EX-1.1
Exhibit 1.1
Execution Copy
20,000,000 Shares
HEALTH CARE REIT, INC.
Common Stock
($1.00 Par Value)
UNDERWRITING AGREEMENT
May 8, 2013
UBS Securities LLC
Deutsche Bank Securities Inc.
Wells Fargo Securities, LLC
As Representatives of the Several Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026
Ladies and Gentlemen:
Health
Care REIT, Inc., a Delaware corporation (the “Company”), proposes to sell to the underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”), an
aggregate of 20,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, $1.00 par value per share (the “Common Stock”). The Company also proposes to sell at the Underwriters’ option an aggregate of up to
3,000,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
As the
Representatives, you have advised the Company (a) that you are authorized to enter into this Agreement and (b) that the Underwriters are willing to purchase, acting severally and not jointly, the Firm Shares set forth in Schedule I hereto,
plus such Option Shares if the Underwriters elect to exercise the option to purchase additional securities in whole or in part for the account of the Underwriters. The Firm Shares and the Option Shares (to the extent such option is exercised) are
herein collectively sometimes referred to as the “Shares.”
In consideration of the mutual agreements contained
herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:
1. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the date hereof,
as of the Applicable Time (as defined below) and as of the Closing Date (as defined below) as follows:
(i) An
“automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (File No. 333-181185) in respect of the Shares, including a form of prospectus
(the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Securities Act, and the rules and regulations of the Securities and
Exchange Commission (the “Commission”) thereunder (the “Rules and Regulations”). The Company and the transactions contemplated by this Agreement meet the requirements and
comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the Base Prospectus, as supplemented by any preliminary prospectus (including any preliminary prospectus supplement)
relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act (a “Preliminary Prospectus”), and including the documents incorporated in the Base Prospectus by reference, and the exhibits, financial
statements and schedules to such registration statement, in each case as finally amended and revised, have heretofore been delivered by the Company to the Representatives. Such registration statement is herein referred to as the “Registration
Statement,” which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Securities Act and contained in the Prospectus referred to below, has become effective under the Securities Act
and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus relating to the Shares first filed with the Commission pursuant to and within the time
limits described in Rule 424(b) under the Securities Act and in accordance with Section 4(i) hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of
the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference
therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriters.
(ii) As of the Applicable Time (as defined below), neither (i) the General Use Free Writing
Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information included on Schedule II hereto, all considered together (collectively, the “General Disclosure
Package”), nor (ii) any individual Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that the Company makes no representations or warranties as to information contained in or omitted
from any Issuer Free Writing Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood and
agreed that the only such information is that described in Section 13 herein. As used in this subsection and elsewhere in this Agreement:
“Applicable Time” means 5:00 p.m. (New York time) on the date of this Agreement or such other time as agreed to by the Company and the Representatives.
“Statutory Prospectus” means the Base Prospectus, as amended and supplemented immediately prior to the
Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Shares in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.
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“General Use Free Writing Prospectus” means any Issuer Free
Writing Prospectus that is identified on Schedule III to this Agreement.
“Limited Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.
(iii) The Company and each of its Subsidiaries (as defined below) has been duly organized and is validly existing as a
corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of the jurisdiction of its organization, with corporate power and authority to own its properties and conduct its business as
described in the Registration Statement, the General Disclosure Package and the Prospectus; the Company and each of its Subsidiaries is duly qualified to transact business in all jurisdictions in which the conduct of its business requires such
qualification, and in which the failure to qualify would (a) have a materially adverse effect upon the business of the Company and its Subsidiaries, taken as a whole or (b) prevent or materially interfere with the consummation of the
transactions contemplated by this Agreement (each of (a) and (b) above, a “Material Adverse Effect”). All of the Company’s subsidiaries are listed in Schedule IV hereto (the “Subsidiaries”).
(iv) The information contained in the line items “Preferred Stock” and “Common Stock” set forth in the
consolidated balance sheet as of March 31, 2013 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and in the section captioned “Capitalization” in the Prospectus (and any similar
section or information contained in the General Disclosure Package) sets forth the authorized, issued and outstanding capital stock of the Company at the indicated date, and, except for issuances since such date of (a) 85,857 shares of Common
Stock under the Company’s Dividend Reinvestment and Stock Purchase Plan, as amended, and (b) 35,764 shares of Common Stock upon exercise of stock options and vesting of deferred stock units granted under the Company’s Amended and
Restated 2005 Long-Term Incentive Plan, which amount is partially offset by 352 shares of Common Stock that were forfeited, or were withheld in kind upon the vesting of stock awards granted under such plan, since March 31, 2013, there has been
no material change in such information since March 31, 2013; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the shares of Common Stock of the
Company are duly listed on the New York Stock Exchange (“NYSE”); the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully-paid and
non-assessable; and no preemptive or similar rights of stockholders exist with respect to any of the Shares or the issue and sale thereof.
(v) The shares of authorized capital stock of the Company, including the Shares, conform in all material respects with the statements concerning them in the Registration Statement, the General Disclosure
Package and the Prospectus.
(vi) The Commission has not issued an order preventing or suspending the use of
any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus relating to the proposed offering of the Shares, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the
Company’s knowledge, threatened by the Commission. The Registration Statement complies, and the Prospectus and any amendments or supplements thereto will comply, as to form in all material respects with the requirements of the Securities Act
and the rules and regulations of the Commission thereunder. The documents incorporated, or to be incorporated, by reference in the Prospectus, at the time filed with the Commission complied or will comply, as to form in all material respects to the
requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or the Securities Act, as
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applicable, and the rules and regulations of the Commission thereunder. The Registration Statement and any amendment thereto do not contain, and, at all times during the period that begins on the
date hereof and ends as of the Closing Date, and as of the Closing Date or the Option Closing Date, as the case may be, will not contain, any untrue statement of a material fact and do not omit, and will not omit, to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments and supplements thereto do not contain, and, at all times during the period that begins on the date hereof and ends as of the Closing
Date, and as of the Closing Date or the Option Closing Date, as the case may be, will not contain, any untrue statement of a material fact; and do not omit, and will not omit, to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the Registration Statement or the
Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representatives, specifically for use therein, it being understood
and agreed that the only such information is that described in Section 13 herein.
(vii) Each Issuer Free
Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representatives, did not, does not and will
not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference and any prospectus supplement deemed to be a
part thereof that has not been superseded or modified.
(viii) The Company has not, directly or indirectly,
distributed and will not distribute any offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent
with Section 4(ii) below. The Company will file with the Commission all Issuer Free Writing Prospectuses required to be filed with the Commission in the time and manner required under Rules 163(b)(2) and 433(d) under the Securities Act.
(ix) (a) At the time of filing of the Registration Statement, (b) at the time of the most recent
amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), (c) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under
the Securities Act and (d) at the date hereof, the Company is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under
the Securities Act objecting to the use of the automatic shelf registration form.
(x) (a) At the earliest time
after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and (b) as of the date hereof (with such date
being used as the determination date for purposes of this clause(b)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act, without taking into account any determination by the Commission
pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an ineligible issuer), including, without limitation, for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of
the Shares as contemplated by the Registration Statement.
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(xi) The financial statements of the Company, together with related notes
and schedules, as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly in all material respects the consolidated financial position and the results of operations of
the Company and its Subsidiaries at the indicated dates and for the indicated periods. Such financial statements and the related notes and schedules have been prepared in accordance with generally accepted accounting principles, consistently applied
throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made. All pro forma financial statements or data included or incorporated by reference in the Registration Statement, the
General Disclosure Package and the Prospectus comply with the applicable requirements of the Securities Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro
forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data.
The summary financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and, to the
extent based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. All disclosures contained in the Registration Statement, the General Disclosure Package and the
Prospectus, including the documents incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the Rules and Regulations) comply in all material respects with Regulation G of the Exchange Act and
Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and
the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Other than the financial statements, together with related
notes and schedules, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no other financial statements or supporting schedules are required to be included or incorporated by
reference in the Registration Statement, the General Disclosure Package or the Prospectus.
(xii) There is no
action or proceeding pending or, to the knowledge of the Company, threatened (a) against the Company or its Subsidiaries or (b) involving any property of the Company or its Subsidiaries before any court or administrative agency which, if
determined adversely to the Company or its Subsidiaries, would reasonably be expected to result in any Material Adverse Effect, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.
(xiii) The Company, together with its Subsidiaries, has good and marketable title to all of the properties and assets
reflected in the financial statements hereinabove described (or as described in the Registration Statement, the General Disclosure Package and the Prospectus as owned by it), subject to no lien, mortgage, pledge, charge or encumbrance of any kind
except those reflected in such financial statements (or as described in the Registration Statement, the General Disclosure Package and the Prospectus) or which are not material in amount or which do not materially interfere with the use made or
proposed to be made of the property. The leases, agreements to purchase and mortgages to which the Company or any of its Subsidiaries is a party, and the guaranties of third parties (a) are the legal, valid and binding obligations of the
Company, its Subsidiaries and, to the knowledge of the Company, of all other parties thereto, and the Company knows of no default or defenses currently existing with respect thereto which would
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reasonably be expected to result in any Material Adverse Effect, and (b) conform to any descriptions thereof set forth in the Registration Statement, the General Disclosure Package and the
Prospectus. Each mortgage which the Company or any of its Subsidiaries holds on the properties described in the Registration Statement, the General Disclosure Package and the Prospectus constitutes a valid mortgage lien for the benefit of the
Company or its Subsidiary, as the case may be, on such property.
(xiv) The Company has filed all Federal,
state and foreign income tax returns which have been required to be filed and has paid all taxes indicated by said returns and all assessments received by it to the extent that such taxes have become due and are not being contested in good faith.
All tax liabilities have been adequately provided for in the financial statements of the Company.
(xv) Since
the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, as each may be amended or supplemented, except in each case as otherwise disclosed in the Registration Statement,
the General Disclosure Package and the Prospectus, as each may be amended or supplemented (a) there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the condition,
financial or otherwise, of the Company and its Subsidiaries considered as one enterprise or the earnings, capital stock (except that issued and outstanding capital stock of the Company has increased due to issuances since such date of
(I) 85,857 shares of Common Stock under the Company’s Dividend Reinvestment and Stock Purchase Plan, as amended, and (II) 35,764 shares of Common Stock upon exercise of stock options and vesting of deferred stock units granted under the
Company’s Amended and Restated 2005 Long-Term Incentive Plan, which amount is partially offset by 352 shares of Common Stock that were forfeited, or were withheld in kind upon the vesting of stock awards granted under such plan, since
March 31, 2013), business affairs, management, or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not occurring in the ordinary course of business, (b) there have been no liabilities or
obligations incurred by the Company or any of its Subsidiaries that are material with respect to the Company and its Subsidiaries considered as one enterprise, and (c) there have been no transactions entered into by the Company or any of its
Subsidiaries that are material with respect to the Company and its Subsidiaries considered as one enterprise, other than transactions in the ordinary course of business. There are no contingent obligations of the Company or any of its Subsidiaries
that are material with respect to the Company and its Subsidiaries considered as one enterprise that are not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.
(xvi) The Company is not in violation of its charter or by-laws. No Subsidiary is in violation of its charter or by-laws,
which violation will have, or after any required notice and passage of any applicable grace period would have, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries are (a) in default under any agreement, lease, contract,
indenture or other instrument or obligation to which it is a party or by which it or any of its properties is bound, (b) in violation of any statute, or (c) in violation of any order, rule or regulation applicable to the Company, its
Subsidiaries or its properties, of any court or of any regulatory body, administrative agency or other governmental body, any of which defaults or violations described in clauses (a) through (c) will have, or after any required notice and
passage of any applicable grace period would have, a Material Adverse Effect. The issue and sale of the Shares and the performance by the Company of all of its obligations under this Agreement and the consummation of the transactions herein
contemplated and the fulfillment of the terms hereof will not after any required notice and passage of any applicable grace period conflict with or constitute a violation of any statute or conflict with or result in a breach of any of the terms or
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provisions of, constitute a default under or result in the imposition of any lien pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company, or any
of its Subsidiaries, is a party or by which it or any of its properties may be bound, or a violation of its charter or by-laws or any order, rule or regulation applicable to the Company, its Subsidiaries or its properties of any court or of any
regulatory body, administrative agency or other governmental body.
(xvii) Each approval, consent, order,
authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions
herein contemplated (except such additional steps as may be required by the Commission or the Financial Industry Regulatory Authority (“FINRA”) or may be necessary to qualify the Shares for public offering by the Underwriters under state
securities or Blue Sky laws) has been obtained or made by the Company, and is in full force and effect.
(xviii) The Company and its Subsidiaries hold all material licenses, certificates and permits from governmental
authorities which are necessary to the conduct of their businesses and neither the Company nor any of its Subsidiaries have received any notice of infringement or of conflict with asserted rights of others with respect to any patents, patent rights,
trade names, trademarks or copyrights, which infringement is material to the business of the Company and its Subsidiaries.
(xix) The Company qualifies as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, has so qualified for the taxable years ended
December 31, 1984 through December 31, 2012 and no transaction or other event has occurred or is contemplated which would prevent the Company from so qualifying for its current taxable year.
(xx) To the best of the Company’s knowledge, Ernst & Young LLP, who has certified certain of the financial
statements and related schedules filed with the Commission as part of, or incorporated by reference in, the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect
to the Company, Sunrise Senior Living, Inc. and the Sunrise Entities (as defined below) as required by the Securities Act and the Rules and Regulations and the Public Company Accounting Oversight Board (the “PCAOB”).
(xxi) The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (a) transactions are executed in accordance with management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, (d) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (e) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement is
accurate and complete in all material respects.
(xxii) The Company has established and maintains disclosure
controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is
made known to the Company’s Chief Executive Officer and its Chief
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Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; the Company’s auditors
and the Audit Committee of the Board of Directors of the Company have been advised of: (a) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process,
summarize, and report financial data and (b) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; any material weaknesses in internal controls have been
identified for the Company’s auditors; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect
internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
(xxiii) Since July 30, 2002, the Company has not, directly or indirectly, including through any Subsidiary: (a) extended credit, arranged to extend credit, or renewed any extension of credit, in
the form of a personal loan, to or for any director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company or (b) made any material modification, including any
renewal thereof, to any term of any personal loan to any director or executive officer of the Company, or any family member or affiliate of any director or executive officer, which loan was outstanding on July 30, 2002.
(xxiv) To the knowledge of the Company, after inquiry of its officers and directors, there are no affiliations with any
FINRA member firm among the Company’s officers, directors, or principal stockholders, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, or as otherwise disclosed in writing to the
Underwriters.
(xxv) This Agreement has been duly authorized, executed and delivered by the Company.
(xxvi) Neither the Company nor any of its officers or directors has taken nor will any of them take, directly
or indirectly, any action resulting in a violation of Regulation M promulgated under the Exchange Act, or designed to cause or result in, or which has constituted or which reasonably might be expected to constitute, the stabilization or manipulation
of the price of the Common Stock. The Company acknowledges that the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Common Stock, including stabilizing bids, syndicate covering transactions and
the imposition of penalty bids.
(xxvii) The Shares have been, or as of the Closing Date will be, approved for
listing subject to official notice of issuance on the NYSE.
(xxviii) The Company is not, and immediately after
the sale of the Shares pursuant to the terms and conditions of this Agreement will not be, an “investment company” within the meaning of the Investment Company Act of 1940.
(xxix) None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person acting on behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any
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“foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA
and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA.
(xxx) The operations of the Company and its Subsidiaries are in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(xxxi)
None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any United States sanctions administered by the
Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”); and the Company will not, directly or indirectly, use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make
available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any United States sanctions administered by OFAC.
(xxxii) To the knowledge of the Company, the representations and warranties contained (A) in paragraph (vi) of
this Section 1 are true and correct with respect to any information regarding Sunrise Senior Living, Inc. or the Sunrise Entities contained in the Registration Statement, the General Disclosure Package and the Prospectus; and (B) in
paragraph (xi) of this Section 1 are true and correct with respect to the financial statements and any supporting schedules of Sunrise Senior Living, Inc. and the Sunrise Entities included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus; except in each of (A) and (B) where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
For purposes of this Agreement, Sunrise Operations UK Limited, Sunrise Operations VW Limited, Sunrise Operations Elstree Limited, Sunrise Operations Banstead Limited, Sunrise Operations Purley Limited, Sunrise Home Help Services Limited, Sunrise
Home Help Services VW Limited, Sunrise Home Help Elstree Limited, Sunrise Home Help Banstead Limited, Sunrise Home Help Purley Limited, Sunrise Operations Bagshot II Limited, Sunrise Operations Sevenoaks Limited, Sunrise Operations Winchester
Limited, Sunrise of Bagshot II Limited, Sunrise of Sevenoaks Limited, Sunrise of Winchester Limited, Sunrise Operations Knowle Limited, Sunrise Operations Hale Barns Limited, Sunrise of Knowle Limited, Sunrise of Hale Barns Limited and Master CNLSun
Dev I, LLC are herein collectively referred to as the “Sunrise Entities.”
2. Purchase, Sale and Delivery of the
Shares. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to
purchase from the Company, at a price of $70.9275 per Share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional number of Shares which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 11 hereof).
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Payment for the Firm Shares to be sold hereunder is to be made by Federal Funds wire
transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of the Firm Shares therefor to the Representatives. Such payment and delivery are to be made at the offices of Calfee, Halter &
Griswold LLP, The Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114 at 10:00 a.m. New York time, on May 14, 2013 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date
being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive
order to be closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the “Transfer Agent”) in such denominations and in such registrations as the Representatives request in writing not later than the second
full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company (“DTC”) and made available for inspection by the Representatives at least one business day prior to the
Closing Date at such place as the Representatives, DTC and the Company shall agree.
In addition, on the basis of the
representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Shares at the price per share as set forth in the
first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice at any time and from time to time within 30 days after the date of this Agreement, by the Representatives to the Company setting
forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such Option Shares are to be delivered. The time and date at which the Option Shares are to be delivered shall be
determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option
Closing Date”). Notwithstanding the preceding sentence, if the option is exercised at least one day prior to the Closing Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such
option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made by Federal Funds wire transfer to an account
designated by the Company for the Option Shares to be sold by the Company against delivery of the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of Calfee, Halter & Griswold LLP, The
Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such
denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for
inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.
