Lublin, 703-854-0299 Sunrise Senior Living Settles Litigation with Five Star Quality Care, Inc. Sunrise Reaches Agreement for Early Transition from 10 Leased Communities MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that on May 29, 2012, the Company agreed |
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| May 31, 2012 |
Financial Statements and Exhibits Form 8-K Amendment No.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or ot |
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| May 29, 2012 |
Exhibit 99.2 Exhibit 99.2 SUNRISE SENIOR LIVING, INC. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (In thousands, except per share and share amounts) Historical December 31, 2011 Pro Forma Adjustments Pro Forma December 31, 2011 ASSETS Current Assets: Cash and cash equivalents $ 49,549 $ 49,549 Accounts receivable, net 38,251 229 (1) 38,480 Income taxes receivable 2,287 2,287 Due from unconsolid |
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| May 29, 2012 |
REPORT OF INDEPENDENT AUDITORS Table of Contents Exhibit 99.1 COMBINED FINANCIAL STATEMENTS MetSun Two Pool Two, LLC and MetSun Three Pool One, LLC As of and for the Year Ended December 31, 2011 with Report of Independent Auditors Table of Contents METSUN TWO POOL TWO, LLC AND METSUN THREE POOL ONE, LLC TABLE OF CONTENTS Page REPORT OF INDEPENDENT AUDITORS 1 COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31 |
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| May 29, 2012 |
Financial Statements and Exhibits - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporati |
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| May 3, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or o |
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| May 2, 2012 |
EX-99.1 5 d340076dex991.htm EXHIBIT 99.1 Exhibit 99.1 SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 5 3.1. Committee 5 3.2. Board 5 3.3. Terms of Awards 6 3.4. No Repricing 6 3.5. Deferral Arrangement 6 3.6. No Liability 6 3.7. Share Issuance/Book-Entry 7 4. STOCK SUBJECT TO THE PLAN 7 4.1. Num |
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| May 2, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on May 2, 2012 Registration No. |
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| May 1, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 1, 2012 |
6 SUNRISE SENIOR LIVING, INC. Reconciliation For Consolidated Net Operating Income Supplemental Information Exhibit 99.2 Sunrise Senior Living Community Data Ownership Type Stabilized Properties 1) Sequential Same Community-Unit Occupancy Three Months Ended Three Months Ended March 31, December 31, Ownership Type Comm. Units 2012 2011 3) Consolidated 25 2,281 85.2 % 85.2 % Leased 26 5,673 88.2 % 88.0 % Joint Ventures-US 76 5,666 88.0 % 88.5 % Joint Ventures-UK 23 1,947 88.0 % 89 |
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| May 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organizati |
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| May 1, 2012 |
Sunrise Reports Financial Results for First Quarter of 2012 EX-99.1 2 d343022dex991.htm PRESS RELEASE Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact May 1, 2012 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for First Quarter of 2012 MCLEAN, VA – Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the first quarter of 2012. Sunrise will host a co |
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| May 1, 2012 |
EX-10.1 2 d311125dex101.htm TRANSFER AGREEMENT BY AND AMONG MASTER METSUN TWO, LP Exhibit 10.1 EXECUTION VERSION TRANSFER AGREEMENT by and among MASTER METSUN TWO, LP a Delaware limited partnership, as Transferor; SUN IV LLC, as Transferee; METROPOLITAN CONNECTICUT PROPERTIES VENTURES, LLC, a Delaware limited liability company; METLIFE INSURANCE COMPANY OF CONNECTICUT, a Connecticut corporation; a |
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| May 1, 2012 |
Transfer Agreement by and among Master Metsun Three, LP Exhibit 10.2 EXECUTION VERSION TRANSFER AGREEMENT by and among MASTER METSUN THREE, LP a Delaware limited partnership, as Transferor; SUN IV LLC, as Transferee; METLIFE PROPERTIES VENTURES, LLC, a Delaware limited liability company; METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation; and the “Sunrise Parties”, as hereinafter defined |
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| April 20, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| April 11, 2012 |
SRZ / Sunrise Senior Living Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) SUNRISE SENIOR LIVING INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) March 30, 2012 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| March 23, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 23, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation o |
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| March 21, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation o |
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| March 20, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation o |
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| March 16, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation o |
