Sunrise Announces Effective Date of Make-Whole Fundamental Change Relating to its 5.00% Junior Subordinated Convertible Notes due 2041
MCLEAN, Va., Jan. 11, 2013 /PRNewswire/ — Sunrise Senior Living, LLC (formerly known as Sunrise Senior Living, Inc.) announced today that, in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 21, 2012, by and among Sunrise Senior Living, Brewer Holdco, Inc., Brewer Holdco Sub, Inc., Health Care REIT, Inc. and Red Fox, Inc., Sunrise Senior Living delivered a notice to holders of its 5.00% Junior Subordinated Convertible Notes due 2041 (the “Notes”), pursuant to the Indenture, dated as of April 20, 2011 (the “Indenture”), by and between Sunrise Senior Living and the Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), of the Make-Whole Fundamental Change (as defined in the Indenture) that occurred in connection with the consummation of the transactions. The Effective Date (as defined in the Indenture) of the Make-Whole Fundamental Change was January 9, 2013.
As more fully described in the notice to holders, pursuant to the First Supplemental Indenture, dated as of January 9, 2013, by and among Sunrise Senior Living and the Trustee, to the Indenture, the consideration due upon conversion of the Notes will be (i) cash equal to $1,443.67 per $1,000 principal amount of Notes based on a conversion rate of 116.4251 in the case of a holder that elects to convert its Notes “in connection with” a Make-Whole Fundamental Change or (ii) cash equal to $1,338.12 per $1,000 principal amount of Notes based on a conversion rate of 107.9130 in the case of a holder that elects to convert its Notes other than “in connection with” a Make-Whole Fundamental Change. Holders who wish to convert their Notes must satisfy the requirements set forth in the Indenture.
A conversion of Notes will be deemed “in connection with” the Make-Whole Fundamental Change if a valid Notice of Conversion of the Notes is received, and not withdrawn, by the Conversion Agent during the period from, and including, January 9, 2013 to, and including, the business day immediately prior to the related Fundamental Change Purchase Date (as defined in the Indenture) (the “Make-Whole Conversion Period”). The Fundamental Change Purchase Date will be specified by Sunrise Senior Living in a Fundamental Change Company Notice that will be delivered to holders pursuant to Section 14.01 of the Indenture and will be a date that is not less than 20 or more than 35 days following the date of the Fundamental Change Company Notice.
If a holder does not convert its Notes during the Make-Whole Conversion Period and thus does not convert its Notes “in connection with” a Make-Whole Fundamental Change, a holder may convert their Notes at any time prior to the close of business on March 29, 2041, which is the business day immediately preceding the maturity date of the Notes.
Holders of Notes should read carefully the notice regarding their conversion rights in connection with the Make-Whole Fundamental Change and the Fundamental Change Company Notice regarding the rights of holders to require Sunrise Senior Living to repurchase their Notes, as they contain important information as to the procedures and timing for the exercise of such rights.
About Sunrise Senior Living
Sunrise Senior Living, a McLean, Va.-based company, employs approximately 31,600 people. As of September 30, 2012, Sunrise operated 303 communities located in the United States, Canada and the United Kingdom, with a unit capacity of approximately 29,400 units. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer’s and other forms of memory loss, as well as nursing and rehabilitative services. Sunrise’s senior living services are delivered by staff trained to encourage the independence, preserve the dignity, enable freedom of choice and protect the privacy of residents. To learn more about Sunrise, please visit http://www.sunriseseniorliving.com.
SOURCE Sunrise Senior Living, LLC