3. Offering by the Underwriters. It is understood that the several Underwriters are to make a public offering of the Shares as soon as the Representatives deem it advisable to do so. The Shares are
to be initially offered to the public at the price and upon the terms set forth in the Prospectus. The Representatives may from time to time thereafter change the public offering price and other selling terms.
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4. Covenants of the Company. The Company covenants and agrees with the Underwriters
that:
(i) The Company will (a) prepare and timely file with the Commission under Rule 424(b) (without
reliance on Rule 424(b)(8)) under the Securities Act a prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B or 430C
under the Securities Act, (b) not file any amendment to the Registration Statement or distribute an amendment or supplement to the General Disclosure Package or the Prospectus or document incorporated by reference therein of which the
Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations for so long as the
Representatives may deem necessary in order to complete the distribution of the Shares and (c) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by the Underwriters; provided, however, that for each such report or preliminary or definitive proxy or information statement, the Company will not
file any such report or preliminary or definitive proxy or information statement, or amendment thereto, of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have
reasonably objected in writing or which is not in compliance with the Exchange Act.
(ii) The Company will
(a) not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be
filed by the Company with the Commission under Rule 433 under the Securities Act unless the Representatives approve its use in writing prior to first use (each, a “Permitted Free Writing Prospectus”); provided that the prior written
consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule III hereto, (b) treat each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus, (c) comply with the requirements of Rules 163, 164 and 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record
keeping and (d) not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such
Underwriter that such Underwriter otherwise would not have been required to file thereunder.
(iii)
[Intentionally omitted.]
(iv) The Company will advise the Representatives promptly (a) when any
post-effective amendment to the Registration Statement or new registration statement relating to the Shares shall have become effective, or any supplement to the Prospectus shall have been filed, (b) of the receipt of any comments from the
Commission, (c) of any request of the Commission for amendment of the Registration Statement or the filing of a new registration statement or any amendment or supplement to the General Disclosure Package or the Prospectus or any document
incorporated by reference therein or otherwise deemed to be a part thereof or for any additional information, and (d) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new
registration statement or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or of the institution of any proceedings for that purpose for so long as the Representatives
may deem necessary in order to complete the distribution of the Shares, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, and the Company will use its best efforts to prevent (x) the issuance of
any such stop order suspending the effectiveness of the Registration Statement or such new registration statement or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or
(y) any such suspension of the qualification of the Shares for offering or sale in any jurisdiction, and to obtain as soon as possible the lifting of any such order, if issued, or such suspension of qualification.
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(v) The Company will pay the fees applicable to the Registration Statement
in connection with the offering of the Shares within the time required by Rule 456(b)(1)(i) under the Securities Act (without reliance on the proviso to Rule 456(b)(1)(i) under the Securities Act) and in compliance with Rule 456(b) and Rule 457(r)
under the Securities Act.
(vi) If at any time when Shares remain unsold by the Underwriters the Company
receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a) promptly notify the Representatives,
(b) promptly file a new registration statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Representatives, (c) use its best efforts to cause such registration statement or
post-effective amendment to be declared effective as soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule 462 under the Securities Act), and (d) promptly notify the Representatives of such effectiveness.
The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule 401(g)(2) under the
Securities Act or for which the Company has otherwise become ineligible. References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be.
(vii) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial
effective date of the Registration Statement, any of the Shares remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration
statement relating to the Shares, in a form satisfactory to the Representatives. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a
new shelf registration statement relating to the Shares, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The
Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include such
new automatic shelf registration statement or such new shelf registration statement, as the case may be.
(viii) The Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any
Preliminary Prospectus or any Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus (or, in lieu thereof,
the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The
Company will furnish upon request to the Representatives signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith.
(ix) The Company will comply with the Securities Act and the Rules and Regulations and the Exchange Act, and the rules and
regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. Subject to the provisions of Section 4(i) above, if during the period in which a
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prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required by law to be delivered by an Underwriter or a dealer any event shall occur as a
result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the
time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will either (a) prepare and file with the Commission an
appropriate amendment to the Registration Statement or supplement to the Prospectus or (b) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the
Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with law.
(x) If the General Disclosure Package is being used to solicit offers to buy the Shares at a time when the Prospectus is
not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package
in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time
to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will either (a) prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or
supplement to the General Disclosure Package or (b) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure
Package as so amended or supplemented will not, in the light of the circumstances, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law.
(xi) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any
event not later than 15 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement (which need not be audited) in reasonable detail, covering a period of twelve
consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.
(xii) The Company will, for a period of five years from the Closing Date, furnish upon request to the Representatives, as
soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year and the Company will furnish upon request to the Representatives, as soon as available, a copy of each report and any definitive proxy
statement of the Company filed with the Commission under the Exchange Act or mailed to stockholders.
(xiii)
The Company will use the net proceeds from the sale of the Shares pursuant to this Agreement in the manner specified under the heading “Use of Proceeds” in the Prospectus.
(xiv) No offering, sale, other disposition or any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of any Common Stock or any securities of the Company that are convertible into, exchangeable or exercisable for, or substantially similar to the Common Stock or on parity with or senior to the
Common Stock (with respect to distribution rights or payments upon the Company’s liquidation, dissolution or winding up) will be made for a period of 30 days after the date of this Agreement, directly or indirectly, by the Company
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otherwise than hereunder or with the prior written consent of UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, except that the Company may, without such consent,
(a) issue securities under the Company’s equity compensation plans for officers, employees, and non-employee directors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012,
(b) issue shares upon the exercise of options or other stock rights issued pursuant to the Company’s equity compensation plans for officers, employees, and non-employee directors described in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2012, (c) sell shares of Common Stock pursuant to the Fourth Amended and Restated Dividend Reinvestment and Stock Purchase Plan filed with the Commission on May 3, 2013, (d) issue shares of
Common Stock upon conversion of any 3.00% Convertible Senior Notes due 2029 outstanding as of the date hereof and (e) issue shares upon conversion of any of the Company’s Series H Preferred Stock, Series I Preferred Stock or Series J
Preferred Stock.
5. Costs and Expenses. The Company will pay all costs, expenses and fees incident to the performance
of its obligations under this Agreement, including, without limiting the generality of the foregoing, the following: the fees incident to the issuance and delivery of the Shares; accounting fees of the Company; the fees and disbursements of counsel
for the Company; the cost of printing and delivering to, or as requested by, the Underwriters, copies of the Registration Statement, the Preliminary Prospectuses, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the applicable
listing agreement for the NYSE; the filing fees of the Commission; the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares; the fees incident to
the listing of the Shares on the NYSE and the applicable listing agreement with the NYSE. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company. The Company shall not, however, be required to
pay for any of the Underwriters’ expenses except that, if this Agreement shall not be consummated because the conditions in Section 7 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to
Section 6 hereof, or this Agreement is terminated pursuant to Section 10(i)(a) or Section 10(i)(g) hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any
condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure to satisfy said condition or to comply with said terms is due to the default or omission of any Underwriter, then the Company
shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of
performing their obligations hereunder, but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by any of them of the Shares.
6. Conditions of Obligations of the Underwriters. The several obligations of the Underwriters to purchase the Firm Shares on the
Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to
the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:
(i) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been taken or, to the
knowledge of the Company, shall be contemplated or threatened by the Commission. The Prospectus and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed as required by Rules 424, 430A, 430B, 430C or 433
under the Securities Act, as applicable, within the time period prescribed by, and in compliance with, the Rules and Regulations, and any request by the Commission for additional information (to be included in the Registration Statement or
otherwise) shall have been disclosed to the Representatives and complied with to their reasonable satisfaction.
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(ii) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an affirmation or improvement in
the rating, if any, accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
(iii) The Representatives shall have received on the Closing Date and the Option Closing Date, if any, the opinion of
Shumaker, Loop & Kendrick, LLP, counsel for the Company, dated the Closing Date or the Option Closing Date, as the case may be, and addressed to the Representatives, as representatives of the several Underwriters, to the effect that:
(a) The Company has been duly incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus.
(b) The Company is duly qualified to transact business in all jurisdictions in which the Company owns or leases real
property, and in which the failure to qualify would have a Material Adverse Effect.
(c) The information
contained in the line items “Preferred Stock” and “Common Stock” set forth in the consolidated balance sheet as of March 31, 2013 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2013 and in the section captioned “Capitalization” in the Prospectus (and any similar section or information contained in the General Disclosure Package) sets forth the authorized, issued and outstanding capital stock of the
Company at the indicated date; the authorized shares of capital stock of the Company have been duly authorized; the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued and are fully paid and
non-assessable; the certificates for the Shares or the uncertificated Shares, as the case may be, are in due and proper form; the shares of Common Stock, including Option Shares, if any, to be sold by the Company pursuant to this Agreement have been
duly authorized and will be validly issued, fully paid and non-assessable when issued and paid for as contemplated by this Agreement; and no preemptive or similar rights of stockholders exist with respect to any of the Shares or the issue and sale
thereof.
(d) The Registration Statement has become effective under the Securities Act and, to such
counsel’s knowledge, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the Securities Act.
(e) The Registration Statement, at the time the Registration Statement became effective, and the Prospectus, as of the date of the Prospectus and as of the date hereof, and any amendment or supplement
thereto, as of the date thereof, each complied as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission promulgated under the Securities Act (except in each case such counsel
need express no opinion as to the financial statements, schedules and other financial or statistical data included or incorporated by reference therein or
15
omitted therefrom). The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (other than the financial statements, schedules and
other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel need express no opinion), at the respective times such documents were filed with the Commission, complied as to form in
all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
(f) The statements under the caption “Description of Our Common Stock” in the General Disclosure Package and the Prospectus, insofar as such statements constitute a summary of documents referred
to therein or matters of law, fairly summarize in all material respects the information called for with respect to such documents and matters.
(g) The statements under the caption “Certain Government Regulations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as updated by the
Company’s Current Report on Form 8-K filed May 7, 2013, and any amendments thereto, as to matters of law stated therein, have been reviewed by such counsel and fairly summarize in all material respects the matters described therein which
are material to the business or condition (financial or otherwise) of the Company.
(h) Such counsel does not
know of any contracts or documents required to be filed as exhibits to or incorporated by reference in the Registration Statement or described in the Registration Statement or the Prospectus or any amendment or supplement thereto which are not so
filed, incorporated by reference or described as required, and the provisions of such contracts and documents that are required to be described in the Registration Statement or the Prospectus or any amendment or supplement thereto are fairly
summarized therein in all material respects.
(i) Such counsel knows of no material legal proceedings pending
or threatened against the Company, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.
(j) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated, including the issuance and sale of the Shares and the performance by the Company of its
obligations under this Agreement, do not and will not after any required notice and passage of any applicable grace period conflict with or constitute a violation of any statute or conflict with or result in a breach of any of the terms or
provisions of, constitute a default under or result in the imposition of any lien pursuant to (1) the charter or by-laws of the Company, (2) any agreement or instrument known to such counsel to which the Company is a party or by which the
Company or the Company’s properties may be bound, which conflict, violation, breach, default or lien could reasonably be expected to have a Material Adverse Effect or (3) any order known to such counsel or rule or regulation of any court
or governmental agency or body which in the experience of such counsel is customarily applicable to the transactions herein contemplated (except that such counsel expresses no opinion with respect to any requirement of FINRA or pursuant to any state
securities or Blue Sky laws).
(k) This Agreement has been duly authorized, executed and delivered by the
Company.
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(l) The Shares conform in all material respects to the descriptions thereof
contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(m) No approval,
consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body is necessary in connection with the execution and delivery by the Company of this Agreement and the performance by
the Company of its obligations thereunder (other than as may be required by the Commission or FINRA or as required by state securities and Blue Sky laws as to which such counsel need express no opinion) except such as have been obtained or made by
the Company, specifying the same.
(n) The Company is not, and immediately after the sale of the Shares
pursuant to the terms and conditions of this Agreement will not be, an “investment company” within the meaning of the Investment Company Act of 1940.
(o) Any required filing pursuant to Rule 433 under the Securities Act of each Issuer Free Writing Prospectus that is identified on Schedule III hereto has been made within the time period required by Rule
433(d) under the Securities Act and any required filing of the Preliminary Prospectus, the Prospectus and any supplement thereto pursuant to Rule 424 under the Securities Act has been made in the manner and within the time period required by Rule
424 under the Securities Act.
In addition, either such counsel or Arnold & Porter LLP, special tax
counsel to the Company, will provide an opinion, based on such counsel’s own review of the Company’s certificate of incorporation, stating that the Company was organized and continues to be organized in conformity with the requirements for
qualification as a real estate investment trust under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and, based on such counsel’s review of the Company’s federal income tax returns and discussions
with management and independent public accountants for the Company, that the Company, taking into account operations for its taxable and fiscal years ended December 31, 2003 through December 31, 2012, satisfied the requirements for
qualification and taxation as a real estate investment trust under the Code for such years and that its proposed method of operation will enable it to meet the requirements for qualification and taxation as a real estate investment trust under the
Code for its taxable and fiscal year ending December 31, 2013. Furthermore, such counsel shall opine that the statements contained under the heading “Taxation” in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2012, as updated by the Company’s Current Report on Form 8-K filed May 7, 2013, and any amendments thereto, are correct and accurate in all material respects and present fairly and accurately the material aspects of the
federal income tax (i) treatment of the Company and (ii) considerations that are likely to be material to a holder of the Common Stock.
In rendering such opinion, such counsel may rely as to matters governed by the laws of states other than the laws of the State of Ohio, the corporate laws of the State of Delaware or Federal laws on local
counsel in such jurisdictions, provided that in such case such counsel shall state that they believe that they and the Underwriters are justified in relying on such other counsel and such other counsel shall indicate that the Underwriters may rely
on such opinion. As to matters of fact, to the extent they deem proper, such counsel may rely on certificates of officers of the Company and public officials so long as such counsel states that they have no reason to believe that either the
Underwriters or they are not justified in relying on such certificates. In addition to the matters set forth above, the opinion of Shumaker, Loop & Kendrick, LLP shall
17
also include a statement to the effect that nothing has come to the attention of such counsel which leads them to believe that (a) the Registration Statement, as of the time of its
effectiveness for purposes of Section 11 of the Securities Act and as of the Applicable Time, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (b) the General Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading and (c) the Prospectus, or any supplement thereto, as of its date and as of the Closing Date or the Option Closing Date, as the case may be, contained or
contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel
need express no view as to financial statements, schedules and other financial data included therein). With respect to such statement, Shumaker, Loop & Kendrick, LLP may state that this statement is based upon the procedures set forth or
incorporated by reference therein, but is without independent check and verification.
(iv) The Representatives
shall have received from Calfee, Halter & Griswold LLP, counsel for the Underwriters, on the Closing Date and the Option Closing Date, if any, an opinion dated the Closing Date or the Option Closing Date, as the case may be, with respect to
the organization of the Company, the validity of the Shares, the Registration Statement, the General Disclosure Package and the Prospectus, and other related matters as the Representatives reasonably may request and such counsel shall have received
such papers and information as they reasonably request to enable them to pass upon such matters.
(v) At the
time of execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a signed letter, in form and substance satisfactory to the Representatives, dated the date hereof (a) confirming that they are an
independent registered public accounting firm with respect to the Company and its Subsidiaries within the meaning of the Securities Act, the Rules and Regulations and the PCAOB and are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (b) stating the conclusions and findings of such firm with respect to the financial information examined by them and included or incorporated by reference in
the Registration Statement and the General Disclosure Package and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters in connection with registered public
offerings.
(vi) With respect to the letter of Ernst & Young LLP referred to in the preceding
paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “Company initial letter”), the Company shall have furnished to the Representatives a letter, in form and substance satisfactory to the
Representatives (the “Company bring-down letter”), of such accountants, dated the Closing Date and the Option Closing Date, if any, (a) confirming that they are an independent registered public accounting firm with respect to the
Company and its Subsidiaries within the meaning of the Securities Act, the Rules and Regulations and the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of
the Commission, (b) stating the conclusions and findings of such firm with respect to the financial information and other matters covered by the Company initial letter and the financial information examined by them and included in the
Prospectus and (c) confirming in all material respects the conclusions and findings set forth in the Company initial letter.
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(vii) At the time of execution of this Agreement, the Representatives shall
have received from Ernst & Young LLP a signed letter, in form and substance satisfactory to the Representatives, dated the date hereof (a) confirming that they are an independent registered public accounting firm with respect to
Sunrise Senior Living, Inc. and Master CNLSun Dev I, LLC within the meaning of the Securities Act, the Rules and Regulations and the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule
2-01 of Regulation S-X of the Commission and (b) stating the conclusions and findings of such firm with respect to the financial information examined by them and included or incorporated by reference in the Registration Statement and the
General Disclosure Package and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters in connection with registered public offerings.
(viii) With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to
the Representatives concurrently with the execution of this Agreement (the “Sunrise initial letter”), the Company shall have furnished to the Representatives a letter, in form and substance satisfactory to the Representatives (the
“Sunrise bring-down letter”), of such accountants, dated the Closing Date and the Option Closing Date, if any, (a) confirming that they are an independent registered public accounting firm with respect to Sunrise Senior Living, Inc.
and Master CNLSun Dev I, LLC within the meaning of the Securities Act, the Rules and Regulations and the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of
the Commission, (b) stating the conclusions and findings of such firm with respect to the financial information and other matters covered by the Sunrise initial letter and the financial information examined by them and included in the
Prospectus and (c) confirming in all material respects the conclusions and findings set forth in the Sunrise initial letter.
(ix) At the time of execution of this Agreement, the Representatives shall have received a certificate of the Senior Vice President and Controller of the Company with respect to the financial statements
of the Sunrise Entities, other than Master CNLSun Dev I, LLC, in a form reasonably satisfactory to the Representatives and counsel to the Underwriters.
(x) The Representatives shall have received on the Closing Date and the Option Closing Date, if any, a certificate or certificates of the Chairman of the Board, Chief Executive Officer and President and
the Executive Vice President and Chief Financial Officer of the Company to the effect that on and as of the Closing Date or the Option Closing Date, as the case may be, each of them severally represents as follows:
(a) The Registration Statement has become effective under the Securities Act and no stop order suspending the
effectiveness of the Registration Statement or no order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus has been issued, and no proceedings for such purpose have been taken or are,
to his knowledge, contemplated by the Commission.