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| March 15, 2012 |
10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 Commission File Number 1-16499 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 54-1746596 (State or other jurisdiction i |
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| March 6, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporatio |
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| March 1, 2012 |
Exhibit 10.126 Exhibit 10.126 EXECUTION COPY AGREEMENT REGARDING LEASES DATED AS OF DECEMBER 22, 2011 BY AND AMONG MARRIOTT INTERNATIONAL, INC., MARRIOTT SENIOR HOLDING CO., MARRIOTT MAGENTA HOLDING COMPANY, INC., SUNRISE SENIOR LIVING, INC., SUNRISE SENIOR LIVING SERVICES, INC. AND SUNRISE CONTINUING CARE, LLC TABLE OF CONTENTS 1. Certain Defined Terms and Rules of Interpretation 2 2. Transaction |
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| March 1, 2012 |
Sunrise Reports Financial Results for Fourth Quarter and Full Year of 2011 Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact March 1, 2012 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for Fourth Quarter and Full Year of 2011 MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the fourth quarter and full year of 2011. Sunrise will host a conference c |
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| March 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or |
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| March 1, 2012 |
EX-21 5 d266766dex21.htm EXHIBIT 21 Exhibit 21 Entity Name State of Incorporation AL California GP, LLC Delaware AL California GP-II, LLC Delaware AL California GP-III, LLC Delaware AL U.S. Development Venture, LLC Delaware AL U.S. Pool One, LLC Delaware AL U.S. Pool Three, LLC Delaware AL U.S. Pool Two, LLC Delaware AL U.S./Bonita Senior Housing, L.P. California AL U.S./Bonita II Senior Housing, |
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| March 1, 2012 |
FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2012 |
Performance Metrics for 2011 Annual Incentive Bonuses for Named Executive Officers EX-10.41 2 d266766dex1041.htm EXHIBIT 10.41 Exhibit 10.41 Performance Metrics for 2011 Annual Incentive Bonuses for Named Executive Officers The performance metrics for 2011 consist of two components: 1. Adjusted EBITDA • an “adjusted EBITDA” performance measure with the threshold, target and maximum annual incentive bonus payouts depending on achievement of specified threshold, target and maximum |
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| March 1, 2012 |
EX-10.44 3 d266766dex1044.htm EXHIBIT 10.44 Exhibit 10.44 2012 Director Fees For 2012, our non-employee directors will receive the following annual Board fees. These fees are paid on a calendar-year basis, quarterly in advance. No separate meeting attendance fees are paid for attending meetings of Board committees. Board Retainer $ 150,000 (1) Committee Chair Retainer: Audit Committee $ 25,000 Com |
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| March 1, 2012 |
6 SUNRISE SENIOR LIVING, INC. Reconciliation For Consolidated Net Operating Income Exhibit 99.2 Sunrise Senior Living Community Data Ownership Type Stabilized Properties 1) Sequential Same Community-Unit Occupancy Ownership Type Comm. Units Three Months Ended December 31, 2011 Three Months Ended September 30, 2011 3) Three Months Ended June 30, 2011 3) Three Months Ended March 31, 2011 3) Twelve Months Ended December 31, 2011 Nine Months Ended September 30, 2011 3) Six Months En |
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| February 14, 2012 |
SRZ / Sunrise Senior Living Inc / FMR LLC Passive Investment SCHEDULE 13G Amendment No. 3 Sunrise Senior Living Inc Common Stock Cusip #86768K106 Cusip #86768K106 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 873,002 Item 6: 0 Item 7: 8,582,067 Item 8: 0 Item 9: 8,582,067 Item 11: 14.890% Item 12: HC Cusip #86768K106 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 8,582,067 Item 8: 0 |
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| February 14, 2012 |
SRZ / Sunrise Senior Living Inc / AVENIR CORP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Sunrise Senior Living, Inc. - (Name of Issuer) Common stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) December 31, 2011 - (Date of Event Which Requires |
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| February 10, 2012 |
SRZ / Sunrise Senior Living Inc / SCOPIA CAPITAL MANAGEMENT LP Passive Investment SC 13G 1 e47232sc13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sunrise Senior Living, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 86768K106 - (CUSIP Number) December 31, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 9, 2012 |
SRZ / Sunrise Senior Living Inc / BlackRock Inc. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) SUNRISE SENIOR LIVING INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) December 30, 2011 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 7, 2012 |
Schedule 13G Amendment No. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* Sunrise Senior Living, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 86768K 10 6 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check th |
