EX-99.1 2 l33114aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
(HEALTH CARE LOGO)
FOR IMMEDIATE RELEASE
     
 
  September 2, 2008
 
  For more information contact:
 
  Scott Estes - (419) 247-2800
 
  Mike Crabtree - (419) 247-2800
HEALTH CARE REIT TO ACQUIRE 29
SUNRISE SENIOR LIVING PROPERTIES
Premier Assets Valued at $715 Million
Concentrated in New York, Los Angeles and Chicago
Toledo, Ohio, September 2, 2008.....Health Care REIT, Inc. (NYSE:HCN) has entered into an agreement with an affiliate of Arcapita, Inc. to acquire its 90% interest in a venture owning 29 senior housing properties managed by Sunrise Senior Living, Inc. (NYSE: SRZ) for approximately $643.5 million, subject to final due diligence and excluding transaction costs. Health Care REIT’s purchase will be financed with approximately $365.4 million in cash, plus a 90% interest in the $309 million of existing debt held by the venture. This transaction will build upon the success of Health Care REIT’s extensive relationship investment program and further strengthen the quality of its diversified portfolio of properties.
Sunrise Senior Living, which is widely recognized as one of the country’s leading operators of senior housing communities, will continue to manage the properties and will retain a 10% interest in the venture. The communities are in large, high barrier-to-entry markets located primarily in the New York, Los Angeles and Chicago metropolitan areas. As of June  2008, the communities, which are predominantly Sunrise-developed mansions, had 2,082 units and an average resident occupancy of 94%.
“This transaction highlights our ability to acquire premier, consumer-focused real estate,” commented George L. Chapman, chairman and chief executive officer of Health Care REIT, Inc. “We look forward to working with Sunrise as a strategic capital partner and believe these assets are an outstanding complement to our portfolio. The addition of these properties will provide us an opportunity to enhance overall NOI growth by capturing facility-level operating income in a tax efficient manner.”
“We are very pleased to enter into this new venture with Health Care REIT,” said Paul Klaassen, Sunrise’s founder and CEO. “These 29 Sunrise communities are in deep and attractive markets. We look forward to developing this strategic relationship with HCN, which will allow us to continue to operate these communities and create value for both companies.”

 


 

Transaction Highlights
    Sunrise Senior Living, one of the largest senior housing operators in the country, will manage the portfolio for Health Care REIT
 
   
The recently passed RIDEA legislation will allow Health Care REIT to more efficiently capture the benefits of both the property-level NOI and appreciation of the assets
 
    The properties are concentrated in top metropolitan markets, including New York, Los Angeles and Chicago
 
    Twenty-five of the 29 communities are Sunrise-developed mansions built between 1999 and 2003
 
   
Twenty-eight of the 29 communities are combination facilities with multiple levels of care. Of the total 2,082 units, 1,393 (67%) are assisted living; 489 (23%) are Alzheimer’s care; and 200 (10%) are independent living
 
    Property-level NOI cap rate is projected at approximately 6.6% based on 2009 forecasted results
 
    Per unit valuation of $343,000 is estimated to be at or below replacement cost
 
    The venture has $309 million of existing non-recourse mortgage debt, attractively priced at a current average interest rate of 5.2%
 
    Upon closing the transaction, the company expects its private pay mix across its entire portfolio of properties to exceed 70%
The transaction is expected to close in the fourth quarter of 2008 and was not included in the company’s previously announced investment or earnings guidance. Management anticipates adjusting 2008 investment guidance after closing the transaction. With closing anticipated in the fourth quarter of 2008, this transaction would not impact the company’s previously issued 2008 earnings guidance. The company believes the transaction will be breakeven to slightly accretive to FFO beginning in 2009.
The transaction is subject to the company’s due diligence review. The company may terminate the agreement at any time during the 45-day review period if it is not satisfied with the results of the review. The company’s obligation to close is also subject to various other terms and conditions.
Additional Portfolio Summary Available Table 1 accompanying this press release lists the 29 Sunrise properties’ locations, markets, unit mixes and year built/acquired. A portfolio summary including property photographs is available under the News & Events heading of the company’s website and at www.hcreit.com/sunrise.
Conference Call Information The company has scheduled a conference call on Wednesday, September 3, 2008 at 10:00 a.m. Eastern Time to discuss the transaction. Telephone access will be available by dialing 800-240-2134 or 303-262-2138 (international). For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through September 10, 2008. To access the rebroadcast, dial 800-405-2236 or 303-590-3000 (international). The conference ID number is 11119220. To participate in the webcast, log on to www.hcreit.com or www.earnings.com 15 minutes before the call to download the necessary software. Replays will be available for 90 days through the same websites. This press release is posted on the company’s website under the heading News & Events.