(b) Subsequent to the delivery of this Agreement and prior
to the Closing Date or the Option Closing Date, as the case may be, there shall not have occurred any downgrading, nor shall any notice have been given of (A) any intended or potential downgrading or (B) any review or possible change that
does not indicate an affirmation or improvement in the rating, if any, accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of
Section 3(a)(62) of the Exchange Act.
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(c) He does not know of any litigation instituted or threatened against the
Company of a character required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus which is not so disclosed therein or in a document incorporated by reference therein; he does not know of any material
contract required to be filed as an exhibit to the Registration Statement which is not so filed therein or in a document incorporated by reference therein.
(d) He has carefully examined the General Disclosure Package and any individual Limited Use Free Writing Prospectus and, in his opinion, as of the Applicable Time, the statements contained in the General
Disclosure Package and any individual Limited Use Free Writing Prospectus did not contain any untrue statement of a material fact, and such General Disclosure Package and any individual Limited Use Free Writing Prospectus, when considered together
with the General Disclosure Package, did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) He has carefully examined the Registration Statement and the Prospectus and in his opinion, as of the effective date
of the Registration Statement, the statements contained in the Registration Statement, including any document incorporated by reference therein, were true and correct, and such Registration Statement and Prospectus, or any document incorporated by
reference therein, did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and, in his opinion, since the effective date of the Registration Statement, no event has
occurred which should have been set forth in a supplement to or an amendment of the Prospectus which has not been so set forth in such supplement or amendment.
(f) The representations and warranties of the Company as set forth in this Agreement are true and correct as of the Closing Date or the Option Closing Date, as the case may be, as if made on such date.
The Company has performed all of its obligations under this Agreement as are to be performed at or before the Closing Date or the Option Closing Date, as the case may be. The representations and warranties made in this clause (f) shall be
deemed made by the Company.
(xi) The Representatives shall have received at or prior to the Closing Date, an
agreement, in form and substance satisfactory to the Representatives, signed by the executive officers of the Company listed on Schedule V hereto (the “Executive Officers”) to the effect that they will not, prior to the expiration of 30
days from the date of this Agreement, offer, sell, swap or otherwise dispose of any shares of Common Stock, securities of the Company convertible into, exchangeable or exercisable for, or substantially similar to the Common Stock or on parity with
or senior to the Common Stock (with respect to distribution rights or payments upon the Company’s liquidation, dissolution or winding up), or any securities that the Executive Officers have, or will have, the right to acquire through the
exercise of options, warrants, subscription or other rights, without the prior written consent of UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, except (a) pursuant to bona fide gifts, provided that the
Company shall have delivered to UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC written consent to such gift, but in no event shall the gifts under this subsection (a) of the Executive Officers exceed 75,000
shares of Common Stock in the aggregate, (b) pursuant to routine dispositions under Rule 10b5-1 Sales Plans entered into by certain Executive Officers prior to or after the date hereof, but in no event shall the dispositions under this
subsection (b) of the Executive Officers exceed 200,000 shares of Common Stock in the aggregate, and (c) shares obtained pursuant to the Company’s equity compensation plans for
20
officers, employees, and non-employee directors, provided that the Company shall have delivered to UBS Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC written
consent to such sale, but in no event shall the sales under this subsection (c) of the Executive Officers exceed 100,000 shares of Common Stock in the aggregate.
(xii) The Shares to be sold by the Company as of the Closing Date or the Option Closing Date, as the case may be, shall
have been duly approved for listing, subject to notice of issuance, on the NYSE.
The opinions and certificates mentioned in
this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects reasonably satisfactory to the Representatives and to Calfee, Halter & Griswold LLP, counsel for the Underwriters.
If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required
by this Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representatives by notifying the Company of such termination in writing or by telecopy at or prior to the Closing Date. In such event, the
Company and the Underwriters shall not be under any obligation to each other (except to the extent provided in Sections 5 and 8 hereof).
7. Conditions of the Obligations of the Company. The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are
subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or
threatened.
8. Indemnification.
(i) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule
501(b) under the Securities Act (each, an “Affiliate”), its officers and directors, and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act against any losses, claims, damages or liabilities to which such Underwriter or such Affiliate, officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Registration Statement, any
Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, or (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in the case of the Registration Statement or any amendment thereto, or in the case of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto, in light
of the circumstances under which they were made, and will reimburse each such Underwriter and each such Affiliate, officer, director or controlling person for any legal or other expenses reasonably incurred by such Underwriter or such Affiliate,
officer, director or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made or incorporated by reference in the Registration Statement, any Preliminary Prospectus, any Issuer
Free Writing Prospectus or the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representatives specifically for use in the preparation thereof. This
indemnity agreement will be in addition to any liability which the Company may otherwise have.
21
(ii) Each Underwriter, severally and not jointly, will indemnify and hold
harmless the Company, each of its directors, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in the case of the Registration Statement or any amendment thereto, or in the case of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or any amendment or
supplement thereto, in the light of the circumstances under which they were made, and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating
or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission has been made or incorporated by reference in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by or through the Representatives specifically for use in the preparation thereof as described in Section 13 of this Agreement. This indemnity agreement will be in addition to any
liability which such Underwriter may otherwise have.
(iii) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 8, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be
sought (the “indemnifying party”) in writing; provided that the failure to so notify will not relieve the indemnifying party from any liability that the indemnifying party may have on account of the provisions of Sections 8(i) or
(ii) or otherwise, except to the extent that the indemnifying party shall not have otherwise learned of such proceeding and such failure is materially prejudicial to the indemnifying party. In case any such proceeding shall be brought against
any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred the fees and expenses of the counsel retained by the indemnified party in the event (a) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the indemnifying party shall not be entitled to assume the defense of such suit notwithstanding its
obligation to bear the fees and expenses of such counsel. It is understood that
22
the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm
for all such indemnified parties and one local counsel. Such firm shall be designated in writing by the Representatives in the case of parties indemnified pursuant to Section 8(i) and by the Company in the case of parties indemnified pursuant
to Section 8(ii). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect
of which such indemnified party is a party and indemnity was sought hereunder by such indemnified party, unless such settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the fifth sentence of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent to which the indemnification obligations of the Company
hereunder are applicable if (a) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request and (b) such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement (unless the indemnified party is contesting in good faith the amount so reimbursable).
(iv) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless to the extent required therein an indemnified party under Sections 8(i) or
(ii) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Shares.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 8(iii) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Underwriters in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall
be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Underwriters bear to the total proceeds of the offering (the proceeds received by the Underwriters being
equal to the total underwriting discounts and commissions received by the Underwriters), in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
23
The Company and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 8(iv) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(iv). The
amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 8(iv) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(iv), (a) no Underwriter shall be required to contribute any
amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by such Underwriter and (b) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations under this Section 8(iv) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(v) In any proceeding relating to the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 8 hereby consents to the jurisdiction of any court having
jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon him or it by any other contributing party and consents to the service of such process and agrees that any other contributing party may
join him or it as an additional defendant in any such proceeding in which such other contributing party is a party.
9.
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered or telecopied and confirmed as follows: if to the Underwriters, to UBS Securities LLC, 299 Park Avenue, New York, NY
10171–0026, Attention: Syndicate Department (Fax: (212) 713–3460), to Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005, Attention: Equity Capital Markets with a copy to the General Counsel and to
Wells Fargo Securities, LLC, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (Fax: (212) 214-5918); if to the Company, to Health Care REIT, Inc., 4500 Dorr Street, Toledo, Ohio 43615, or via fax at
(419) 247-2826, Attention: George L. Chapman, Chairman of the Board, Chief Executive Officer and President.
10.
Termination. This Agreement may be terminated by the Representatives by notice to the Company as follows:
(i) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as
to the Option Shares) if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the
earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Shares impracticable or
inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of
such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Shares impracticable or inadvisable, (c) trading in
securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company’s securities on the NYSE, shall have been suspended or materially limited (other than limitations on hours or numbers of days of trading) or
24
minimum prices shall have been established for securities on any such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by
either federal or New York State authorities or material disruption in securities settlement or clearance services in the United States, (f) any litigation or proceeding is pending or threatened against any Underwriter which seeks to
enjoin or otherwise restrain, or seeks damages in connection with, or questions the legality or validity of this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or
potential downgrading or (2) any review or possible change that does not indicate an affirmation or improvement in the rating, if any, accorded to any securities of or guaranteed by the Company by any “nationally recognized statistical
rating organization,” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act; or
(ii) as provided in Sections 6 and 11 of this Agreement.
11. Default by Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the
Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date (except in the event of a default on the part of the Company), and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is ten percent or less of the aggregate number of Shares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the
purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Closing Date or the Option Closing Date, as the case may be, the
other Underwriters shall be obligated severally in the proportions that the number of Shares set forth opposite their respective names in Schedule I hereto bears to the aggregate number of Shares set forth opposite the names of all such
non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or
the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default (except in the event of a default on the part of the Company)
occurs is more than ten percent of the aggregate number of Shares to be purchased, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing or the Option Closing, as the case may be, but in
no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement,
the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
12. Successors. This Agreement has been and is made solely for the benefit of the
Underwriters and the Company and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. The
term “successors” shall not include any purchaser of the Shares merely because of such purchase.
25
13. Information Provided by Underwriters. The Company and the Underwriters
acknowledge and agree that the only information furnished or to be furnished by the Underwriters to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus consists of
the information set forth in the third, thirteenth through eighteenth, and twentieth paragraphs, but not including the second sentence and penultimate sentence of the twentieth paragraph (provided that, with respect to such eighteenth paragraph,
only the Underwriter that maintains a website through which information relating to the sale of the Shares is provided shall be deemed to have provided information through such website for purposes of this Section 13 and the information so
provided shall be deemed to include only the information contained in such website other than the Prospectus), under the caption “Underwriting” in the Prospectus.
14. Miscellaneous. The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in
full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company or its directors or officers and
(iii) delivery of and payment for the Shares under this Agreement.
The Company hereby acknowledges that each of the
Underwriters is acting solely as an underwriter in connection with the purchase and sale of the Company’s securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by
this Agreement entered into on an arm’s length basis and in no event do the parties intend that any Underwriter act or be responsible as a fiduciary to the Company, its management, stockholders, creditors or any other person in connection with
any activity that any Underwriter may undertake or has undertaken in furtherance of the purchase and sale of the Company’s securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar
obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the
Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including
but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by
law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading
up to such transactions.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York. The Company and the Underwriters each submits to the exclusive jurisdiction of the courts of the State of New York located in the Borough of Manhattan in the City and County of New
York and the United States District Court for the Southern District of New York with respect to any action or dispute in any way arising out of or relating to this Agreement. Each of the Company (on its behalf and, to the extent permitted by
applicable law, on behalf of its stockholders and affiliates) and the Underwriters waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to
this Agreement.
[The remainder of this page is intentionally left blank.]
26
If the foregoing letter is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the Underwriters in accordance with its terms.
|
|
|
| Very truly yours,
HEALTH CARE REIT, INC. |
|
|
| By: |
|
/s/ George L. Chapman |
|
|
|
| Name: |
|
George L. Chapman |
| Title: |
|
Chairman, Chief Executive Officer
and President |
|
|
|
|
|
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written. |
|
| UBS SECURITIES LLC DEUTSCHE BANK SECURITIES INC. WELLS FARGO SECURITIES, LLC
As Representatives of the Underwriters listed on Schedule I |
|
|
|
|
|
| By: |
|
UBS SECURITIES LLC |
|
|
|
|
|
By: |
|
/s/ Robert Crowell |
|
|
Name: Robert Crowell |
|
|
Title: Managing Director |
|
|
|
|
|
By: |
|
/s/ Lee Schechter |
|
|
Name: Lee Schechter |
|
|
Title: Director |
|
|
| By: |
|
DEUTSCHE BANK SECURITIES INC. |
|
|
|
|
|
By: |
|
/s/ Jeremy Fox |
|
|
Name: Jeremy Fox |
|
|
Title: Managing Director |
|
|
|
|
|
By: |
|
/s/ Frank Windels |
|
|
Name: Frank Windels |
|
|
Title: Managing Director |
|
|
| By: |
|
WELLS FARGO SECURITIES, LLC |
|
|
|
|
|
By: |
|
/s/ David Herman |
|
|
Name: David Herman |
|
|
Title: Director |
28
SCHEDULE I
Schedule of Underwriters
|
|
|
|
|
| Underwriter |
|
Number of
Shares to be
Purchased |
|
| UBS Securities LLC |
|
|
4,100,000 |
|
| Deutsche Bank Securities Inc |
|
|
3,000,000 |
|
| Wells Fargo Securities, LLC |
|
|
3,000,000 |
|
| Barclays Capital Inc. |
|
|
1,000,000 |
|
| Citigroup Global Markets Inc. |
|
|
1,000,000 |
|
| J.P. Morgan Securities LLC |
|
|
1,000,000 |
|
| RBC Capital Markets, LLC |
|
|
1,000,000 |
|
| Merrill Lynch, Pierce, Fenner & Smith
Incorporated |
|
|
500,000 |
|
| Credit Agricole Securities (USA) Inc. |
|
|
500,000 |
|
| KeyBanc Capital Markets Inc. |
|
|
500,000 |
|
| Morgan Stanley & Co. LLC |
|
|
500,000 |
|
| PNC Capital Markets LLC |
|
|
500,000 |
|
| Raymond James & Associates, Inc. |
|
|
500,000 |
|
| Stifel, Nicolaus & Company, Incorporated |
|
|
500,000 |
|
| BB&T Capital Markets, a division of BB&T Securities, LLC |
|
|
300,000 |
|
| BNY Mellon Capital Markets, LLC |
|
|
300,000 |
|
| Comerica Securities, Inc. |
|
|
300,000 |
|
| Credit Suisse Securities (USA) LLC |
|
|
300,000 |
|
| The Huntington Investment Company |
|
|
300,000 |
|
| RBS Securities Inc. |
|
|
300,000 |
|
| SMBC Nikko Capital Markets Limited |
|
|
300,000 |
|
| SunTrust Robinson Humphrey, Inc. |
|
|
300,000 |
|
|
|
|
|
|
| Total |
|
|
20,000,000 |
|
|
|
|
|
|
SCHEDULE II
|
|
|
|
|
| Public Offering Price Per Share: |
|
$ |
73.50 |
|
| Number of Shares Subject to the Offering: |
|
|
20,000,000 |
|
SCHEDULE III
None.
