Attached files
file | filename |
---|---|
8-K - FORM 8-K - SUNRISE SENIOR LIVING INC | c64240e8vk.htm |
EX-4.1 - EX-4.1 - SUNRISE SENIOR LIVING INC | c64240exv4w1.htm |
Exhibit 99.1
Investor Relations Contact
Tim Smith, 703-854-0348
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
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 amount of its 5.00% junior subordinated convertible
notes due 2041 at an issue price of 100% of the principal amount of the notes. The notes were
issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. The Company has also granted the initial purchasers of the
notes a 30-day option to purchase up to an additional $11.25 million aggregate principal amount of
the notes.
The notes are 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 are 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 Company intends to use approximately $45 million of the net proceeds of the offering to
purchase the remaining 80% membership interest it does not own in a
joint venture with a group of funds affiliated with Morgan Stanley that indirectly
owns fifteen (15) assisted and independent living facilities, pursuant to the terms of the purchase
agreement entered into on April 19, 2011, and subject to the satisfaction of the closing conditions
in the purchase agreement. Additionally, the Company intends to use an additional $25 million of
the net proceeds to partially pay down an outstanding loan made to
the same venture by Nordbank, subject to the
negotiation of final documentation and the satisfaction of customary closing conditions. The
remaining net proceeds from the note offering may be used for acquisitions, development and general
corporate purposes.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of
these securities (including the shares of Sunrise Senior Living, Inc.s common stock into which the
notes are convertible), and shall not constitute an offer, solicitation or sale, in any
jurisdiction in which such offer, solicitation or sale is unlawful.
The notes and the shares of common stock issuable upon conversion of the notes have not been
registered under the Securities Act of 1933, as amended, or any state securities laws and may not
be offered or sold in the United States absent registration or an applicable exemption from such
registration requirements.