 


 

About Health Care REIT Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of senior housing and health care real estate. The company also provides a full array of property management and development services. As of June 30, 2008, the company’s broadly diversified portfolio consisted of 635 properties in 38 states. More information is available on the Internet at www.hcreit.com.
This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. When the company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making forward-looking statements. Forward-looking statements reflect current plans and expectations and are based on information currently available. They are not guarantees of future performance and involve risks and uncertainties, including the approval of the transaction by the company following the completion of its due diligence investigation of the transaction and the communities; the satisfaction of closing conditions to the transaction, including, among other things, the obtainment of certain lender and ground lessor consents, the receipt of applicable healthcare licenses and governmental approvals, the absence of material adverse changes affecting the communities or the property-owing entity and certain material adverse changes affecting Sunrise or its facility manager affiliate; the parties’ performance of their obligations under the purchase and sale agreement; and other risks and uncertainties identified in the company’s other reports filed from time to time with the Securities and Exchange Commission. The company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

 


 

Table 1
Health Care REIT’s
Sunrise Portfolio
                                               
            AL   ALZ   IL   Total   Year Built
City/State   Market   Property Name   Units   Units   Units   Units   /Acquired
Belmont, CA
  San Francisco   Sunrise of Belmont     61       17             78       2002
Claremont, CA
  Los Angeles   Sunrise of Claremont     42       12             54       2000
Rancho Cucamonga, CA
  Los Angeles   Sunrise at Alta Loma     46       13             59       2001
Santa Ana, CA
  Los Angeles   Sunrise at Tustin     38       10             48       2000
West Hills, CA
  Los Angeles   Sunrise of West Hills     51       14             65       2002
Colorado Springs, CO
  Colorado Springs   Sunrise at University Park     43       10             53       2001
Crystal Lake, IL
  Chicago   Sunrise of Crystal Lake     45       13             58       2001
Flossmoor, IL
  Chicago   Sunrise of Flossmoor     48       14             62       1999
Gurnee, IL
  Chicago   Sunrise of Gurnee     46       13             59       2002
Naperville, IL
  Chicago   Sunrise of Naperville North     47       30             77       2002
Schaumburg, IL
  Chicago   Sunrise of Schaumburg     52       30             82       2001
Weston, MA
  Boston   Sunrise at Weston     29                   29       1997
Montgomery Village, MD
  Washington DC   Sunrise at Montgomery Village     50             91       141         1993
Silver Spring, MD
  Washington DC   Sunrise of Silver Spring     42       23             65       2002
Kennebunk, ME
  Portland   Huntington Common     48       24       108         180         2005
West Bloomfield, MI
  Detroit   Sunrise at West Bloomfield     40       12             52       2000
Roseville, MN
  Minneapolis   Sunrise of Roseville     48       29             77       2001
Chesterfield, MO
  St. Louis   Sunrise of St. Louis     44       30             74       2000
Basking Ridge, NJ
  New York   Sunrise of Basking Ridge     60       17             77       2002
Edgewater, NJ
  New York   Sunrise of Edgewater     55       15             70       2000
Lincroft, NJ
  New York   Sunrise of Lincroft     47       13             60       2001
Marlboro, NJ
  New York   Sunrise of Marlboro     47       16             63       2002
Dix Hills, NY
  New York   Sunrise of Dix Hills     66       10             76       2003
East Meadow, NY
  New York   Sunrise of East Meadow     62       20             82       2002
East Setauket, NY
  New York   Sunrise of East Setauket     55       27             82       2002
Holbrook, NY
  New York   Sunrise of Holbrook     60       19             79       2001
Plainview, NY
  New York   Sunrise of Plainview     38       13             51       2002
West Babylon, NY
  New York   Sunrise of West Bablyon     60       19             79       2003
Gahanna, OH
  Columbus   Sunrise of Gahanna     23       27             50       1998
 
 
      Totals     1,393             490          199         2,082