SCHEDULE IV
Schedule of Subsidiaries
|
|
|
| Name of Subsidiary |
|
State of Organization |
| 1 Sutphin Drive Associates, LLC |
|
West Virginia |
| 100 Knoedler Road, LLC |
|
Delaware |
| 101 Bickford Extension Avon LLC |
|
Delaware |
| 101 Membership Company of Maryland, Inc. |
|
Maryland |
| 101 Membership Company of West Virginia, Inc. |
|
West Virginia |
| 101 Membership Holding Company I of Pennsylvania, Inc. |
|
Pennsylvania |
| 1011 E. Pecan Grove Road, LLC |
|
Delaware |
| 10225 Cypresswood Drive, LLC |
|
Delaware |
| 10475 Wilshire Boulevard Borrower, LLC |
|
Delaware |
| 10475 Wilshire Boulevard, LLC |
|
Delaware |
| 111 Lazelle Road East, LLC |
|
Delaware |
| 111 South Shore Drive East Haven LLC |
|
Delaware |
| 1110 E. Westview Court, LLC |
|
Delaware |
| 1118 N. Stoneman Avenue, LLC |
|
Delaware |
| 11320 North Council Road, LLC |
|
Delaware |
| 1160 Elm Street Rocky Hill LLC |
|
Delaware |
| 1185 Davidson Road, LLC |
|
Delaware |
| 1205 North Church Street, LLC |
|
Delaware |
| 1221 Seventh Street, LLC |
|
Delaware |
| 12429 Scofield Farms Drive, LLC |
|
Delaware |
| 1250 West Pioneer Parkway, LLC |
|
Delaware |
| 130 Buena Vista Street, LLC |
|
Delaware |
| 13075 Evening Creek Drive South, LLC |
|
Delaware |
| 132 Warwick Road, LLC |
|
Delaware |
| 13200 South May Avenue, LLC |
|
Delaware |
| 1329 Brown Street, LLC |
|
Delaware |
| 1340 N. Washington Boulevard, LLC |
|
Delaware |
| 1405 Limekiln Pike, LLC |
|
Delaware |
| 1425 Yorkland Road, LLC |
|
Delaware |
| 143 West Franklin Avenue, LLC |
|
Delaware |
| 1460 Johnson Ferry Road, LLC |
|
Delaware |
| 14707 Northville Road, LLC |
|
Delaware |
| 15 Edison Road, LLC |
|
Delaware |
| 1500 Borden Road, LLC |
|
Delaware |
| 153 Cardinal Drive Agawam LLC |
|
Delaware |
| 1530 Needmore Holdings, LLC |
|
Delaware |
| 15401 North Pennsylvania Avenue, LLC |
|
Delaware |
| 155 Raymond Road, LLC |
|
Delaware |
| 1565 Virginia Ranch Road, LLC |
|
Delaware |
| 1600 Center Road, LLC |
|
Delaware |
| 1625 W. Spring Street, LLC |
|
Delaware |
| 1710 S.W. Health Parkway, LLC |
|
Delaware |
| 17231 Mill Forest Road, LLC |
|
Delaware |
| 1785 Freshley Avenue, LLC |
|
Delaware |
| 180 Scott Road Waterbury LLC |
|
Delaware |
| 1818 Martin Drive, LLC |
|
Delaware |
| 1850 Crown Park Court, LLC |
|
Delaware |
| 1920 Cleveland Road West, LLC |
|
Delaware |
| 1931 Southwest Arvonia Place, LLC |
|
Delaware |
| 1936 Brookdale Road, LLC |
|
Delaware |
| 2 Technology Drive North Chelmsford LLC |
|
Delaware |
| 20 Academy Lane LLC |
|
Delaware |
| 200 E. Village Road, LLC |
|
Delaware |
| 2003 Falls Boulevard Quincy LLC |
|
Delaware |
| 2005 Route 22 West, LLC |
|
Delaware |
| 2021 Highway 35, LLC |
|
Delaware |
| 2050 North Webb Road, LLC |
|
Delaware |
| 209 Merriman Road, L.L.C. |
|
Delaware |
| 21 Bradley Road Woodbridge LLC |
|
Delaware |
| 2101 New Hope Street, LLC |
|
Delaware |
| 2151 Green Oaks Road, LLC |
|
Delaware |
| 22 Richardson Road Centerville LLC |
|
Delaware |
| 222 East Beech Street—Jefferson, L.L.C. |
|
Delaware |
| 2281 Country Club Drive, LLC |
|
Delaware |
| 22955 Eastex Freeway, LLC |
|
Delaware |
| 23 Southpointe Drive, LLC |
|
Delaware |
| 2300 Washington Street Newton LLC |
|
Delaware |
|
|
|
| 2325 Rockwell Drive, LLC |
|
Delaware |
| 2341 W. Norvell Bryant Highway, LLC |
|
Delaware |
| 2387 Boston Road Wilbraham LLC |
|
Delaware |
| 240 E. Third Street, LLC |
|
Delaware |
| 2416 Brentwood Street, LLC |
|
Delaware |
| 242 Main Street Salem LLC |
|
Delaware |
| 246A Federal Road Brookfield LLC |
|
Delaware |
| 25 Cobb Street Mansfield LLC |
|
Delaware |
| 2695 Valleyview Boulevard, LLC |
|
Delaware |
| 27 Forest Falls Drive Yarmouth LLC |
|
Delaware |
| 2750 Reservoir Avenue Trumbull LLC |
|
Delaware |
| 280 Newtonville Avenue Newton LLC |
|
Delaware |
| 2800 60th Avenue West, LLC |
|
Delaware |
| 2860 Country Drive, LLC |
|
Delaware |
| 2929 West Holcombe Boulevard, LLC |
|
Delaware |
| 300 Pleasant Street Concord LLC |
|
Delaware |
| 303 Valley Road Middletown LLC |
|
Delaware |
| 311 E. Hawkins Parkway, LLC |
|
Delaware |
| 311 Route 73, LLC |
|
Delaware |
| 3117 E. Chaser Lane, LLC |
|
Delaware |
| 3200 West Slaughter Lane, LLC |
|
Delaware |
| 3220 Peterson Road, LLC |
|
Delaware |
| 331 Holt Lane Associates, LLC |
|
West Virginia |
| 340 May Street Worcester LLC |
|
Delaware |
| 3434 Watters Road, LLC |
|
Delaware |
| 35 Hamden Hills Drive Hamden LLC |
|
Delaware |
| 350 Locust Drive, LLC |
|
Delaware |
| 3535 Manchester Avenue Borrower, LLC |
|
Delaware |
| 3535 Manchester Avenue, LLC |
|
Delaware |
| 36101 Seaside Boulevard, LLC |
|
Delaware |
| 3625 Green Crest Street, LLC |
|
Delaware |
| 3650 Southeast 18th Avenue, LLC |
|
Delaware |
| 3921 North Main Street, LLC |
|
Delaware |
| 402 South Colonial Drive, LLC |
|
Delaware |
| 41 Springfield Avenue, LLC |
|
Delaware |
| 417 Main Street Niantic LLC |
|
Delaware |
| 4206 Stammer Place, LLC |
|
Delaware |
| 422 23rd Street Associates, LLC |
|
West Virginia |
| 430 Centre Street Newton LLC |
|
Delaware |
| 430 North Union Road, LLC |
|
Delaware |
| 4315 Johns Creek Parkway, LLC |
|
Delaware |
| 432 Buckland Road South Windsor LLC |
|
Delaware |
| 438 23rd Street Associates, LLC |
|
West Virginia |
| 4400 West 115th Street, LLC |
|
Delaware |
| 4402 South 129th Avenue West, LLC |
|
Delaware |
| 4500 Dorr Street Holdings, LLC |
|
Delaware |
| 4775 Village Drive, LLC |
|
Delaware |
| 4855 Snyder Lane, LLC |
|
Delaware |
| 5 Rolling Meadows Associates, LLC |
|
West Virginia |
| 50 Sutherland Road Brighton LLC |
|
Delaware |
| 50 Town Court, LLC |
|
Delaware |
| 500 Seven Fields Boulevard, LLC |
|
Delaware |
| 504 North River Road, LLC |
|
Delaware |
| 505 North Maize Road, LLC |
|
Delaware |
| 511 Kensington Avenue Meriden LLC |
|
Delaware |
| 515 Jack Martin Boulevard, LLC |
|
Delaware |
| 5165 Summit Ridge Court, LLC |
|
Delaware |
| 5166 Spanson Drive SE, LLC |
|
Delaware |
| 5301 Creedmoor Road, LLC |
|
Delaware |
| 5437 Eisenhauer Road, LLC |
|
Delaware |
| 5455 Glenridge Drive, NE, LLC |
|
Delaware |
| 5521 Village Creek Drive, LLC |
|
Delaware |
| 5550 Old Jacksonville Highway, LLC |
|
Delaware |
| 5700 Karl Road, LLC |
|
Delaware |
| 5902 North Street, LLC |
|
Delaware |
| 645 Saybrook Road Middletown LLC |
|
Delaware |
| 655 Mansell Road, LLC |
|
Delaware |
| 6605 Quail Hollow Road, LLC |
|
Delaware |
| 680 Mountain Boulevard, LLC |
|
Delaware |
| 687 Harbor Road Shelburne LLC |
|
Delaware |
| 6949 Main Street, LLC |
|
Delaware |
| 699 South Park Associates, LLC |
|
West Virginia |
| 700 Chickering Road North Andover LLC |
|
Delaware |
| 700 Smith Street Providence LLC |
|
Delaware |
| 7001 Forest Avenue, LLC |
|
Delaware |
| 701 Market Street, LLC |
|
Delaware |
| 721 Hickory Street, LLC |
|
Delaware |
| 7231 East Broadway, LLC |
|
Delaware |
2
|
|
|
| 731 Old Buck Lane, LLC |
|
Delaware |
| 75 Minnesota Avenue Warwick LLC |
|
Delaware |
| 750 North Collegiate Drive, LLC |
|
Delaware |
| 7610 Isabella Way, LLC |
|
Delaware |
| 77 Plains Road LLC |
|
Delaware |
| 7900 Creedmoor Road, LLC |
|
Delaware |
| 7950 Baybranch Drive, LLC |
|
Delaware |
| 799 Yellowstone Drive, LLC |
|
Delaware |
| 800 Canadian Trails Drive, LLC |
|
Delaware |
| 800 Oregon Street, LLC |
|
Delaware |
| 8010 East Mississippi Avenue, LLC |
|
Delaware |
| 8220 Natures Way, LLC |
|
Delaware |
| 831 Santa Barbara Boulevard, LLC |
|
Delaware |
| 8503 Mystic Park, LLC |
|
Delaware |
| 867 York Road Associates, LLC |
|
Pennsylvania |
| 8702 South Course Drive, LLC |
|
Delaware |
| 901 Florsheim Drive, LLC |
|
Delaware |
| 9131-6844 Québec Inc. |
|
Quebec |
| 935 Union Lake Road, LLC |
|
Delaware |
| 965 Hager Drive, LLC |
|
Delaware |
| 9802 48th Drive NE, LLC |
|
Delaware |
| Academy Nursing Home, Inc. |
|
Massachusetts |
| ADS / Multicare, Inc. |
|
Delaware |
| AL California GP, LLC |
|
Delaware |
| AL California GP-II, LLC |
|
Delaware |
| AL California GP-III, LLC |
|
Delaware |
| AL Santa Monica Senior Housing, LP |
|
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 II Senior Housing, L.P. |
|
California |
| AL U.S./GP Woods II Senior Housing, LLC |
|
Delaware |
| AL U.S./Huntington Beach Senior Housing, L.P. |
|
California |
| AL U.S./LaJolla II Senior Housing, L.P. |
|
California |
| AL U.S./LaPalma II Senior Housing, L.P. |
|
California |
| AL U.S./Playa Vista Senior Housing, L.P. |
|
California |
| AL U.S./Sacramento II Senior Housing, L.P. |
|
California |
| AL U.S./San Gabriel Senior Housing, L.P. |
|
California |
| AL U.S./Seal Beach Senior Housing, L.P. |
|
California |
| AL U.S./Studio City Senior Housing, L.P. |
|
California |
| AL U.S./Woodland Hills Senior Housing, L.P. |
|
California |
| AMCO I, LLC |
|
Wisconsin |
| Apple Valley Operating Corp. |
|
Massachusetts |
| ARC Denver Monaco, LLC |
|
Delaware |
| ARC Minnetonka, LLC |
|
Delaware |
| ARC Overland Park, LLC |
|
Delaware |
| ARC Roswell, LLC |
|
Delaware |
| ARC Sun City West, LLC |
|
Delaware |
| ARC Tanglewood, LLC |
|
Delaware |
| ARC Tucson, LLC |
|
Delaware |
| Arcadia Associates |
|
Massachusetts |
| ASL, Inc. |
|
Massachusetts |
| AU-HCU Holdings, LLC |
|
Delaware |
| Badger RE Portfolio I, LLC |
|
Wisconsin |
| Badger RE Portfolio II, LLC |
|
Wisconsin |
| Badger RE Portfolio III, LLC |
|
Wisconsin |
| Badger RE Portfolio IV, LLC |
|
Wisconsin |
| Badger RE Portfolio V, LLC |
|
Wisconsin |
| BAL Colts Neck LLC |
|
Delaware |
| BAL Fenwick Island LLC |
|
Delaware |
| BAL Governor’s Crossing LLC |
|
Delaware |
| BAL Holdings I, LLC |
|
Delaware |
| BAL Holdings II, LLC |
|
Delaware |
| BAL Holdings III, LLC |
|
Delaware |
| BAL Holdings VII, LLC |
|
Delaware |
| BAL Howell LLC |
|
Delaware |
| BAL Longwood LLC |
|
Pennsylvania |
| BAL Reflections LLC |
|
Delaware |
| BAL Savoy Little Neck LLC |
|
Delaware |
| BAL Sycamore LLC |
|
Delaware |
| BAL Toms River LLC |
|
Delaware |
| Ballard Healthcare Investors, LLC |
|
Delaware |
| Baton Rouge LA Senior Living Owner, LLC |
|
Delaware |
| Bellevue Healthcare Properties, LLC |
|
Delaware |
| Bellevue Physicians, LLC |
|
Delaware |
3
|
|
|
| Belmont Village Buckhead Tenant, LLC |
|
Delaware |
| Belmont Village Buffalo Grove Tenant, LLC |
|
Delaware |
| Belmont Village Buffalo Grove, L.L.C. |
|
Delaware |
| Belmont Village Burbank Tenant, LLC |
|
Delaware |
| Belmont Village Burbank, LLC |
|
Delaware |
| Belmont Village California Holdings, L.L.C. |
|
Delaware |
| Belmont Village Cardiff Tenant, LLC |
|
Delaware |
| Belmont Village Carol Stream, L.L.C. |
|
Delaware |
| Belmont Village Encino Tenant, LLC |
|
Delaware |
| Belmont Village Encino, LLC |
|
Delaware |
| Belmont Village Geneva Road Tenant, LLC |
|
Delaware |
| Belmont Village Glenview Tenant, LLC |
|
Delaware |
| Belmont Village Glenview, L.L.C. |
|
Delaware |
| Belmont Village Green Hills Tenant, LLC |
|
Delaware |
| Belmont Village Hollywood, LLC |
|
Delaware |
| Belmont Village Johns Creek Tenant, LLC |
|
Delaware |
| Belmont Village Landlord 3, LLC |
|
Delaware |
| Belmont Village Landlord, LLC |
|
Delaware |
| Belmont Village Memphis Tenant, LLC |
|
Delaware |
| Belmont Village Oak Park Tenant, LLC |
|
Delaware |
| Belmont Village of Hollywood Tenant, LLC |
|
Delaware |
| Belmont Village of Oak Park, L.L.C. |
|
Delaware |
| Belmont Village of Rancho Palos Verdes Tenant, LLC |
|
Delaware |
| Belmont Village RPV, LLC |
|
Delaware |
| Belmont Village Sabre Springs Tenant, LLC |
|
Delaware |
| Belmont Village San Jose Tenant, LLC |
|
Delaware |
| Belmont Village San Jose, LLC |
|
Delaware |
| Belmont Village St. Matthews Tenant, LLC |
|
Delaware |
| Belmont Village St. Matthews, L.L.C. |
|
Delaware |
| Belmont Village Sunnyvale Tenant, LLC |
|
Delaware |
| Belmont Village Sunnyvale, LLC |
|
Delaware |
| Belmont Village Tenant 2, LLC |
|
Delaware |
| Belmont Village Tenant 3, LLC |
|
Delaware |
| Belmont Village Tenant, LLC |
|
Delaware |
| Belmont Village West University Tenant, LLC |
|
Delaware |
| Belmont Village Westwood Tenant, LLC |
|
Delaware |
| Benchmark Investments X LLC |
|
Delaware |
| Berkeley Haven Limited Partnership |
|
West Virginia |
| Berks Nursing Homes, Inc. |
|
Pennsylvania |
| BKD-HCN Landlord, LLC |
|
Delaware |
| BKD-HCN Tenant, LLC |
|
Delaware |
| Bloomfield South MI Senior Living Owner, LLC |
|
Delaware |
| Boardman Physicians LLC |
|
Delaware |
| Boulder Assisted Living, L.L.C. |
|
Delaware |
| Brandall Central Avenue, LLC |
|
Delaware |
| Brewer Holdco, Inc. |
|
Delaware |
| Breyut Convalescent Center, L.L.C. |
|
New Jersey |
| Bridgeton Healthcare Investors, LLC |
|
Delaware |
| Brierbrook Partners, LLC |
|
Tennessee |
| Brinton Manor, Inc. |
|
Delaware |
| Broomfield CO Senior Living Owner, LLC |
|
Delaware |
| BSL Huntington Terrace LLC |
|
Delaware |
| Burlington Woods Convalescent Center, Inc. |
|
New Jersey |
| B-X Agawam LLC |
|
Delaware |
| B-X Avon LLC |
|
Delaware |
| B-X Brighton LLC |
|
Delaware |
| B-X Brookfield LLC |
|
Delaware |
| B-X Centerville LLC |
|
Delaware |
| B-X Concord LLC |
|
Delaware |
| B-X Danvers LLC |
|
Delaware |
| B-X East Haven LLC |
|
Delaware |
| B-X Hamden LLC |
|
Delaware |
| B-X Mansfield LLC |
|
Delaware |
| B-X Meriden LLC |
|
Delaware |
| B-X Middletown CT LLC |
|
Delaware |
| B-X Middletown RI LLC |
|
Delaware |
| B-X Milford LLC |
|
Delaware |
| B-X Mystic LLC |
|
Delaware |
4
|
|
|
| B-X Newton LLC |
|
Delaware |
| B-X Newton Lower Falls LLC |
|
Delaware |
| B-X Newtonville LLC |
|
Delaware |
| B-X Niantic LLC |
|
Delaware |
| B-X North Andover LLC |
|
Delaware |
| B-X North Chelmsford LLC |
|
Delaware |
| B-X Operations Holding Company LLC |
|
Delaware |
| B-X Providence LLC |
|
Delaware |
| B-X Quincy LLC |
|
Delaware |
| B-X Rocky Hill LLC |
|
Delaware |
| B-X Salem LLC |
|
Delaware |
| B-X Shelburne LLC |
|
Delaware |
| B-X South Windsor LLC |
|
Delaware |
| B-X Trumbull LLC |
|
Delaware |
| B-X Warwick LLC |
|
Delaware |
| B-X Waterbury LLC |
|
Delaware |
| B-X Wilbraham LLC |
|
Delaware |
| B-X Willows Cottages LLC |
|
Delaware |
| B-X Willows Cottages Trustee LLC |
|
Delaware |
| B-X Woodbridge LLC |
|
Delaware |
| B-X Worcester LLC |
|
Delaware |
| B-X Yarmouth LLC |
|
Delaware |
| CAL-GAT Limited Partnership |
|
Florida |
| CAL-LAK Limited Partnership |
|
Florida |
| Canoga Park Assisted Living L.L.C. |