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| February 7, 2012 |
Exhibit 99.1 UBS Global Healthcare Services Conference February 7, 2012 Mark S. Ordan, Chief Executive Officer Exhibit 99.1 Disclaimer 2 Some of the statements in this presentation, as well as statements made by management, may be forward-looking statements that are based on management’s current assumptions, expectations and projections regarding our business and performance, the economy and forec |
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| February 7, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2012 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation |
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| February 3, 2012 |
SRZ / Sunrise Senior Living Inc / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SUNRISE SENIOR LIVING, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 86768K106 (CUSIP Number) DECEMBER 31, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate t |
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| January 11, 2012 |
Joint Filer Information Name: Black Diamond Offshore Ltd. Address: 2100 McKinney Avenue, Suite 1800 Dallas, TX 75201 Designated Filer: Carlson Capital, L.P. Issuer: Sunrise Senior Living, Inc. Date of Event Requiring Statement: January 9, 2012 Signature: BLACK DIAMOND OFFSHORE LTD. By: Carlson Capital, LP, its investment manager /s/ Clint D. Carlson By: Clint D. Carlson Title: President Name: Doub |
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| January 10, 2012 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Sunrise Senior Living, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 86768K106 (CUSIP Number) December 19, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| January 10, 2012 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99 2 p12-0044exhibit.htm EXHIBIT I - JOINT ACQUISITION STATEMENT EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necess |
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| December 30, 2011 |
Joint Filer Information Name: Black Diamond Offshore Ltd. Address: 2100 McKinney Avenue, Suite 1800 Dallas, TX 75201 Designated Filer: Carlson Capital, L.P. Issuer: Sunrise Senior Living, Inc. Date of Event Requiring Statement: December 28, 2011 Signature: BLACK DIAMOND OFFSHORE LTD. By: Carlson Capital, LP, its investment manager /s/ Clint D. Carlson By: Clint D. Carlson Title: President Name: Do |
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| December 29, 2011 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or orga |
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| December 27, 2011 |
Joint Filer Information Name: Black Diamond Offshore Ltd. Address: 2100 McKinney Avenue, Suite 1800 Dallas, TX 75201 Designated Filer: Carlson Capital, L.P. Issuer: Sunrise Senior Living, Inc. Date of Event Requiring Statement: December 22, 2011 Signature: BLACK DIAMOND OFFSHORE LTD. By: Carlson Capital, LP, its investment manager /s/ Clint D. Carlson By: Clint D. Carlson Title: President Name: Do |
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| December 21, 2011 |
EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Joint Filer Information Name: Black Diamond Offshore Ltd. Address: 2100 McKinney Avenue, Suite 1800 Dallas, TX 75201 Designated Filer: Carlson Capital, L.P. Issuer: Sunrise Senior Living, Inc. Date of Event Requiring Statement: December 19, 2011 Signature: BLACK DIAMOND OFFSHORE LTD. By: Carlson Capital, LP, its investment manager /s/ Clint D. Carlson By: |
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| December 21, 2011 |
Joint Filer Information Name: Black Diamond Offshore Ltd. Address: 2100 McKinney Avenue, Suite 1800 Dallas, TX 75201 Designated Filer: Carlson Capital, L.P. Issuer: Sunrise Senior Living, Inc. Date of Event Requiring Statement: December 19, 2011 Signature: BLACK DIAMOND OFFSHORE LTD. By: Carlson Capital, LP, its investment manager /s/ Clint D. Carlson By: Clint D. Carlson Title: President Name: Do |
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| December 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-16499 ( |
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| December 16, 2011 |
THIRD AMENDMENT TO THE RIGHTS AGREEMENT EX-4.1 2 thirdamendmenttosunriseright.htm Exhibit 4.1 THIRD AMENDMENT TO THE RIGHTS AGREEMENT This THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of December 16, 2011, between Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Except as otherwise provide |
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| November 7, 2011 |
SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT EX-10.4 3 d226631dex104.htm EXHIBIT 10.4 Executive Officer Form Exhibit 10.4 SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED PERFORMANCE UNIT AGREEMENT Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants Performance Units relating to shares of its common stock, $0.01 par value (the “Stock”), to the Grantee named below, the shares of Stock subject |
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| November 7, 2011 |
