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SRZ > SEC Filings for SRZ > Form 8-K on 16-Dec-2011All Recent SEC Filings

Show all filings for SUNRISE SENIOR LIVING INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SUNRISE SENIOR LIVING INC


16-Dec-2011

Entry into a Material Definitive Agreement, Material Modification to Ri


Item 1.01. Entry into a Material Definitive Agreement.

On December 16, 2011, Sunrise Senior Living, Inc. (the "Company") entered into a Third Amendment, effective as of 5:00 p.m., New York City time, on December 16, 2011 (the "Amendment"), to its existing Rights Agreement, dated as of April 24, 2006, as amended as of November 19, 2008 and January 27, 2010 (as amended, the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.

The Amendment amends the definition of "Acquiring Person" to exclude Carlson Capital, L.P., together with its Affiliates and Associates (as defined in the Rights Agreement) (together, "CCLP"), but only so long as CCLP is the beneficial owner of the Company's outstanding common stock constituting in the aggregate 14.9% or less of the Company's outstanding common stock, inclusive of the shares of common stock currently beneficially owned by CCLP.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.



Item 3.03. Material Modification to Rights of Security Holders.

The description of the Amendment to the Rights Agreement set forth above under Item 1.01 is incorporated herein by reference.



Item 8.01. Other Items.

In connection with the Amendment, on December 16, 2011, the Company entered into a standstill agreement with CCLP (the "Standstill Agreement"). The Standstill Agreement restricts CCLP from taking certain actions until the first anniversary of the date of the Standstill Agreement with respect to the Company, including seeking or proposing to influence or control management of the Company, obtaining representation on the Company's board of directors, participating in the solicitation of proxies with respect to the Company and acquiring in excess of 15% of the common shares of the Company.



Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits.

Third Amendment, dated as of December 16, 2011, to the Rights Agreement, 4.1 dated as of April 24, 2006, as amended as of November 19, 2008 and January 27, 2010, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent.


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