|
Delaware |
| Canterbury of Shepherdstown Limited Partnership |
|
West Virginia |
| Catonsville Meridian Limited Partnership |
|
Maryland |
| CC3 Acquisition TRS Corp. |
|
Delaware |
| CC3 Acquisition, LLC |
|
Delaware |
| CC3 Facility Owner GP, LLC |
|
Delaware |
| CC3 Facility Owner Holding, LLC |
|
Delaware |
| CC3 Mezz A, LLC |
|
Delaware |
| CC3 Mezz B, LLC |
|
Delaware |
| CC3 Mezz C, LLC |
|
Delaware |
| CC3 Mezz D, LLC |
|
Delaware |
| CC3 Mezz E, LLC |
|
Delaware |
| Cheswick and Cranberry, LLC |
|
Pennsylvania |
| CHT SL IV TRS Corp. |
|
Delaware |
| CHTSun Partners IV, LLC |
|
Delaware |
| CHTSun Three Lombard IL Senior Living, LLC |
|
Delaware |
| CHTSun Three Pool One, LLC |
|
Delaware |
| CHTSun Two Baton Rouge LA Senior Living, LLC |
|
Delaware |
| CHTSun Two Gilbert AZ Senior Living, LLC |
|
Delaware |
| CHTSun Two Metairie LA Senior Living, LLC |
|
Delaware |
| CHTSun Two Pool Two, LLC |
|
Delaware |
| Cincinnati Physicians, LLC |
|
Delaware |
| CLP SL II TRS Corp. |
|
Delaware |
| CLPSun III Dresher Senior Living, LP |
|
Delaware |
| CLPSun III Golden Valley Senior Living, LLC |
|
Delaware |
| CLPSun III GP, LLC |
|
Delaware |
| CLPSun III Lenexa Senior Living, LLC |
|
Delaware |
| CLPSun III Minnetonka Senior Living, LLC |
|
Delaware |
| CLPSun III Palo Alto Senior Living, LP |
|
Delaware |
| CLPSun III Plano Senior Living, LP |
|
Delaware |
| CLPSun III Shelby Senior Living, LLC |
|
Delaware |
| CLPSun III Tenant, LP |
|
Delaware |
| CLPSun Partners II, LLC |
|
Delaware |
| CLPSun Partners III, LLC |
|
Delaware |
| CLPSun Two Broomfield CO Senior Living, LLC |
|
Delaware |
| CLPSun Two McCandless PA Senior Living, LP |
|
Delaware |
| CLPSun Two Pool One GP, LLC |
|
Delaware |
| CLPSun Two Pool One, LLC |
|
Delaware |
| CLPSun Two Simi Valley CA Senior Living, LP |
|
Delaware |
| Concord Health Group, Inc. |
|
Delaware |
| Cooper Holding, L.L.C. |
|
Florida |
| Cooper, L.L.C. |
|
Delaware |
| Crestview Convalescent Home, Inc. |
|
Pennsylvania |
| Crestview North, Inc. |
|
Pennsylvania |
| CRP/BWN Litchfield L.L.C. |
|
Delaware |
| CSH-HCN (Alexander) Inc. |
|
Ontario |
| CSH-HCN (Avondale) Inc. |
|
Ontario |
| CSH-HCN (Belcourt) Inc. |
|
Ontario |
| CSH-HCN (Christopher) Inc. |
|
Ontario |
| CSH-HCN (Fountains) Inc. |
|
Ontario |
| CSH-HCN (Gordon) Inc. |
|
Ontario |
5
|
|
|
| CSH-HCN (Héritage) Inc. |
|
Ontario |
| CSH-HCN (Kingsville) Inc. |
|
Ontario |
| CSH-HCN (Lansing) Inc. |
|
Ontario |
| CSH-HCN (Leamington) Inc. |
|
Ontario |
| CSH-HCN (Livingston) Inc. |
|
Ontario |
| CSH-HCN (Marquis) Inc. |
|
Ontario |
| CSH-HCN (McConnell) Inc. |
|
Ontario |
| CSH-HCN (Pines) Inc. |
|
Ontario |
| CSH-HCN (Rideau) Inc. |
|
Ontario |
| CSH-HCN (Royalcliffe) Inc. |
|
Ontario |
| CSH-HCN (Scarlett) Inc. |
|
Ontario |
| CSH-HCN (Tranquility) Inc. |
|
Ontario |
| CSH-HCN Lessee (Alexander) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Alexander) LP |
|
Ontario |
| CSH-HCN Lessee (Archer) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Archer) LP |
|
Ontario |
| CSH-HCN Lessee (Avondale) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Avondale) LP |
|
Ontario |
| CSH-HCN Lessee (Belcourt) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Belcourt) LP |
|
Ontario |
| CSH-HCN Lessee (Boulogne) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Boulogne) LP |
|
Ontario |
| CSH-HCN Lessee (Chicoutimi) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Chicoutimi) LP |
|
Ontario |
| CSH-HCN Lessee (Christopher) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Christopher) LP |
|
Ontario |
| CSH-HCN Lessee (Écores) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Écores) LP |
|
Ontario |
| CSH-HCN Lessee (Fountains) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Fountains) LP |
|
Ontario |
| CSH-HCN Lessee (Giffard) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Giffard) LP |
|
Ontario |
| CSH-HCN Lessee (Gordon) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Gordon) LP |
|
Ontario |
| CSH-HCN Lessee (Harmonie) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Harmonie) LP |
|
Ontario |
| CSH-HCN Lessee (Héritage) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Héritage) LP |
|
Ontario |
| CSH-HCN Lessee (Imperial) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Imperial) LP |
|
Ontario |
| CSH-HCN Lessee (Jonquière) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Jonquière) LP |
|
Ontario |
| CSH-HCN Lessee (Kingsville) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Kingsville) LP |
|
Ontario |
| CSH-HCN Lessee (l’Atrium) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (l’Atrium) LP |
|
Ontario |
| CSH-HCN Lessee (l’Ermitage) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (l’Ermitage) LP |
|
Ontario |
| CSH-HCN Lessee (L’Estrie) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (L’Estrie) LP |
|
Ontario |
| CSH-HCN Lessee (Lachine) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Lachine) LP |
|
Ontario |
| CSH-HCN Lessee (Lansing) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Lansing) LP |
|
Ontario |
| CSH-HCN Lessee (Laviolette) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Laviolette) LP |
|
Ontario |
| CSH-HCN Lessee (Leamington) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Leamington) LP |
|
Ontario |
| CSH-HCN Lessee (Livingston) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Livingston) LP |
|
Ontario |
| CSH-HCN Lessee (Marquis) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Marquis) LP |
|
Ontario |
| CSH-HCN Lessee (McConnell) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (McConnell) LP |
|
Ontario |
| CSH-HCN Lessee (Notre-Dame) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Notre-Dame) LP |
|
Ontario |
| CSH-HCN Lessee (Pines) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Pines) LP |
|
Ontario |
| CSH-HCN Lessee (Pointe-aux-Trembles) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Pointe-aux-Trembles) LP |
|
Ontario |
| CSH-HCN Lessee (Renaissance) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Renaissance) LP |
|
Ontario |
| CSH-HCN Lessee (Rideau) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Rideau) LP |
|
Ontario |
6
|
|
|
| CSH-HCN Lessee (Rive-Sud) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Rive-Sud) LP |
|
Ontario |
| CSH-HCN Lessee (Royalcliffe) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Royalcliffe) LP |
|
Ontario |
| CSH-HCN Lessee (Saguenay) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Saguenay) LP |
|
Ontario |
| CSH-HCN Lessee (Saint-Jérôme) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Saint-Jérôme) LP |
|
Ontario |
| CSH-HCN Lessee (Scarlett) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Scarlett) LP |
|
Ontario |
| CSH-HCN Lessee (Tranquility) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Tranquility) LP |
|
Ontario |
| CSH-HCN Lessee (Trembles) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Trembles) LP |
|
Ontario |
| CSH-HCN Lessee (Wellesley) GP Inc. |
|
Ontario |
| CSH-HCN Lessee (Wellesley) LP |
|
Ontario |
| Cumberland Associates of Rhode Island, L.P. |
|
Delaware |
| Dawn General Partner Limited |
|
Island of Jersey |
| Dawn HoldCo II Limited |
|
Island of Jersey |
| Dawn HoldCo Limited |
|
Island of Jersey |
| Dawn Limited Partnership |
|
Island of Jersey |
| Dawn Opco II Limited |
|
United Kingdom |
| Dawn Opco Limited |
|
United Kingdom |
| DELM Nursing, Inc. |
|
Pennsylvania |
| Denver Tenant, LLC |
|
Delaware |
| DePaul Physicians, LLC |
|
Delaware |
| Dover ALF, LLC |
|
Delaware |
| Dover Health Care Associates, Inc. |
|
Delaware |
| DRF Boardman LLC |
|
Minnesota |
| DRF Bridgeton LLC |
|
Minnesota |
| DRF Durango LLC |
|
Minnesota |
| DRF Great Falls LLC |
|
Minnesota |
| DRF Lakewood LLC |
|
Minnesota |
| DRF Lenexa LLC |
|
Minnesota |
| DRF Lincoln LLC |
|
Minnesota |
| DRF LSL LLC |
|
Minnesota |
| DRF Monticello Medical Building LLC |
|
Minnesota |
| DRF Shawnee Mission LLC |
|
Minnesota |
| DRF South Valley LLC |
|
Minnesota |
| DRF Southwest Medical Building LLC |
|
Minnesota |
| DRF Westminster LLC |
|
Minnesota |
| DSG-2010 Loans I, Inc. |
|
Delaware |
| Dublin Senior Community DRV, LLC |
|
Oklahoma |
| Dublin Senior Community WPP, LLC |
|
Oklahoma |
| East Meadow A.L., LLC |
|
Delaware |
| Easton Meridian Limited Partnership |
|
Maryland |
| Edella Street Associates |
|
Pennsylvania |
| Edison NJ Propco, LLC |
|
Delaware |
| Elstree Properties Limited |
|
Island of Jersey |
| Encare of Mendham, L.L.C. |
|
New Jersey |
| Encare of Pennypack, Inc. |
|
Pennsylvania |
| Encare of Quakertown, Inc. |
|
Pennsylvania |
| Encare of Wyncote, Inc. |
|
Pennsylvania |
| FC-GEN Acquisition Holdings, LLC |
|
Delaware |
| FC-GEN Acquisition, Inc. |
|
Delaware |
| FC-GEN Real Estate, LLC |
|
Delaware |
| FC-JEN Leasing, LLC |
|
Delaware |
| FHC Mount Vernon LLC |
|
Minnesota |
| FLA-PALM COURT, Limited Partnership |
|
Florida |
| Frauenshuh Ballard LLC |
|
Minnesota |
| Frauenshuh Bridgeton LLC |
|
Minnesota |
| Frauenshuh Burleson LLC |
|
Delaware |
| Frauenshuh Greeneville LLC |
|
Minnesota |
| Frauenshuh Harker Heights, LLC |
|
Delaware |
| Frauenshuh HealthCare Properties III, LLC |
|
Delaware |
| Frauenshuh HealthCare Properties, LLC |
|
Delaware |
| Frauenshuh HealthCare Real Estate Solutions, LLC |
|
Minnesota |
| Frauenshuh HealthCare Venture Properties, LLC |
|
Delaware |
| Frauenshuh Killeen LLC |
|
Minnesota |
7
|
|
|
| Frauenshuh Tacoma LLC |
|
Delaware |
| Frauenshuh Temple LLC |
|
Delaware |
| Frognal Properties Limited |
|
Island of Jersey |
| G.P. Woods Assisted Living, LLC |
|
Delaware |
| Gemini Davenport, LLC |
|
Oklahoma |
| Gemini Las Colinas, L.L.C. |
|
Oklahoma |
| Gemini Romeoville, LLC |
|
Oklahoma |
| Gemini SS Lessee, LLC |
|
Oklahoma |
| Gemini Villa Ventura, L.L.C. |
|
Oklahoma |
| Gemini Wexford, L.L.C. |
|
Oklahoma |
| Genesis ElderCare Centers—Harston, Inc. |
|
Pennsylvania |
| Genesis ElderCare Corp. |
|
Delaware |
| Genesis Eldercare National Centers, Inc. |
|
Florida |
| Genesis Health Ventures of Bloomfield, Inc. |
|
Pennsylvania |
| Genesis Health Ventures of Clarks Summit, Inc. |
|
Pennsylvania |
| Genesis Health Ventures of Massachusetts, Inc. |
|
Pennsylvania |
| Genesis Health Ventures of Naugatuck, Inc. |
|
Pennsylvania |
| Genesis Health Ventures of Salisbury, Inc. |
|
Pennsylvania |
| Genesis Health Ventures of West Virginia, Inc. |
|
Pennsylvania |
| Genesis Health Ventures of West Virginia, L.P. |
|
Pennsylvania |
| Genesis Health Ventures of Wilkes-Barre, Inc. |
|
Pennsylvania |
| Genesis HealthCare Centers Holdings, Inc. |
|
Delaware |
| Genesis HealthCare Corporation |
|
Pennsylvania |
| Genesis HealthCare Holding Company I, Inc. |
|
Delaware |
| Genesis HealthCare Holding Company II, Inc. |
|
Delaware |
| Genesis Meridian 7 Leasing Properties Limited Partnership, L.L.P. |
|
Virginia |
| Genesis Meridian 7 Partnership Holding Company L.L.C. |
|
Delaware |
| Genesis Properties of Delaware Corporation |
|
Delaware |
| Genesis Properties of Delaware Ltd. Partnership, L.P. |
|
Delaware |
| Genesis/Harbor, LLC |
|
Delaware |
| Geriatric & Medical Companies, Inc. |
|
Delaware |
| Geriatric and Medical Services, Inc. |
|
New Jersey |
| Geri-Med Corp. |
|
Pennsylvania |
| Gilbert AZ Senior Living Owner, LLC |
|
Delaware |
| Glenmark Associates, Inc. |
|
West Virginia |
| Glenmark Associates-Dawnview Manor, Inc. |
|
West Virginia |
| Glenmark Properties I, Limited Partnership |
|
West Virginia |
| Glenmark Properties, Inc. |
|
West Virginia |
| GMA Partnership Holding Company, Inc. |
|
West Virginia |
| GMA-Brightwood, Inc. |
|
West Virginia |
| GMA-Madison, Inc. |
|
West Virginia |
| GMA-Uniontown, Inc. |
|
Pennsylvania |
| Grand Ledge I, LLC |
|
Delaware |
| Great Falls Clinic – Frauenshuh, LLC |
|
Minnesota |
| Greeneville Healthcare Investors, LLC |
|
Delaware |
| Greenspring Meridian Limited Partnership |
|
Maryland |
| Groton Associates of Connecticut, L.P. |
|
Delaware |
| Habitation Domaine des Trembles Inc. |
|
Quebec |
| Habitation Faubourg Giffard Inc. |
|
Quebec |
| Hammes Company Green Bay I, LLC |
|
Wisconsin |
| Hammes Company Green Bay II, LLC |
|
Wisconsin |
| Hammonds Lane Meridian Limited Partnership |
|
Maryland |
| Harbor Crest Tenant, LLC |
|
Delaware |
| HBLR Operating, LLC |
|
Delaware |
| HBLR/Burlington Operating, LLC |
|
Delaware |
| HBLR/Highland Park Operating, LLC |
|
Delaware |
| HBLR/Lynnfield Operating, LLC |
|
Delaware |
| HBLR/Randolph Operating, LLC |
|
Delaware |
| HC Mill Creek I, LLC |
|
Wisconsin |
| HC Redmond I, LLC |
|
Wisconsin |
| HC Summit I, LLC |
|
Wisconsin |
| HCN (Pembroke) Property Inc. |
|
British Columbia |
8
|
|
|
| HCN (Stonehaven) Property Inc. |
|
British Columbia |
| HCN Access Holdings, LLC |
|
Delaware |
| HCN Access Las Vegas I, LLC |
|
Delaware |
| HCN Canadian Holdings LP-1 Ltd. |
|
British Columbia |
| HCN Canadian Holdings-1 LP |
|
Ontario |
| HCN Canadian Investment -1 LP |
|
Ontario |
| HCN Canadian Investment -2 LP |
|
Ontario |
| HCN Canadian Investment-3 LP |
|
Ontario |
| HCN Canadian Leasing Ltd. |
|
British Columbia |
| HCN Canadian Properties, Inc. |
|
New Brunswick |
| HCN Capital Holdings II, LLC |
|
Delaware |
| HCN Capital Holdings, LLC |
|
Delaware |
| HCN Development Services Group, Inc. |
|
Indiana |
| HCN Emerald Holdings, LLC |
|
Delaware |
| HCN FCE Life Sciences, LLC |
|
Delaware |
| HCN Fountains Leasing Ltd. |
|
British Columbia |
| HCN Hancock Leicester Ltd |
|
Island of Guernsey |
| HCN Hancock Loxley Park Ltd |
|
Island of Guernsey |
| HCN Hancock Miramar Ltd |
|
Island of Guernsey |
| HCN Imperial Leasing Ltd. |
|
British Columbia |
| HCN Interra Lake Travis LTACH, LLC |
|
Delaware |
| HCN Investment GP-1 Ltd. |
|
British Columbia |
| HCN Investment GP-2 Ltd. |
|
British Columbia |
| HCN Investment GP-3 Ltd. |
|
British Columbia |
| HCN Investment LP-1 Ltd. |
|
British Columbia |
| HCN Investment LP-2 Ltd. |
|
British Columbia |
| HCN Lake Travis Holdings, LLC |
|
Delaware |
| HCN Lake Travis Property One, LLC |
|
Delaware |
| HCN Lake Travis Property Two, LLC |
|
Delaware |
| HCN Lessee (Pembroke) GP Inc. |
|
British Columbia |
| HCN Lessee (Pembroke) LP |
|
Ontario |
| HCN Lessee (Ross) GP Inc. |