Supplemental Information Exhibit 99.2 Sunrise Senior Living Community Data Ownership Type Stabilized Properties 2) Unit Occupancy Net Operating Income 1) Revenue per Occupied Unit Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended September 30, September 30, September 30, September 30, September 30, Ownership Type Comm. Units 2011 2010 2011 2010 2011 2010 |
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| November 7, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organ |
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| November 7, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 7, 2011 |
Exhibit 10.3 AGREEMENT REGARDING TRANSFER OF PARTNERSHIP INTERESTS (OWNCO) BY AND BETWEEN MASTER MORSUN ACQUISITION LLC, as transferor AND SUNRISE SENIOR LIVING INVESTMENTS, INC., as transferee Dated as of August 15, 2011 Properties: Sunrise of Palo Alto, Palo Alto, CA Sunrise of Lenexa, Lenexa, KS Sunrise of Shelby Township, Shelby Township, MI Sunrise of Golden Valley, Golden Valley, MN Sunrise |
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| November 7, 2011 |
Sunrise Reports Financial Results for Third Quarter of 2011 Press Release Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact November 7, 2011 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for Third Quarter of 2011 MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the third quarter of 2011. Sunrise will host a conference call and webca |
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| October 14, 2011 |
Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact October 14, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living Completes Recapitalization of 7 Sunrise Purpose-Built Mansions Located in Major Markets Sunrise Enters into New Long-Term Management Agreement MCLEAN, VA?Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that on October 12, 201 |
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| October 14, 2011 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organ |
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| August 19, 2011 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organi |
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| August 4, 2011 |
5 SUNRISE SENIOR LIVING, INC. Reconciliation For Consolidated Net Operating Income Supplemental Information Exhibit 99.2 Sunrise Senior Living Community Data Consolidated Communities Stabilized Properties 2) Unit Occupancy Net Operating Income 1) Community Comm. Units Ownership Interest State/ Province Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2011 2010 2011 2010 2011 2010 2011 2010 Connecticut Avenue 4) 1 100 100 |
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| August 4, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiz |
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| August 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2011 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 1- |
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| August 4, 2011 |
Sunrise Reports Financial Results for Second Quarter of 2011 Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact August 3, 2011 Sara Krueger, 703-744-1829 Sunrise Reports Financial Results for Second Quarter of 2011 MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the second quarter of 2011. Sunrise will host a conference call and webcast on Thursday, |
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| August 3, 2011 |
Exhibit 99.2 AL U.S. DEVELOPMENT VENTURE, LLC CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2011 (UNAUDITED) AND DECEMBER 31, 2010 2011 2010 ASSETS PROPERTY AND EQUIPMENT Land and land improvements $ 47,842,923 $ 47,842,923 Building and building improvements 179,839,207 179,709,897 Furniture and equipment 15,194,687 15,230,012 242,876,817 242,782,832 Less accumulated depreciation (46,166,821 ) (44,3 |
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| August 3, 2011 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorp |
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| August 3, 2011 |
SUNRISE SENIOR LIVING, INC. Unaudited Pro Forma Consolidated Financial Statements Exhibit 99.3 SUNRISE SENIOR LIVING, INC. Unaudited Pro Forma Consolidated Financial Statements On June 2, 2011, Sunrise Senior Living, Inc. (“the Company”) closed on a purchase and sale agreement with Morgan Stanley Real Estate Fund VII Global-F (U.S.), L.P., Morgan Stanley Real Estate Fund VII Special Global (U.S.), L.P., MSREF VII Global-T Holding II, L.P., and Morgan Stanley Real Estate Fund VI |
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| August 3, 2011 |
Report of Independent Auditors Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS AL U.S. Development Venture, LLC As of and for the Years Ended December 31, 2010 and 2009 With Report of Independent Auditors AL U.S. DEVELOPMENT VENTURE, LLC TABLE OF CONTENTS Page REPORT OF INDEPENDENT AUDITORS 1 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009: Consolidated Balance Sheets 2 Consolidated Sta |
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| July 27, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiza |
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| July 21, 2011 | ||
| July 21, 2011 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Sunrise Senior Living, Inc. - (Name of Issuer) Common stock - (Title of Class of Securities) 86768K106 - (CUSIP Number) July 14, 2011 - (Date of Event Which Requires Fili |
