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EX-99.1 - EX-99.1 - SUNRISE SENIOR LIVING INC | c64149exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
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 incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7900 Westpark Drive
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
(703) 273-7500
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. Entry into a Material Definitive Agreement.
On April 14, 2011, Sunrise Senior Living, Inc. (Sunrise or the Company) entered into a purchase
agreement (the Purchase Agreement) with Stifel, Nicolaus & Company, Incorporated as
representative of the Initial Purchasers listed in Schedule 1 thereto (the Initial Purchasers),
relating to the sale by the Company of $75.0 million aggregate principal amount of the Companys
5.00% Junior Subordinated Convertible Notes Due 2041 (the Notes), in a private offering (the
Note Offering) to qualified institutional buyers in the United States as defined in Rule 144A
under the Securities Act of 1933, as amended (the Securities Act). The Company has also granted
the Initial Purchasers a 30-day option to purchase up to an additional $11.25 million aggregate
principal amount of the Notes. Pursuant to the terms of the Purchase Agreement, the parties have
agreed to indemnify each other against certain liabilities, including certain liabilities under the
Securities Act. In addition, the Purchase Agreement contains customary representations, warranties
and covenants of the parties to the agreement.
The Company intends to use the net proceeds from the Note Offering for general corporate purposes.
This may include paying down debt obligations of the Companys joint ventures and/or purchasing
joint venture interests in portfolios where the Company currently owns non-controlling interests.
In particular, in connection with a potential transaction currently under discussion involving one
of the Companys unconsolidated joint ventures, the Company may determine to use a portion of the
net proceeds to fund a capital contribution to that joint venture that could range between an
estimated $6.1 million and $30.7 million, which would in turn be used by the joint venture to fund
all or a portion of a payment to cure a default under the joint ventures credit agreement;
alternatively, these discussions could result in the Company agreeing to purchase all or a portion
of its partners interest in the joint venture, which would result in the Company consolidating the
joint venture into its financial statements. The joint venture currently has outstanding
indebtedness of approximately $365.0 million; if the Company were to consolidate this joint
venture, its consolidated financial statements would be impacted significantly. The Company cannot
be sure that any of these transactions will be consummated on terms the Company currently considers
to be possible, or at all. The remaining net proceeds from the Note Offering may be used for
acquisitions, development and general corporate purposes.
The Notes will be unsecured junior subordinated obligations of the Company and bear interest in
cash at the rate of 5.00% per annum, subject to the Companys right to defer interest payments on
the Notes for up to 10 consecutive semi-annual interest periods. The Notes will be convertible into
shares of the Companys common stock at an initial conversion
rate of 92.2084 shares of common
stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of
approximately $10.845 per share), subject to adjustment upon the occurrence of specified events. The
conversion price is approximately 20.5% above the $9.00 per share closing price of the
Companys common stock on April 14, 2011. The Company does not have the right to redeem the Notes
prior to maturity, and no sinking fund is provided for the Notes. However, the Company may, at its
option, terminate the holders conversion rights at any time on or after April 6, 2016 if the
closing sale price of the Companys common stock exceeds 130% of the conversion price for at least
20 trading days during any consecutive 30 trading day period, including the last trading day of
such period. The Notes will mature on April 1, 2041, unless purchased or converted in accordance
with their terms prior to such date.
Subject to certain exceptions, the Company and all of the Companys directors and executive
officers also agreed not to sell or transfer any common stock of the Company for 90 days after
April 14, 2011 without first obtaining the written consent of the representative on behalf of the
Initial Purchasers.
On
April 15, 2011, the Company issued a press release announcing the pricing of the Note Offering.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an
offer to buy these securities, nor shall there be any offer, solicitation or sale of these
securities, in any state in which such offer, solicitation or sale would be unlawful. Any offers of
the securities would be made only by means of a confidential offering memorandum. These securities
have not been registered under the Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state laws.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 1.01 above, which is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
See Item 1.01 above, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits. The following exhibits are furnished with this report:
Exhibit 99.1 | Press Release issued by Sunrise Senior Living, Inc. dated April 15, 2011 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
SUNRISE SENIOR LIVING, INC. |
||||
Date: April 15, 2011 | By: | /s/ Mark S. Ordan | ||
Name: | Mark S. Ordan | |||
Title: | Chief Executive Officer | |||
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