|
British Columbia |
| HCN Lessee (Ross) LP |
|
Ontario |
| HCN Lessee (Stonehaven) GP Inc. |
|
British Columbia |
| HCN Lessee (Stonehaven) LP |
|
Ontario |
| HCN Medicus Holdings, LLC |
|
Delaware |
| HCN Navvis Clarkson Valley, LLC |
|
Delaware |
| HCN Renaissance Leasing Ltd. |
|
British Columbia |
| HCN Rendina Holdings, LLC |
|
Delaware |
| HCN Rendina Merced, LLC |
|
Delaware |
| HCN Ross Leasing Ltd. |
|
British Columbia |
| HCN UK Holdco Limited |
|
Island of Jersey |
| HCN UK Investments Limited |
|
Island of Jersey |
| HCN UK Management Services Limited |
|
United Kingdom |
| HCN-TH Wisconsin I, LLC |
|
Delaware |
| HCN-TH Wisconsin II, LLC |
|
Delaware |
| HCN-TH Wisconsin III, LLC |
|
Delaware |
| HCN-TH Wisconsin IV, LLC |
|
Delaware |
| HCN-TH Wisconsin V, LLC |
|
Delaware |
| HCN-TH Wisconsin VI, LLC |
|
Delaware |
| HCN-TH Wisconsin VII, LLC |
|
Delaware |
| HCN-TH Wisconsin VIII, LLC |
|
Delaware |
| HCRE Solutions, LLC |
|
Delaware |
| HCRI 3400 Old Milton, LLC |
|
Delaware |
| HCRI 5670 Peachtree Dunwoody, LLC |
|
Delaware |
| HCRI 975 Johnson Ferry, LLC |
|
Delaware |
| HCRI Abingdon Holdings, Inc. |
|
North Carolina |
| HCRI Abingdon Properties, LP |
|
North Carolina |
| HCRI Akron Properties, LLC |
|
Delaware |
| HCRI AL U.S. Bonita Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Boulder Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. G.P. Woods Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. GP Woods II Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Huntington Beach Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. La Jolla Subtenant, LLC |
|
Delaware |
9
|
|
|
| HCRI AL U.S. La Palma Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Newtown Square Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Playa Vista Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Sacramento Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. San Gabriel Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Seal Beach Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Studio City Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Wilmington Subtenant, LLC |
|
Delaware |
| HCRI AL U.S. Woodland Hills Subtenant, LLC |
|
Delaware |
| HCRI Allen Medical Facility, LLC |
|
Delaware |
| HCRI Ancillary TRS, Inc. |
|
Delaware |
| HCRI Asheboro Holdings, Inc. |
|
North Carolina |
| HCRI Asheboro Properties, LP |
|
North Carolina |
| HCRI Beachwood, Inc. |
|
Ohio |
| HCRI Boardman Properties, LLC |
|
Delaware |
| HCRI Braintree Subtenant, LLC |
|
Delaware |
| HCRI Broadview, Inc. |
|
Ohio |
| HCRI Burlington Manor Holdings, Inc. |
|
North Carolina |
| HCRI Burlington Manor Properties, LP |
|
North Carolina |
| HCRI Carmel Building A Medical Facility, LLC |
|
Delaware |
| HCRI Carmel Building B Medical Facility, LLC |
|
Delaware |
| HCRI Cold Spring Properties, LLC |
|
Delaware |
| HCRI Concord Place Holdings, Inc. |
|
North Carolina |
| HCRI Concord Place Properties, LP |
|
North Carolina |
| HCRI Connecticut Avenue Subtenant, LLC |
|
Delaware |
| HCRI Crestwood Subtenant, LLC |
|
Delaware |
| HCRI Cumberland Properties, LLC |
|
Delaware |
| HCRI Dallas Medical Facility, LLC |
|
Delaware |
| HCRI Dayton Place – Denver Properties, LLC |
|
Delaware |
| HCRI Deerfield Beach Medical Facility, LLC |
|
Delaware |
| HCRI Draper Place Properties Trust |
|
Massachusetts |
| HCRI Drum Hill Properties, LLC |
|
Delaware |
| HCRI Eden Holdings, Inc. |
|
North Carolina |
| HCRI Eden Properties, LP |
|
North Carolina |
| HCRI Edison Subtenant, LLC |
|
Delaware |
| HCRI Emerald Holdings II, LLC |
|
Delaware |
| HCRI Emerald Holdings, LLC |
|
Delaware |
| HCRI Exchange Management I, LLC |
|
Delaware |
| HCRI Exchange Properties I, LLC |
|
Delaware |
| HCRI Fairfax Subtenant, LLC |
|
Delaware |
| HCRI Fairmont Properties, LLC |
|
Delaware |
| HCRI Financial Services, LLC |
|
Delaware |
| HCRI Financing, Inc. |
|
Delaware |
| HCRI Fore River Medical Facility, LLC |
|
Delaware |
| HCRI Fort Bend Clinic, LLC |
|
Delaware |
| HCRI Fort Wayne Medical Facility, LLC |
|
Delaware |
| HCRI Fox Hill (HCU) Subtenant, LLC |
|
Delaware |
| HCRI Fullerton Subtenant, LLC |
|
Delaware |
| HCRI Gardner Park TRS, LLC |
|
Delaware |
| HCRI Gaston Manor Holdings, Inc. |
|
North Carolina |
| HCRI Gaston Manor Properties, LP |
|
North Carolina |
| HCRI Henderson Subtenant, LLC |
|
Delaware |
| HCRI Hermosa Beach TRS, LLC |
|
Delaware |
| HCRI High Point Manor Holdings, Inc. |
|
North Carolina |
| HCRI High Point Manor Properties, LP |
|
North Carolina |
| HCRI Holdings Trust |
|
Massachusetts |
| HCRI Hunters Glen Properties, LLC |
|
Delaware |
| HCRI Illinois Properties II, LLC |
|
Delaware |
| HCRI Illinois Properties, LLC |
|
Delaware |
| HCRI Indiana Properties, Inc. |
|
Delaware |
| HCRI Indiana Properties, LLC |
|
Indiana |
| HCRI Investments, Inc. |
|
Delaware |
| HCRI Kansas Properties, LLC |
|
Delaware |
| HCRI Karrington TRS, LLC |
|
Delaware |
| HCRI Kentucky Properties, LLC |
|
Kentucky |
| HCRI Kirkland Properties, LLC |
|
Delaware |
| HCRI Leominster TRS, LLC |
|
Delaware |
| HCRI Limited Holdings, Inc. |
|
Delaware |
| HCRI Logistics, Inc. |
|
Delaware |
| HCRI Louisiana Properties, L.P. |
|
Delaware |
| HCRI Marina Place Properties Trust |
|
Massachusetts |
| HCRI Massachusetts Properties Trust |
|
Massachusetts |
10
|
|
|
| HCRI Massachusetts Properties Trust II |
|
Massachusetts |
| HCRI Massachusetts Properties, Inc. |
|
Delaware |
| HCRI McLean TRS, LLC |
|
Delaware |
| HCRI Merrillville Medical Facility, LLC |
|
Delaware |
| HCRI Missouri Properties, LLC |
|
Delaware |
| HCRI Monterey Subtenant, LLC |
|
Delaware |
| HCRI Nassau Bay Medical Facility, LLC |
|
Delaware |
| HCRI Nevada Properties, Inc. |
|
Nevada |
| HCRI New Hampshire Properties, LLC |
|
Delaware |
| HCRI North Carolina Properties I, Inc. |
|
North Carolina |
| HCRI North Carolina Properties II, Inc. |
|
North Carolina |
| HCRI North Carolina Properties III, Limited Partnership |
|
North Carolina |
| HCRI North Carolina Properties, LLC |
|
Delaware |
| HCRI NY-NJ Properties, LLC |
|
Delaware |
| HCRI Pennsylvania Properties Holding Company |
|
Delaware |
| HCRI Pennsylvania Properties, Inc. |
|
Pennsylvania |
| HCRI Plano Medical Facility, LLC |
|
Delaware |
| HCRI Prestonwood Medical Facility, LLC |
|
Delaware |
| HCRI Provider Properties, LLC |
|
Delaware |
| HCRI Raleigh Medical Facility, LLC |
|
Delaware |
| HCRI Red Fox OpCo, LLC |
|
Delaware |
| HCRI Ridgeland Pointe Properties, LLC |
|
Delaware |
| HCRI Rogers Medical Facility, LLC |
|
Delaware |
| HCRI Roswell I Medical Facility, LLC |
|
Delaware |
| HCRI Roswell II Medical Facility, LLC |
|
Delaware |
| HCRI Roswell III Medical Facility, LLC |
|
Delaware |
| HCRI Senior Housing Properties, Inc. |
|
Delaware |
| HCRI Southern Investments I, Inc. |
|
Delaware |
| HCRI Southlake Medical Facility, LLC |
|
Delaware |
| HCRI Statesville Place Holdings I, Inc. |
|
North Carolina |
| HCRI Statesville Place Holdings II, Inc. |
|
North Carolina |
| HCRI Statesville Place Properties I, LP |
|
North Carolina |
| HCRI Statesville Place Properties II, LP |
|
North Carolina |
| HCRI Summit Properties, LLC |
|
Delaware |
| HCRI Sun Development TRS, LLC |
|
Delaware |
| HCRI Sun GP I, LLC |
|
Delaware |
| HCRI Sun I Braintree MA Senior Living, LLC |
|
Delaware |
| HCRI Sun I Fullerton CA Senior Living, LP |
|
Delaware |
| HCRI Sun I Henderson NV Senior Living, LLC |
|
Delaware |
| HCRI Sun III TRS, LLC |
|
Delaware |
| HCRI Tallahassee Medical Facility, LLC |
|
Delaware |
| HCRI Tennessee Properties, Inc. |
|
Delaware |
| HCRI Tennessee Properties, LLC |
|
Delaware |
| HCRI Texas Health Southlake Hospital Medical Facility, LLC |
|
Delaware |
| HCRI Texas Properties, Inc. |
|
Delaware |
| HCRI Texas Properties, Ltd. |
|
Texas |
| HCRI TRS Acquirer II, LLC |
|
Delaware |
| HCRI TRS Acquirer, LLC |
|
Delaware |
| HCRI Tucson Properties, Inc. |
|
Delaware |
| HCRI Van Nuys Medical Facility, LLC |
|
Delaware |
| HCRI Virginia Beach Medical Facility, LLC |
|
Delaware |
| HCRI Webb Gin Subtenant, LLC |
|
Delaware |
| HCRI Weddington Park Holdings, Inc. |
|
North Carolina |
| HCRI Weddington Park Properties, LP |
|
North Carolina |
| HCRI Westgate Medical Facility, LLC |
|
Delaware |
| HCRI Westlake, Inc. |
|
Ohio |
| HCRI Wilburn Gardens Properties, LLC |
|
Delaware |
| HCRI Wisconsin Properties, LLC |
|
Wisconsin |
| HCRIX Houston, LLC |
|
Delaware |
| HCRIX Royal, LLC |
|
Delaware |
| Health Care REIT, Inc. |
|
Delaware |
| Health Resources of Cedar Grove, Inc. |
|
New Jersey |
| Health Resources of Cinnaminson, Inc. |
|
New Jersey |
| Health Resources of Cranbury, L.L.C. |
|
New Jersey |
11
|
|
|
| Health Resources of Cumberland, Inc. |
|
Delaware |
| Health Resources of Eatontown, L.L.C. |
|
New Jersey |
| Health Resources of Emery, L.L.C. |
|
New Jersey |
| Health Resources of Englewood, Inc. |
|
New Jersey |
| Health Resources of Fair Lawn, L.L.C. |
|
New Jersey |
| Health Resources of Gardner, Inc. |
|
Delaware |
| Health Resources of Glastonbury, Inc. |
|
Connecticut |
| Health Resources of Groton, Inc. |
|
Delaware |
| Health Resources of Middletown (RI), Inc. |
|
Delaware |
| Health Resources of Ridgewood, L.L.C. |
|
New Jersey |
| Health Resources of Rockville, Inc. |
|
Delaware |
| Health Resources of South Brunswick, L.L.C. |
|
New Jersey |
| Health Resources of Wallingford, Inc. |
|
Delaware |
| Health Resources of Warwick, Inc. |
|
Delaware |
| Health Resources of West Orange, L.L.C. |
|
New Jersey |
| Healthcare Property Managers of America, LLC |
|
Florida |
| Healthcare Resources Corp. |
|
Pennsylvania |
| Heat Merger Sub, LLC |
|
Delaware |
| Heat OP TRS, Inc. |
|
Delaware |
| HH Florida, LLC |
|
Delaware |
| Highland Healthcare Investors, LLC |
|
Delaware |
| Hilltop Health Care Center, Inc. |
|
Delaware |
| Holly Manor Associates of New Jersey, L.P. |
|
Delaware |
| Horizon Associates, Inc. |
|
West Virginia |
| HRWV Huntington, Inc. |
|
West Virginia |
| Hudson MOB Holdings, Inc. |
|
Delaware |
| Imperial Place Residence Inc. / Residence Place Imperiale Inc. |
|
Quebec |
| Johns Creek GA Senior Living Owner, LLC |
|
Delaware |
| Jupiter Landlord, LLC |
|
Delaware |
| Kaiser Gemini Burgundy, LLC |
|
Oklahoma |
| Kaiser Gemini Woodland, LLC |
|
Oklahoma |
| Karrington of Findlay Ltd. |
|
Ohio |
| Keystone Nursing Home, Inc. |
|
Delaware |
| Killeen Healthcare Investors, LLC |
|
Delaware |
| Knollwood Manor, Inc. |
|
Pennsylvania |
| KSL Landlord, LLC |
|
Delaware |
| Lake Mead Medical Investors Limited Partnership |
|
Florida |
| Laurel Health Resources, Inc. |
|
Delaware |
| Le Wellesley Inc. |
|
Quebec |
| Leawood Tenant, LLC |
|
Delaware |
| Lehigh Nursing Homes, Inc. |
|
Pennsylvania |
| Lenexa Investors II, LLC |
|
Delaware |
| Lenexa Investors, LLC |
|
Delaware |
| Les Belvédères de Lachine Inc. |
|
Canada |
| Les Jardins Laviolette Inc. |
|
Quebec |
| Les Residences-Hôtellerie Harmonie Inc. |
|
Quebec |
| LLUMCM, LLC |
|
Delaware |
| Lombard IL Senior Living Owner, LLC |
|
Delaware |
| Louisville KY Senior Living Owner, LLC |
|
Delaware |
| Mabri Convalescent Center, Inc. |
|
Connecticut |
| Manoir Archer Inc. |
|
Quebec |
| Manoir Bois de Boulogne Inc. |
|
Quebec |
| Manoir et Cours de l’Atrium Inc. |
|
Quebec |
| Manoir Pointe-aux-Trembles Inc. |
|
Quebec |
| Manoir St-Jérôme Inc. |
|
Quebec |
| Markglen, Inc. |
|
West Virginia |
| Marlinton Associates Limited Partnership |
|
West Virginia |
| Marlinton Associates, Inc. |
|
Pennsylvania |
| Marlinton Partnership Holding Company, Inc. |
|
Pennsylvania |
| Master CLPSun III GP, LLC |
|
Delaware |
| Master CLPSun III, LP |
|
Delaware |
| Master HCRI Sun Dev I, LLC |
|
Delaware |
| Master HCRI Sun Manager I, LLC |
|
Delaware |
| Master MetSun GP, LLC |
|
Delaware |
| Master MetSun Three GP, LLC |
|
Delaware |
| Master MetSun Three, LP |
|
Delaware |
| Master MetSun Two GP, LLC |
|
Delaware |
| Master MetSun Two, LP |
|
Delaware |
| Master MetSun, LP |
|
Delaware |
| McCandless PA Senior Living Owner, LLC |
|
Delaware |
| McKerley Health Care Center—Concord Limited Partnership |
|
New Hampshire |
12
|
|
|
| McKerley Health Care Center—Concord, Inc. |
|
New Hampshire |
| McKerley Health Care Centers, Inc. |
|
New Hampshire |
| McKerley Health Facilities |
|
New Hampshire |
| Med Properties Asset Group, L.L.C. |
|
Indiana |
| Medical Real Estate Property Managers of America, LLC |
|
Florida |
| Mercerville Associates of New Jersey, L.P. |
|
Delaware |
| Meridian Edgewood Limited Partnership |
|
Maryland |
| Meridian Health, Inc. |
|
Pennsylvania |
| Meridian Healthcare, Inc. |
|
Pennsylvania |
| Meridian Perring Limited Partnership |
|
Maryland |
| Meridian Valley Limited Partnership |
|
Maryland |
| Meridian Valley View Limited Partnership |
|
Maryland |
| Meridian/Constellation Limited Partnership |
|
Maryland |
| Merrill Gardens Harbor Court, LLC |
|
Washington |
| Merrill Gardens Windsor Manor, LLC |
|
Washington |
| Metairie LA Senior Living Owner, LLC |
|
Delaware |
| Metropolitan Senior Housing, LLC |
|
Delaware |
| Metropolitan/Bellevue Senior Housing, LLC |
|
Delaware |
| Metropolitan/Cohasset Senior Housing, LLC |
|
Delaware |
| Metropolitan/Decatur Senior Housing, LLC |
|
Delaware |
| Metropolitan/Glen Cove Senior Housing, LLC |
|
Delaware |
| Metropolitan/Hunter Mill Senior Housing, LLC |
|
Delaware |
| Metropolitan/Oakland Hills GP, LLC |
|
Delaware |
| Metropolitan/Paramus Senior Housing, LLC |
|
Delaware |
| Metropolitan/Walnut Creek Senior Housing, LLC |
|
Delaware |
| Metropolitan/Wayland Senior Housing, LLC |
|
Delaware |
| Metropolitan/West Essex Senior Housing, LLC |
|
Delaware |
| MetSun Barrington IL Senior Living, LLC |
|
Delaware |
| MetSun Bon Air VA Senior Living, LLC |
|
Delaware |
| MetSun Chandler AZ Senior Living, LLC |
|
Delaware |
| MetSun Cinco Ranch TX Senior Living, LP |
|
Delaware |
| MetSun Fort Worth TX Senior Living, LP |
|
Delaware |
| MetSun GP, LLC |
|
Delaware |
| MetSun Grand Rapids MI Senior Living, LLC |
|
Delaware |
| MetSun Highland SLC UT Senior Living, LLC |
|
Delaware |
| MetSun Jackson NJ Senior Living, LLC |
|
Delaware |
| MetSun Leawood KS Senior Living, LLC |
|
Delaware |
| MetSun Overland Park KS Senior Living, LLC |