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| July 14, 2011 |
Exhibit 10.1 Execution Copy LOAN AGREEMENT Dated as of June 14, 2007 By and Among AL US DEVELOPMENT VENTURE, LLC, as Borrower and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent, sole Arranger and Lender, and each of the other financial institutions as from time to time become Lenders TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECTION 1.01 Certain Defined Terms 2 S |
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| July 14, 2011 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiz |
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| July 14, 2011 |
THIRD AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS Exhibit 10.4 THIRD AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS This THIRD AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this ?Amendment?) is dated as of June 2, 2011 by and among HSH NORDBANK AG, acting through its NEW YORK BRANCH, a German banking corporation acting through its New York branch, as administrative ag |
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| June 20, 2011 |
Exhibit 10.3 GUARANTY AGREEMENT Dated as of June 16, 2011 by SUNRISE SENIOR LIVING SERVICES, INC., SUNRISE SENIOR LIVING MANAGEMENT, INC., SUNRISE SENIOR LIVING INVESTMENTS, INC., and SUNRISE DEVELOPMENT, INC. as Guarantors in favor of THE LENDERS REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN GUARANTY AGREEMENT GUARANTY dated as of June 16, 2011 (the ?Guaranty?) made by SUNRISE SENIOR LIV |
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| June 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiza |
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| June 20, 2011 |
Exhibit 10.2 PLEDGE AGREEMENT (Pledge of Membership Interests by Members) (SUNRISE SENIOR LIVING, INC.) dated as of June 16, 2011 By EACH PLEDGOR A PARTY HERETO, as the Pledgors To KEYBANK NATIONAL ASSOCIATION as Agent for the Benefit of the Lenders PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of June 16, 2011 (herein as amended, supplemented or otherwise modified from time to time, this ?Agre |
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| June 20, 2011 |
Exhibit 10.4 Exhibit 10.4 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is dated to be effective as of the 16th day of June, 2011 (“Effective Date”) by and between BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for the “Lenders” that are parties to the “Credit Agreement” (as defined below; terms defi |
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| June 20, 2011 |
Exhibit 10.1 Exhibit 10.1 Published CUSIP Number: A published CUSIP number entitles subscribers (primarily banks and brokers) of Standard & Poor’s CUSIP Service Bureau to obtain the number and associated CUSIP data from the Bureau whether or not the subscriber is a Lender under the Credit Agreement. Associated CUSIP data will include Borrower’s name, place of incorporation, the Administrative Agen |
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| June 14, 2011 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiza |
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| June 14, 2011 |
Investor Conference 2011 June 14, 2011 Disclaimer 2 • Some of the statements in this presentation, as well as statements made by management, may be forward-looking statements that are based on management’s current assumptions, expectations and projections regarding our business and performance, the economy and forecasts of future events, circumstances and results. |
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| June 8, 2011 |
EX-10.1 2 dex101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Copy LOAN AGREEMENT Dated as of June 14, 2007 By and Among AL US DEVELOPMENT VENTURE, LLC, as Borrower and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent, sole Arranger and Lender, and each of the other financial institutions as from time to time become Lenders TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 SECT |
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| June 8, 2011 |
THIRD AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS EX-10.4 5 dex104.htm EXHIBIT 10.4 Exhibit 10.4 THIRD AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS This THIRD AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT AND REAFFIRMATION OF LOAN DOCUMENTS (this “Amendment”) is dated as of June 2, 2011 by and among HSH NORDBANK AG, acting through its NEW YORK BRANCH, a German banking corporation acting through its New |
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| June 8, 2011 |
Sunrise Senior Living Completes Previously Announced Portfolio Purchase Nordbank Loan Modified Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact June 6, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living Completes Previously Announced Portfolio Purchase Nordbank Loan Modified MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it has completed the previously announced purchase from a group of funds affiliated with M |
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| June 8, 2011 |