|
Delaware |
| MetSun Three Franklin MA Senior Living, LLC |
|
Delaware |
| MetSun Three Kingwood TX Senior Living, LP |
|
Delaware |
| MetSun Three Mundelein IL Senior Living, LLC |
|
Delaware |
| MetSun Three Pool Three GP, LLC |
|
Delaware |
| MetSun Three Pool Three, LLC |
|
Delaware |
| MetSun Three Pool Two GP, LLC |
|
Delaware |
| MetSun Three Pool Two, LLC |
|
Delaware |
| MetSun Three Sabre Springs CA Senior Living, LP |
|
Delaware |
| MetSun Tucson AZ Senior Living, LLC |
|
Delaware |
| MetSun Two Carmel IN Senior Living, LLC |
|
Delaware |
| MetSun Two Carmichael CA Senior Living, LP |
|
Delaware |
| MetSun Two Frisco TX Senior Living, LP |
|
Delaware |
| MetSun Two Jacksonville FL Senior Living, LLC |
|
Delaware |
| MetSun Two Pool Three GP, LLC |
|
Delaware |
| MetSun Two Pool Three, LLC |
|
Delaware |
| MG Landlord, LLC |
|
Delaware |
| MG Tenant, LLC |
|
Delaware |
| MGP 41, LLC |
|
Delaware |
| MGP 42, LLC |
|
Delaware |
| MGP 43, LLC |
|
Delaware |
| MGP 44, LLC |
|
Delaware |
13
|
|
|
| MGP 45, LLC |
|
Delaware |
| MGP 46, LLC |
|
Delaware |
| MGP 47, LLC |
|
Delaware |
| MGP 48, LLC |
|
Delaware |
| MGP 49, LLC |
|
Delaware |
| MGP 50, LLC |
|
Delaware |
| MGP 51, LLC |
|
Delaware |
| MGP 52, LLC |
|
Delaware |
| MGP I, LLC |
|
Washington |
| MGP V, LLC |
|
Washington |
| MGP VI, LLC |
|
Washington |
| MGP X, LLC |
|
Washington |
| MGP XI, LLC |
|
Washington |
| MGP XII, LLC |
|
Washington |
| MGP XIII, LLC |
|
Washington |
| MGP XIV, LLC |
|
Washington |
| MGP XIX, LLC |
|
Washington |
| MGP XL, LLC |
|
Washington |
| MGP XV, LLC |
|
Washington |
| MGP XVI, LLC |
|
Washington |
| MGP XVII, LLC |
|
Washington |
| MGP XXIX, LLC |
|
Washington |
| MGP XXV, LLC |
|
Washington |
| MGP XXXII, LLC |
|
Washington |
| MGP XXXIII, LLC |
|
Washington |
| MGP XXXIX, LLC |
|
Washington |
| MGP XXXVII, LLC |
|
Washington |
| MGP XXXVIII, LLC |
|
Washington |
| Middletown (RI) Associates of Rhode Island, L.P. |
|
Delaware |
| Midland I, LLC |
|
Delaware |
| Midwest 108th & Q, LLC |
|
Delaware |
| Midwest Ames, LLC |
|
Delaware |
| Midwest Miracle Hills, LLC |
|
Delaware |
| Midwest Prestwick, LLC |
|
Delaware |
| Midwest Van Dorn, LLC |
|
Delaware |
| Midwest Village of Columbus, LLC |
|
Delaware |
| Midwest Windermere, LLC |
|
Delaware |
| Midwest Woodbridge, LLC |
|
Delaware |
| Milford ALF, LLC |
|
Delaware |
| Mill Creek Real Estate Partners, LLC |
|
Delaware |
| Millville Meridian Limited Partnership |
|
Maryland |
| Minnetonka Tenant, LLC |
|
Delaware |
| Moline Physicians, LLC |
|
Delaware |
| Montgomery Nursing Homes, Inc. |
|
Pennsylvania |
| Monticello Healthcare Properties, LLC |
|
Delaware |
| Moorestown Physicians, LLC |
|
Delaware |
| Mount Vernon Physicians, LLC |
|
Delaware |
| Mountain View Tenant, LLC |
|
Delaware |
| MSH Operating, LLC |
|
Delaware |
| MSH/Bellevue Operating, LLC |
|
Delaware |
| MSH/Cohasset Operating, LLC |
|
Delaware |
| MSH/Decatur Operating, LLC |
|
Delaware |
| MSH/Glen Cove Operating, LLC |
|
Delaware |
| MSH/Hunter Mill Operating, LLC |
|
Delaware |
| MSH/Malvern Operating, LLC |
|
Delaware |
| MSH/Oakland Hills GP, LLC |
|
Delaware |
| MSH/Oakland Hills Operating, L.P. |
|
California |
| MSH/Paramus Operating, LLC |
|
Delaware |
| MSH/Walnut Creek Operating, LLC |
|
Delaware |
| MSH/Wayland Operating, LLC |
|
Delaware |
| MSH/West Essex Operating, LLC |
|
Delaware |
| MSH/Whitemarsh Operating, LLC |
|
Delaware |
| Murrieta Healthcare Investors, LLC |
|
Delaware |
| Murrieta Healthcare Properties, LLC |
|
Delaware |
| Newtown Square Senior Living, L.L.C. |
|
Delaware |
| NNA Akron Property, LLC |
|
Delaware |
| North Cape Convalescent Center Associates, L.P. |
|
Pennsylvania |
| North Pointe Tenant, LLC |
|
Delaware |
| Northwest Total Care Center Associates L.P. |
|
New Jersey |
| Nursing and Retirement Center of the Andovers, Inc. |
|
Massachusetts |
| One Veronica Drive Danvers LLC |
|
Delaware |
| Overland Park Tenant, LLC |
|
Delaware |
| Paramount Real Estate Services, Inc. |
|
Delaware |
| Parthenon Property Holdings, LLC |
|
Delaware |
| Pendleton Physicians, LLC |
|
Delaware |
| Petoskey I, LLC |
|
Delaware |
| Petoskey II, LLC |
|
Delaware |
| Philadelphia Avenue Associates |
|
Pennsylvania |
| Philadelphia Avenue Corporation |
|
Pennsylvania |
14
|
|
|
| Pleasant View Retirement Limited Liability Company |
|
Delaware |
| Plymouth I, LLC |
|
Delaware |
| Pompton Associates, L.P. |
|
New Jersey |
| Pompton Care, L.L.C. |
|
New Jersey |
| Prescott Nursing Home, Inc. |
|
Massachusetts |
| Providence Health Care, Inc. |
|
Delaware |
| PVL Landlord—BC, LLC |
|
Delaware |
| PVL Landlord—Hattiesburg, LLC |
|
Delaware |
| PVL Landlord—STL Hills, LLC |
|
Delaware |
| Raleigh Manor Limited Partnership |
|
West Virginia |
| Redmond Partners, LLC |
|
Delaware |
| Residence l’Ermitage Inc. |
|
Quebec |
| Residence Notre-Dame (Victoriaville) Inc. |
|
Quebec |
| Rest Haven Nursing Home, Inc. |
|
West Virginia |
| Ridgmar Tenant, LLC |
|
Delaware |
| River Street Associates |
|
Pennsylvania |
| Rose View Manor, Inc. |
|
Pennsylvania |
| Ross Place Retirement Residence Inc. / Residence pour retraites Ross Place Inc. |
|
British Columbia |
| Roswell Tenant, LLC |
|
Delaware |
| RVNR, Inc. |
|
Delaware |
| S&R Property SPE, LLC |
|
Delaware |
| Santa Monica AL, LLC |
|
Delaware |
| Santa Monica Assisted Living Owner, LLC |
|
Delaware |
| Santa Monica GP, LLC |
|
Delaware |
| Sarah Brayton General Partnership |
|
Massachusetts |
| Schuylkill Nursing Homes, Inc. |
|
Pennsylvania |
| Senior Living Mezz B, LLC |
|
Delaware |
| Senior Living Mezz C, LLC |
|
Delaware |
| Senior Living Mezz D, LLC |
|
Delaware |
| Senior Living Mezz E, LLC |
|
Delaware |
| Senior Living Ventures, Inc. |
|
Pennsylvania |
| Senior Star Investments I, LLC |
|
Delaware |
| Senior Star Investments Kenwood, LLC |
|
Delaware |
| Senior Star Kenwood Holdco, LLC |
|
Delaware |
| Senior Star Tenant Kenwood, LLC |
|
Delaware |
| Senior Star Tenant, LLC |
|
Delaware |
| Shawnee Mission Investors, LLC |
|
Delaware |
| SHP-ARC II, LLC |
|
Delaware |
| Signature at Loxley Park (Property) Limited |
|
United Kingdom |
| Signature at the Miramar (Property) Limited |
|
United Kingdom |
| Silverado Senior Living Alhambra, Inc. |
|
California |
| Silverado Senior Living Azusa, Inc. |
|
California |
| Silverado Senior Living Costa Mesa, Inc. |
|
California |
| Silverado Senior Living Dallas, Inc. |
|
Delaware |
| Silverado Senior Living Encinitas, Inc. |
|
California |
| Silverado Senior Living Escondido, Inc. |
|
California |
| Silverado Senior Living Houston, Inc. |
|
Delaware |
| Silverado Senior Living Las Colinas, Inc. |
|
Delaware |
| Silverado Senior Living Los Angeles, Inc. |
|
California |
| Silverado Senior Living of Cypresswood, Inc. |
|
Delaware |
| Silverado Senior Living of Kingwood, Inc. |
|
Delaware |
| Silverado Senior Living of Sugarland, Inc. |
|
Delaware |
| Silverado Senior Living of Woodlands, Inc. |
|
Delaware |
| Silverado Senior Living Redondo Beach, Inc. |
|
California |
| Silverado Senior Living Salt Lake City, Inc. |
|
Delaware |
| Silverado Senior Living San Juan Capistrano, Inc. |
|
California |
| Silverado Senior Living Scottsdale, Inc. |
|
Delaware |
| Silverado Senior Living Turtle Creek, Inc. |
|
Delaware |
| Silverado Senior Living Tustin, Inc. |
|
California |
| Silverado Senior Living, Inc. |
|
California |
| Simi Valley CA Senior Living Owner, LLC |
|
Delaware |
| Solomont Family Fall River Venture, Inc. |
|
Massachusetts |
| Somerset Ridge General Partnership |
|
Massachusetts |
| South Valley Medical Building L.L.C. |
|
Minnesota |
| South Valley Venture, LLC |
|
Minnesota |
| Southern Ocean GP, LLC |
|
New Jersey |
15
|
|
|
| SR-73 and Lakeside Ave LLC |
|
Delaware |
| SSL Aspen Park SPE, LLC |
|
Delaware |
| SSL Landlord, LLC |
|
Delaware |
| SSL Sponsor, LLC |
|
Delaware |
| SSL Tenant, LLC |
|
Delaware |
| St. Joseph Physicians, LLC |
|
Delaware |
| Stafford Associates of N.J., L.P. |
|
New Jersey |
| Stafford Convalescent Center, Inc. |
|
Delaware |
| Stafford Medical Office Pavilion, LLC |
|
Delaware |
| Subtenant 10225 Cypresswood Drive, LLC |
|
Delaware |
| Subtenant 1118 N. Stoneman Avenue, LLC |
|
Delaware |
| Subtenant 1221 Seventh Street, LLC |
|
Delaware |
| Subtenant 125 W. Sierra Madre Avenue, LLC |
|
Delaware |
| Subtenant 1301 Ralston Avenue, LLC |
|
Delaware |
| Subtenant 1430 East 4500 South, LLC |
|
Delaware |
| Subtenant 1500 Borden Road, LLC |
|
Delaware |
| Subtenant 22955 Eastex Freeway, LLC |
|
Delaware |
| Subtenant 240 E. Third Street, LLC |
|
Delaware |
| Subtenant 30311 Camino Capistrano, LLC |
|
Delaware |
| Subtenant 330 North Hayworth Avenue, LLC |
|
Delaware |
| Subtenant 335 Saxony Road, LLC |
|
Delaware |
| Subtenant 350 W. Bay Street, LLC |
|
Delaware |
| Subtenant 3611 Dickason Avenue, LLC |
|
Delaware |
| Subtenant 514 N. Prospect Avenue, LLC |
|
Delaware |
| Subtenant 5521 Village Creek Drive, LLC |
|
Delaware |
| Subtenant 7950 Baybranch Drive, LLC |
|
Delaware |
| Subtenant 8855 West Valley Ranch Parkway, LLC |
|
Delaware |
| Subtenant 9410 E. Thunderbird, LLC |
|
Delaware |
| Sun City West Tenant, LLC |
|
Delaware |
| Sun IV LLC |
|
Delaware |
| Sunrise at Frognal House Limited |
|
Island of Jersey |
| Sunrise at Gardner Park Limited Partnership |
|
Massachusetts |
| Sunrise Basking Ridge Assisted Living, L.L.C. |
|
New Jersey |
| Sunrise Beach Cities Assisted Living, L.P. |
|
California |
| Sunrise Belmont Assisted Living, L.L.C. |
|
California |
| Sunrise Bethesda (SL-AU), LLC |
|
Delaware |
| Sunrise Bethesda (SL-HCU), LLC |
|
Delaware |
| Sunrise Bloomfield South MI Senior Living, LLC |
|
Delaware |
| Sunrise Burlington Senior Living, LLC |
|
Delaware |
| Sunrise Chesterfield Assisted Living, L.L.C. |
|
Missouri |
| Sunrise Connecticut Avenue Assisted Living Owner, L.L.C. |
|
Virginia |
| Sunrise Edison Owner, LLC |
|
Delaware |
| Sunrise Fairfax Assisted Living, L.L.C. |
|
Virginia |
| Sunrise First Euro Holdings (Jersey) Limited |
|
Island of Jersey |
| Sunrise First Euro Properties GP Limited |
|
Island of Jersey |
| Sunrise First Euro Properties LP |
|
Island of Jersey |
| Sunrise Flossmoor Assisted Living, L.L.C. |
|
Illinois |
| Sunrise Gahanna Assisted Living, L.L.C. |
|
Ohio |
| Sunrise Gardner Park GP, Inc. |
|
Massachusetts |
| Sunrise HBLR, LLC |
|
Delaware |
| Sunrise Highland Park Senior Living, L.L.C. |
|
Illinois |
| Sunrise Home Help Banstead Limited |
|
United Kingdom |
| Sunrise Home Help Bassett Limited |
|
United Kingdom |
| Sunrise Home Help Beaconsfield Limited |
|
United Kingdom |
| Sunrise Home Help Bramhall II Limited |
|
United Kingdom |
| Sunrise Home Help Cardiff Limited |
|
United Kingdom |
| Sunrise Home Help Chorleywood Limited |
|
United Kingdom |
| Sunrise Home Help Eastbourne Limited |
|
United Kingdom |
| Sunrise Home Help Edgbaston Limited |
|
United Kingdom |
16
|
|
|
| Sunrise Home Help Elstree Limited |
|
United Kingdom |
| Sunrise Home Help Esher Limited |
|
United Kingdom |
| Sunrise Home Help Fleet Limited |
|
United Kingdom |
| Sunrise Home Help Guildford Limited |
|
United Kingdom |
| Sunrise Home Help Mobberley Limited |
|
United Kingdom |
| Sunrise Home Help Purley Limited |
|
United Kingdom |
| Sunrise Home Help Services Limited |
|
United Kingdom |
| Sunrise Home Help Services V.W Limited |
|
United Kingdom |
| Sunrise Home Help Solihull Limited |
|
United Kingdom |
| Sunrise Home Help Sonning Limited |
|
United Kingdom |
| Sunrise Home Help Southbourne Limited |
|
United Kingdom |
| Sunrise Home Help Tettenhall Limited |
|
United Kingdom |
| Sunrise Home Help Westbourne Limited |
|
United Kingdom |
| Sunrise Home Help Weybridge Limited |
|
United Kingdom |
| Sunrise Jersey Holdings II Limited |
|
Island of Jersey |
| Sunrise Jersey Holdings III Limited |
|
Island of Jersey |
| Sunrise Jersey Holdings IV Limited |
|
Island of Jersey |
| Sunrise Johns Creek GA Senior Living, LLC |
|
Georgia |
| Sunrise Kennebunk ME Senior Living, LLC |
|
Delaware |
| Sunrise Lafayette Hills Assisted Living, L.P. |
|
Delaware |
| Sunrise Lafayette Hills Senior Living GP, LLC |
|
Delaware |
| Sunrise Louisville KY Senior Living, LLC |
|
Kentucky |
| Sunrise Lower Makefield PA Senior Living, LP |
|
Delaware |
| Sunrise Lynnfield Senior Living, LLC |
|
Delaware |
| Sunrise Marlboro Assisted Living, L.L.C. |
|
New Jersey |
| Sunrise Mezz A, LLC |
|
Delaware |
| Sunrise Mezz B, LLC |
|
Delaware |
| Sunrise Mezz C, LLC |
|
Delaware |
| Sunrise Mezz D, LLC |
|
Delaware |
| Sunrise Mezz E, LLC |
|
Delaware |
| Sunrise Monterey GP, LLC |
|
Delaware |
| Sunrise Monterey Senior Living, LP |
|
Delaware |
| Sunrise Monterey, LLC |
|
Delaware |
| Sunrise North Naperville Assisted Living, L.L.C. |
|
Illinois |
| Sunrise NY Tenant, LLC |
|
Delaware |
| Sunrise Oakland Assisted Living Limited Partnership |
|
California |
| Sunrise of Bagshot II Limited |
|
Island of Jersey |
| Sunrise of Banstead Limited |
|
Island of Jersey |
| Sunrise of Bassett Limited |
|
Island of Jersey |
| Sunrise of Beaconsfield GP Inc. |
|
New Brunswick |
| Sunrise of Beaconsfield Limited |
|
Island of Jersey |
| Sunrise of Beaconsfield, LP |
|
Ontario |
| Sunrise of Blainville GP Inc. |
|
New Brunswick |
| Sunrise of Blainville, LP |
|
Ontario |
| Sunrise of Bramhall II Limited |
|
Island of Jersey |
| Sunrise of Cardiff Limited |
|
Island of Jersey |
| Sunrise of Chorleywood Limited |
|
Island of Jersey |
| Sunrise of Dollard des Ormeaux GP, Inc. |
|
New Brunswick |
| Sunrise of Dollard des Ormeaux, LP |
|
Ontario |
| Sunrise of Eastbourne Limited |
|
Island of Jersey |
| Sunrise of Edgbaston Limited |
|
Island of Jersey |
| Sunrise of Elstree Limited |
|
Island of Jersey |
| Sunrise of Esher Limited |
|
Island of Jersey |
| Sunrise of Fleet Limited |
|
Island of Jersey |
| Sunrise of Guildford Limited |
|
Island of Jersey |
| Sunrise of Hale Barns Limited |
|
Island of Jersey |
| Sunrise of Knowle Limited |
|
Island of Jersey |
17
|
|
|
| Sunrise of Mobberley Limited |
|
Island of Jersey |
| Sunrise of Purley Limited |
|
Island of Jersey |
| Sunrise of Sevenoaks Limited |
|
Island of Jersey |
| Sunrise of Solihull Limited |
|
Island of Jersey |
| Sunrise of Sonning Limited |
|
Island of Jersey |
| Sunrise of Southbourne Limited |
|
Island of Jersey |
| Sunrise of Tettenhall Limited |
|
Island of Jersey |
| Sunrise of Virginia Water Limited |
|
Island of Jersey |
| Sunrise of Westbourne Limited |
|
Island of Jersey |
| Sunrise of Weybridge Limited |
|
Island of Jersey |
| Sunrise of Winchester Limited |
|
Island of Jersey |
| Sunrise Operations Bagshot II Limited |
|
United Kingdom |
| Sunrise Operations Banstead Limited |
|
United Kingdom |
| Sunrise Operations Bassett Limited |
|
United Kingdom |
| Sunrise Operations Beaconsfield Limited |
|
United Kingdom |
| Sunrise Operations Bramhall II Limited |
|
United Kingdom |
| Sunrise Operations Cardiff Limited |
|
United Kingdom |
| Sunrise Operations Chorleywood Limited |
|
United Kingdom |
| Sunrise Operations Eastbourne Limited |
|
United Kingdom |
| Sunrise Operations Edgbaston Limited |
|
United Kingdom |
| Sunrise Operations Elstree Limited |
|
United Kingdom |
| Sunrise Operations Esher Limited |
|
United Kingdom |
| Sunrise Operations Fleet Limited |
|
United Kingdom |
| Sunrise Operations Guildford Limited |
|
United Kingdom |
| Sunrise Operations Hale Barns Limited |
|
United Kingdom |
| Sunrise Operations Knowle Limited |
|
United Kingdom |
| Sunrise Operations Mobberley Limited |
|
United Kingdom |
| Sunrise Operations Purley Limited |
|
United Kingdom |
| Sunrise Operations Sevenoaks Limited |
|
United Kingdom |
| Sunrise Operations Solihull Limited |
|
United Kingdom |
| Sunrise Operations Sonning Limited |
|
United Kingdom |
| Sunrise Operations Southbourne Ltd. |
|
United Kingdom |
| Sunrise Operations Tettenhall Ltd. |
|
United Kingdom |
| Sunrise Operations UK Limited |
|
United Kingdom |
| Sunrise Operations V.W. Limited |
|
United Kingdom |
| Sunrise Operations Westbourne Limited |
|
United Kingdom |
| Sunrise Operations Weybridge Limited |
|
United Kingdom |
| Sunrise Operations Winchester Limited |
|
United Kingdom |
| Sunrise Paoli Assisted Living, L.P. |
|
Pennsylvania |
| Sunrise Paoli Senior Living GP, LLC |
|
Delaware |
| Sunrise Pasadena CA Senior Living, LLC |
|
California |
| Sunrise Randolph Senior Living, L.L.C. |
|
Delaware |
| Sunrise Senior Living International Limited Partnership |
|
Island of Jersey |
| Sunrise Senior Living Investments, LLC |
|
Virginia |
| Sunrise Senior Living Jersey LTD |
|
Island of Jersey |
| Sunrise Third (Pool I) GP, LLC |
|
Delaware |
| Sunrise Third (Pool I), LLC |
|
Delaware |
| Sunrise Third (Pool I), LP |
|
California |
| Sunrise Third (Pool II), LLC |
|
Delaware |
| Sunrise Third (Pool III) GP, LLC |
|
Delaware |
| Sunrise Third (Pool III), LLC |
|
Delaware |
| Sunrise Third (Pool III), LP |
|
California |
| Sunrise Third (Pool IV) GP, LLC |
|
Delaware |
| Sunrise Third (Pool IV), LLC |
|
Delaware |
| Sunrise Third (Pool IV), LP |
|
California |
| Sunrise Third (Pool V), LLC |
|
Delaware |
| Sunrise Third Alta Loma SL, LP |
|
California |
| Sunrise Third Claremont SL, LP |
|
California |
18
|
|
|
| Sunrise Third Crystal Lake SL, LLC |
|
Illinois |
| Sunrise Third Dix Hills SL, LLC |
|
New York |
| Sunrise Third East Setauket SL, LLC |
|
New York |
| Sunrise Third Edgewater SL, LLC |
|
New Jersey |
| Sunrise Third Gurnee SL, LLC |
|
Illinois |
| Sunrise Third Holbrook SL, LLC |
|
New York |
| Sunrise Third Lincroft SL, LLC |
|
New Jersey |
| Sunrise Third Plainview SL, LLC |
|
New York |
| Sunrise Third Roseville SL, LLC |
|
Minnesota |
| Sunrise Third Schaumburg SL, LLC |
|
Illinois |
| Sunrise Third Senior Living Holdings, LLC |
|
Delaware |
| Sunrise Third Tustin SL, LP |
|
California |
| Sunrise Third University Park SL, LLC |
|
Colorado |
| Sunrise Third West Babylon SL, LLC |
|
New York |
| Sunrise Third West Bloomfield SL, LLC |
|
Michigan |
| Sunrise Village House LLC |
|
Maryland |
| Sunrise Wake County NC Senior Living, LLC |
|
North Carolina |
| Sunrise Webb Gin GA Senior Living, LLC |
|
Delaware |
| Sunrise Webster House GP, LLC |
|
Delaware |
| Sunrise Webster House, LP |
|
Delaware |
| Sunrise Weston Assisted Living, Limited Partnership |
|
Massachusetts |
| Sunrise Yonkers SL, LLC |
|
New York |
| Sunrise Yonkers/Upper St. Clair Holdings, LLC |
|
Delaware |
| Sunrise/Inova McLean Assisted Living, L.L.C. |
|
Virginia |
| Sunvest Upper St. Clair MTE, LLC |
|
Delaware |
| SV Yonkers, LLC |
|
Delaware |
| SZR Beaconsfield, Inc. |
|
New Brunswick |
| SZR Blainville, Inc. |
|
New Brunswick |
| SZR Dollard des Ormeaux, Inc. |
|
New Brunswick |
| Tacoma Healthcare Investors, LLC |
|
Delaware |
| Tanglewood Tenant, LLC |
|
Delaware |
| Teays Valley Haven Limited Partnership |
|
West Virginia |
| The Apple Valley Limited Partnership |
|
Massachusetts |
| The Apple Valley Partnership Holding Company, Inc. |
|
Pennsylvania |
| The House of Campbell, Inc. |
|
West Virginia |
| The Multicare Companies, Inc. |
|
Delaware |
| The Renaissance Resort Retirement Living Inc. / Complexe de Residence Renaissance Inc. |
|
Canada |
| The Sarah Brayton Partnership Holding Company, Inc. |
|
Delaware |
| The Somerset Partnership Holding Company |
|
Massachusetts |
| The Straus Group—Hopkins House, L.P. |
|
New Jersey |
| The Straus Group—Old Bridge, L.P. |
|
New Jersey |
| The Straus Group—Quakertown Manor, L.P. |
|
New Jersey |
| The Straus Group—Ridgewood, L.P. |
|
New Jersey |
| TV Arlington Tenant, LLC |
|
Delaware |
| Upper St. Clair Senior Living, L.L.C. |
|
Delaware |
| V.W. Properties Limited |
|
Island of Jersey |
| Ventana Canyon Tenant, LLC |
|
Delaware |
| Villa Chicoutimi Inc. |
|
Quebec |
| Villa De L’Estrie Inc. |
|
Quebec |
| Villa du Saguenay Inc. |
|
Quebec |
| Villa Jonquière Inc. |
|
Quebec |
| Villa Rive-Sud Inc. |
|
Quebec |
| Villas Realty & Investments, Inc. |
|
Pennsylvania |
| Voorhees Healthcare Properties, LLC |
|
Delaware |
| Voorhees Physicians, LLC |
|
Delaware |
| Wake County NC Senior Living Owner, LLC |
|
North Carolina |
| Waldorf Property, LLC |
|
Maryland |
| Wallingford Associates of Connecticut, L.P. |
|
Delaware |
| Warrior LP Holdco, LLC |
|
Delaware |
| Warwick Associates of Rhode Island, L.P. |
|
Delaware |
| Waterstone I, LLC |
|
Delaware |
| West Boynton Investors, LLLP |
|
Florida |
| Westford Nursing and Retirement Center Limited Partnership |
|
Massachusetts |
| Westford Nursing and Retirement Center, Inc. |
|
Massachusetts |
| Westminster Junction Venture, LLC |
|
Minnesota |
| White Lake I, LLC |
|
Delaware |
19
|
|
|
| White Oak Assisted Living L.L.C. |
|
Delaware |
| Willow Manor Nursing Home, Inc. |
|
Massachusetts |
| Wilmington Assisted Living, L.L.C. |
|
Delaware |
| Windrose 310 Properties, L.L.C. |
|
Tennessee |
| Windrose 4475 Sierra Properties, L.L.C. |
|
Delaware |
| Windrose Aberdeen I Properties, L.L.C. |
|
Florida |
| Windrose Aberdeen II Properties, L.L.C. |
|
Delaware |
| Windrose Atrium Properties, L.L.C. |
|
Delaware |
| Windrose AWPC II Properties, LLC |
|
Delaware |
| Windrose AZ-Tempe Properties, LLC |
|
Delaware |
| Windrose Bartlett Properties, LLC |
|
Delaware |
| Windrose Bethesda Properties, LLC |
|
Delaware |
| Windrose Biltmore Properties, L.L.C. |
|
Virginia |
| Windrose Central Medical II Properties, L.L.C. |
|
Virginia |
| Windrose Central Medical III Properties, L.L.C. |
|
Virginia |
| Windrose Central Medical Properties, L.L.C. |
|
Delaware |
| Windrose Claremore Properties, LLC |
|
Delaware |
| Windrose Congress I Properties, L.P. |
|
Delaware |
| Windrose Congress II Properties, L.P. |
|
Delaware |
| Windrose Coral Springs Properties, L.L.C. |
|
Virginia |
| Windrose Cottonwood Properties, LLC |
|
Delaware |
| Windrose Denton Properties, LLC |
|
Delaware |
| Windrose Desert Springs Properties, L.P. |
|
Delaware |
| Windrose East Valley Properties, LLC |
|
Delaware |
| Windrose East West Properties, L.L.C. |
|
Virginia |
| Windrose Fayetteville Properties, L.L.C. |
|
Delaware |
| Windrose Frisco I Properties, LLC |
|
Delaware |
| Windrose Frisco II Properties, LLC |
|
Delaware |
| Windrose Glendale Properties, LLC |
|
Delaware |
| Windrose Gwinnett I Properties, L.L.C. |
|
Virginia |
| Windrose Lafayette Properties, L.L.C. |
|
Delaware |
| Windrose Lake Mead Properties, L.L.C. |
|
Virginia |
| Windrose Lakewood Properties, L.L.C. |
|
Virginia |
| Windrose Las Vegas Properties, LLC |
|
Delaware |
| Windrose Los Alamitos Properties, LLC |
|
Delaware |
| Windrose Los Gatos Properties, L.L.C. |
|
Virginia |
| Windrose Medical Properties Management, L.L.C. |
|
Virginia |
| Windrose Medical Properties, L.P. |
|
Virginia |
| Windrose Mount Vernon Properties, L.L.C. |
|
Virginia |
| Windrose Niagara Falls Properties, LLC |
|
Delaware |
| Windrose Northside Properties, Ltd. |
|
Florida |
| Windrose Northwest Professional Plaza Properties, LLC |
|
Delaware |
| Windrose Okatie I Properties, LLC |
|
Delaware |
| Windrose Orange Centre Properties, LLC |
|
Delaware |
| Windrose Orange Properties, L.L.C. |
|
Delaware |
| Windrose Palm Court Properties, L.L.C. |
|
Virginia |
| Windrose Palmer Properties, LLC |
|
Delaware |
| Windrose Palms West III Properties, Ltd. |
|
Florida |
| Windrose Palms West IV Properties, Ltd. |
|
Florida |
| Windrose Palms West V Properties, Ltd. |
|
Florida |
| Windrose Park Medical Properties, L.L.C. |
|
Virginia |
| Windrose Partell Medical Center, L.L.C. |
|
Virginia |
| Windrose Physicians Plaza Properties, LLC |
|
Delaware |
| Windrose Princeton Properties, L.L.C. |
|
Delaware |
| Windrose Santa Anita Properties, L.L.C. |
|
Delaware |
| Windrose Sierra Properties, Ltd. |
|
Florida |
| Windrose Southlake Properties, LLC |
|
Delaware |
| Windrose Southpointe Properties, L.L.C. |
|
Delaware |
20
|
|
|
| Windrose Southside Properties, Ltd. |
|
Florida |
| Windrose SPE Mount Vernon Properties, Inc. |
|
Georgia |
| Windrose St. Louis I Properties, LLC |
|
Delaware |
| Windrose St. Mary’s Medical Professional Building, L.L.C. |
|
Virginia |
| Windrose Trussville Properties, L.L.C. |
|
Delaware |
| Windrose TSM I Properties, LLC |
|
Delaware |
| Windrose Tucson Properties, LLC |
|
Delaware |
| Windrose Tulsa Properties, L.L.C. |
|
Delaware |
| Windrose Webster Properties, L.P. |
|
Delaware |
| Windrose Wellington Properties, LLC |
|
Delaware |
| Windrose Wellington Properties, Ltd. |
|
Florida |
| Windrose West Boca Properties, Ltd. |
|
Florida |
| Windrose West Seneca Properties, LLC |
|
Delaware |
| Windrose West Tower Properties, Ltd. |
|
Florida |
| Windrose Winn Way Properties, L.L.C. |
|
Virginia |
| Windrose WPC Jupiter Properties, LLC |
|
Delaware |
| Windrose WPC Properties, L.P. |
|
Delaware |
| Windrose Yorkville Properties, L.L.C. |
|
Virginia |
| WMP AWPC II Management, LLC |
|
Delaware |
| WMP Bethesda Management, LLC |
|
Delaware |
| WMP Boynton Beach Management, LLC |
|
Delaware |
| WMP Cottonwood Management, LLC |
|
Delaware |
| WMP East Valley Management, LLC |
|
Delaware |
| WMP Niagara Falls Management, LLC |
|
Delaware |
| WMP Northwest Professional Plaza Management, LLC |
|
Delaware |
| WMP Physicians Plaza Management, LLC |
|
Delaware |
| WMP Southlake Management, LLC |
|
Delaware |
| WMP TSM I Management, LLC |
|
Delaware |
| WMP Wellington Management, LLC |
|
Delaware |
| WMP West Seneca Management, LLC |
|
Delaware |
| WMPT Aberdeen I Management, L.L.C. |
|
Delaware |
| WMPT Aberdeen II Management, L.L.C. |
|
Delaware |
| WMPT Atrium Management, L.L.C. |
|
Delaware |
| WMPT AZ-Tempe Management, LLC |
|
Delaware |
| WMPT Bartlett Management, LLC |
|
Delaware |
| WMPT Bellaire HP Properties, L.L.C. |
|
Virginia |
| WMPT Bellaire HP, L.P. |
|
Virginia |
| WMPT Bellaire L.P. |
|
Virginia |
| WMPT Bellaire POB Properties, L.L.C. |
|
Virginia |
| WMPT Bellaire POB, L.P. |
|
Virginia |
| WMPT Bellaire Properties, L.L.C. |
|
Virginia |
| WMPT Boynton West Management, LLC |
|
Delaware |
| WMPT Claremore Management, LLC |
|
Delaware |
| WMPT Columbia Management, L.L.C. |
|
Delaware |
| WMPT Congress I Management, L.L.C. |
|
Delaware |
| WMPT Congress II Management, L.L.C. |
|
Delaware |
| WMPT Denton Management, LLC |
|
Delaware |
| WMPT Desert Springs Management, L.L.C. |
|
Delaware |
| WMPT Frisco I Management, LLC |
|
Delaware |
| WMPT Frisco II Management, LLC |
|
Delaware |
| WMPT Glendale Management, LLC |
|
Delaware |
| WMPT Gwinnett II Properties, L.L.C. |
|
Delaware |
| WMPT Lafayette Management, L.L.C. |
|
Delaware |
| WMPT Las Vegas Management, LLC |
|
Delaware |
| WMPT Los Alamitos Management, LLC |
|
Delaware |
| WMPT Northside Management, L.L.C. |
|
Delaware |
| WMPT Okatie I Management, LLC |
|
Delaware |
| WMPT Orange Centre Management, LLC |
|
Delaware |
| WMPT Palmer Management, LLC |
|
Delaware |
| WMPT Palms West III Management, L.L.C. |
|
Delaware |
21
|
|
|
| WMPT Palms West IV Management, L.L.C. |
|
Delaware |
| WMPT Palms West V Management, L.L.C. |
|
Delaware |
| WMPT Pearland II Properties, L.L.C. |
|
Virginia |
| WMPT Pearland II, L.P. |
|
Virginia |
| WMPT Pearland Properties, L.L.C. |
|
Virginia |
| WMPT Pearland, L.P. |
|
Virginia |
| WMPT Princeton Management, L.L.C. |
|
Delaware |
| WMPT Sacramento Properties, L.L.C. |
|
Virginia |
| WMPT Sacramento, L.P. |
|
Virginia |
| WMPT Santa Anita Management, L.L.C. |
|
Delaware |
| WMPT Sierra Management, L.L.C. |
|
Delaware |
| WMPT Southpointe Management, L.L.C. |
|
Delaware |
| WMPT Southside Management, L.L.C. |
|
Delaware |
| WMPT St. Louis I Management, LLC |
|
Delaware |
| WMPT Stone Oak Properties, L.L.C. |
|
Virginia |
| WMPT Stone Oak, L.P. |
|
Virginia |
| WMPT Tomball Properties, L.L.C. |
|
Virginia |
| WMPT Tomball, L.P. |
|
Virginia |
| WMPT Trussville Management, L.L.C. |
|
Delaware |
| WMPT Tucson Management, LLC |
|
Delaware |
| WMPT Tulsa Management, L.L.C. |
|
Delaware |
| WMPT Webster Management, L.L.C. |
|
Delaware |
| WMPT Wellington Management, L.L.C. |
|
Delaware |
| WMPT West Boca Management, L.L.C. |
|
Delaware |
| WMPT West Tower Management, L.L.C. |
|
Delaware |
| WMPT WPC Jupiter Management, LLC |
|
Delaware |
| WMPT WPC Management, L.L.C |
|
Delaware |
| WTP Healthcare Properties, LLC |
|
Delaware |
| Wyncote Healthcare Corp. |
|
Pennsylvania |
22
SCHEDULE V
Executive Officers
George L. Chapman
Charles J. Herman, Jr.
Jeffrey H. Miller
Scott A. Estes
Erin C. Ibele
Michael A. Crabtree
Scott M.
Brinker