SECOND AMENDMENT TO LOAN AGREEMENT EX-10.3 4 dex103.htm EXHIBIT 10.3 Exhibit 10.3 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”) is made as of July , 2010, by and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and Lender (in such capacity, a “Lender”) and AL US DEVELOPMENT VENTURE, LLC (the “Borrower”). |
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| June 8, 2011 |
FIRST AMENDMENT TO LOAN AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this ?First Amendment?) is made as of April 22, 2009, by and HSH NORDBANK AG, acting through its NEW YORK BRANCH, as Administrative Agent (in such capacity, the ?Administrative Agent?) and Lender (in such capacity, a ?Lender?) and AL US DEVELOPMENT VENTURE, LLC (the ?Borrower?). RECITALS: WHEREAS, the Borrower, |
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| June 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organizat |
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| May 12, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organizati |
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| May 10, 2011 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organizati |
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| May 6, 2011 |
EX-10.4 5 dex104.htm PURCHASE AND SALE AGREEMENT Exhibit 10.4 PURCHASE AND SALE AGREEMENT for MEMBERSHIP INTERESTS in AL US DEVELOPMENT VENTURE, LLC between SUNRISE SENIOR LIVING INVESTMENTS, INC. a Virginia corporation, as Purchaser, SUNRISE SENIOR LIVING MANAGEMENT, INC. a Virginia corporation, as Manager, and MORGAN STANLEY REAL ESTATE FUND VII GLOBAL-F (U.S.), L.P., a Delaware limited partners |
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| May 6, 2011 |
Exhibit 10.2 April 7, 2011 Sunrise Senior Living, Inc. 7902 Westpark Drive McLean, VA 22102 Attention: Edward W. Burnett Re: Proposed $65,000,000.00 Senior Revolving Credit Facility to Sunrise Senior Living, Inc. Ladies and Gentlemen: Sunrise Senior Living, Inc. (?Borrower?) has requested that KeyBank Capital Markets, Inc. (?KBCM?), agree to structure, arrange and syndicate a senior revolving cred |
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| May 6, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organizati |
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| May 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2011 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission file number: 1 |
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| May 6, 2011 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT by and between SUNRISE SENIOR LIVING, INC. (the ?Company?) and C. MARC RICHARDS (the ?Executive?), is effective as of March 11, 2011 (the ?Effective Date?). WHEREAS, the Company is desirous of employing the Executive as its Chief Financial Officer on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive is des |
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| May 6, 2011 |
EX-10.3 4 dex103.htm PURCHASE AGREEMENT Exhibit 10.3 Execution Version $75,000,000 SUNRISE SENIOR LIVING, INC. 5.00% JUNIOR SUBORDINATED CONVERTIBLE NOTES DUE 2041 PURCHASE AGREEMENT April 14, 2011 April 14, 2011 Stifel, Nicolaus & Company, Incorporated On behalf of itself and the several Initial Purchasers named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated 390 Park Avenue, 2n |
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| May 6, 2011 |
Supplemental Information Exhibit 99.2 Sunrise Senior Living Community Data Ownership Type Stabilized Properties 2) Unit Occupancy Net Operating Income 1) Revenue per Occupied Unit Three Months Ended Three Months Ended Three Months Ended March 31, March 31, March 31, Ownership Type Comm. Units 2011 2010 2011 2010 2011 2010 Consolidated 5) 6 807 86.0 % 85.3 % $ 2,236,816 $ 2,479,161 $ 175.73 $ 174.0 |
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| May 6, 2011 |
Sunrise Reports Financial Results for First Quarter of 2011 Press Release Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact May 6, 2011 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for First Quarter of 2011 MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the first quarter of 2011. Sunrise will host a conference call and webcast Fr |
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| May 5, 2011 | ||
| April 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SUNRISE SENIOR LIVING, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 86768K106 (CUSIP Number) APRIL 14, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w |
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| April 20, 2011 |
EX-4.1 2 c64240exv4w1.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION SUNRISE SENIOR LIVING, INC. as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of April 20, 2011 5.00% Junior Subordinated Convertible Notes Due 2041 Table of Contents Page ARTICLE 1 Definitions Section 1.01. Definitions 5 Section 1.02. References to Interest 15 ARTICLE 2 Issue, Description, Exe |
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| April 20, 2011 |
exv99w1 Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact April 20, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living, Inc. Announces Closing of its $75 Million 5.00% Junior Subordinated Convertible Notes Offering MCLEAN, VA — Sunrise Senior Living, Inc. (NYSE: SRZ) announced today the closing of its offering of $75 million aggregate principal |
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| April 20, 2011 |
8-K 1 c64240e8vk.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| April 19, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiz |
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| April 19, 2011 |
Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact April 19, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living, Inc. Enters into a Purchase Agreement for the Purchase of Joint Venture Interests MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that certain of its subsidiaries have entered into a purchase and sale agreement wi |
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| April 15, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorp |
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| April 15, 2011 |
Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact April 15, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living, Inc. Prices $75 Million of its 5.00% Junior Subordinated Convertible Notes Due 2041 MCLEAN, VA ? Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it has priced $75 million principal amount of its 5.00% junior subordinated |
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| April 14, 2011 |
Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact April 14, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living Announces Intention to Offer $75 Million Junior Subordinated Convertible Notes Due 2041 MCLEAN, VA — Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it proposes to offer $75 million principal amount of its junior subordina |
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| April 14, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organizat |
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| April 14, 2011 |
Sunrise Senior Living Enters into a Commitment Letter For a New Senior Revolving Line of Credit Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact April 14, 2011 Meghan Lublin, 703-854-0299 Sunrise Senior Living Enters into a Commitment Letter For a New Senior Revolving Line of Credit MCLEAN, VA ? Sunrise Senior Living, Inc. (NYSE: SRZ) announced today that it has entered into a commitment letter with KeyBank National Association for a $50 mil |
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| April 14, 2011 |
exv99w2 Exhibit 99.2 Risk Factors In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, set forth below are cautionary statements identifying important factors that could cause actual events or results to differ materially from any forward-looking statements made by or on behalf of us, whether oral or written. We wish to ensure that any forward-look |
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| April 14, 2011 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of (Commission (I.R.S. Empl |
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| March 21, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or organiz |
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| February 25, 2011 |
EX-10.122 14 dex10122.htm EXHIBIT 10.122 Exhibit 10.122 FIRST AMENDED AND RESTATED MASTER AGREEMENT by and among SUNRISE SENIOR LIVING MANAGEMENT, INC., SUNRISE NORTH SENIOR LIVING LTD., SUNRISE SENIOR LIVING, INC. and VENTAS SSL, INC. Date: December 1, 2010 TABLE OF CONTENTS 1. General 2 1.1 Definitions 2 1.2 Additional Defined Terms 15 1.3 Rules of Construction 17 1.4 Certain Provisions Regardin |
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| February 25, 2011 |
Exhibit 99.1 Investor Relations Contact Tim Smith, 703-854-0348 For immediate release Media Contact February 25, 2011 Meghan Lublin, 703-854-0299 Sunrise Reports Financial Results for Fourth Quarter and Full Year of 2010 Files Additional Supplemental Information in 8-K MCLEAN, VA - Sunrise Senior Living, Inc. (NYSE: SRZ) today reported financial results and operating data for the fourth quarter an |
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| February 25, 2011 |
Exhibit 21 Entity Name State of Incorporation Clayton Road Assisted Living, LLC Missouri COPSUN Clayton MO Manager, LLC Delaware Dignity Home Care, Inc. |
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| February 25, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2011 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 1-16499 54-1746596 (State or other jurisdiction of incorporation or orga |
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| February 25, 2011 |
Exhibit 10.44 Exhibit 10.44 2010 Director Fees For 2010, our non-employee directors (other than Paul J. Klaassen) received the following annual Board fees. These fees are paid on a calendar-year basis, quarterly in advance. No separate meeting attendance fees are paid for attending meetings of Board committees. Board Retainer $ 150,000 Committee Chair Retainer: Audit Committee $ 25,000 Compensatio |
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| February 25, 2011 |
Exhibit 10.45 Exhibit 10.45 2011 Director Fees For 2011, our non-employee directors will receive the following annual Board fees. These fees are paid on a calendar-year basis, quarterly in advance. No separate meeting attendance fees are paid for attending meetings of Board committees. Board Retainer $ 150,000 (1) Committee Chair Retainer: Audit Committee $ 25,000 Compensation Committee $ 15,000 F |
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| February 25, 2011 |
FIRST AMENDMENT TO THE SUNRISE ASSISTED LIVING EXECUTIVE DEFERRED COMPENSATION PLAN Exhibit 10.20 Exhibit 10.20 FIRST AMENDMENT TO THE SUNRISE ASSISTED LIVING EXECUTIVE DEFERRED COMPENSATION PLAN WHEREAS, Sunrise Senior Living, Inc. (the “Company”) maintains the Sunrise Senior Living Executive Deferred Compensation Plan (the “Plan”); and WHEREAS, the Company desires to amend the Plan to (i) document that the Plan is to be terminated effective December 31, 2009 and (ii) provide fo |
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| February 25, 2011 |
[FIRST AMENDED AND RESTATED1] MANAGEMENT AGREEMENT SUNRISE OF , 2010 Exhibit 10.121 [FIRST AMENDED AND RESTATED1] MANAGEMENT AGREEMENT for SUNRISE OF , 2010 Owner: Manager: [Sunrise Senior Living Management, Inc. / Sunrise North Senior Living Ltd.] 1 In the case of certain Facilities (e.g., Facility Numbers 4037, 4038, 4063, 4064, 4065, 4066, 4076 and 4078), there have been one or more previous amendments and restatements of the original Management Agreement and, a |
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| February 25, 2011 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.30 EXHIBIT 10.30 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AGREEMENT by and between SUNRISE SENIOR LIVING, INC. (the “Company”) and GREGORY NEEB (the “Executive”), originally dated as of January 21, 2009 (the “Effective Date”) and amended as of October 1, 2010 (the “Original Agreement”), and amended and restated effective as of January 25, 2011 (the “Restatement Effective Date”). WHEREA |
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| February 25, 2011 |
Exhibit 10.120 Exhibit 10.120 EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation, SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation and CNL INCOME PARTNERS, LP, a Delaware limited partnership and CC3 ACQUISITION, LLC, a Delaware limited liability company December 8, 2010 TABLE OF CONTENTS Article I. INTERPRETATIO |
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| February 25, 2011 |
EX-10.17 4 dex1017.htm EXHIBIT 10.17 Exhibit 10.17 SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED EXECUTIVE NON-QUALIFIED STOCK OPTION AGREEMENT Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $0.01 par value, (the “Stock”), to the optionee named below. Additional terms and conditions of the g |
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| February 25, 2011 |
SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT EX-10.18 5 dex1018.htm EXHIBIT 10.18 Exhibit 10.18 SUNRISE SENIOR LIVING, INC. 2008 OMNIBUS INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK UNIT AGREEMENT Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants restricted stock units relating to its shares of common stock, $0.01 par value (the “Stock”), to the Grantee named below. Additional terms and conditions of the grant |
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| February 25, 2011 |
Exhibit 10.31 EMPLOYMENT AGREEMENT THIS AGREEMENT by and between SUNRISE SENIOR LIVING, INC. (the ?Company?) and DAVID HADDOCK (the ?Executive?), is effective as of October 1, 2010 (the ?Effective Date?). WHEREAS, the Company is desirous of employing the Executive as its General Counsel and Secretary on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive i |
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| February 25, 2011 |
6 SUNRISE SENIOR LIVING, INC. Reconciliation For Consolidated Net Operating Income Exhibit 99.2 Sunrise Senior Living Community Data Ownership Type Stabilized Properties 2) Unit Occupancy Net Operating Income 1) Three Months Ended December 31, Twelve Months Ended December 31, Twelve Months Ended December 31, Ownership Type Comm. Units 2010 2009 2010 2009 2010 2009 Consolidated 4) 5) 8 913 83.9 % 84.2 % 83.0 % 85.2 % $ 10,066,576 $ 7,171,644 Leased 5) 26 5,673 89.3 % 89.4 % 89.1 |
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| February 25, 2011 |
AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.29 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the ?Amendment?) is entered as of October 1, 2010 by SUNRISE SENIOR LIVING, INC. (the ?Company?), and GREG NEEB (the ?Executive?). WHEREAS, Executive and the Company have entered into an employment agreement dated as of January 21, 2009 (the ?Agreement?) and they desire to amend certain terms set forth in the A |
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| February 25, 2011 |
Exhibit 10.12 Exhibit 10.12 SUNRISE SENIOR LIVING, INC. 2003 STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED EXECUTIVE RESTRICTED STOCK AGREEMENT Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms a |
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| February 25, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 Commission File Number 1-16499 SUNRISE SENIOR LIVING, INC. (Exact name of registrant as specified in its charter) Delaware 54-1746596 (State or other jurisdiction incorpor |
