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SRZ > SEC Filings for SRZ > Form 8-K/A on 6-Dec-2012All Recent SEC Filings

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Form 8-K/A for SUNRISE SENIOR LIVING INC


6-Dec-2012

Financial Statements and Exhibits


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of businesses acquired.

The following audited combined financial statements of Metropolitan Senior Housing, LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC and the report thereupon are attached hereto as Exhibit 99.1 and are incorporated herein by reference:

Audited Financial Statements

† Report of Independent Auditors

† Combined Balance Sheets as of December 31, 2011

† Combined Statement of Operations for the year ended December 31, 2011

† Combined Statement of Changes in Members' Deficit for the year ended December 31, 2011

† Combined Statement of Cash Flows for the year ended December 31, 2011

† Notes to the Combined Financial Statements

The following audited group financial statements of Dawn Limited Partnership are attached hereto as Exhibit 99.2 and are incorporated herein by reference:

Audited Financial Statements

† Report of Independent Auditors

† Group profit and loss account for the three years ended 31 December 2011, 2010 and 2009

† Group statement of total recognized gains and losses for the three years ended 31 December 2011, 2010 and 2009

† Note of historical cost, profits and losses for the three years ended 31 December 2011, 2010 and 2009

† Group balance sheet at 31 December 2011 and 2010


† Group statements of cash flows for the three years ended 31 December 2011, 2010 and 2009

† Notes to the financial statements

The following unaudited combined financial statements of Metropolitan Senior Housing, LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC are attached hereto as Exhibit 99.3 and are incorporated herein by reference:

Unaudited Financial Statements

† Combined Balance Sheets as of September 30, 2012

† Combined Statements of Operations for the nine months ended September 30, 2012 and 2011

† Combined Statement of Changes in Members' Deficit for the Period Ended September 30, 2012

† Combined Statements of Cash Flows for the nine months ended September 30, 2012 and 2011

† Notes to the Combined Financial Statements

The following unaudited group financial statements of Dawn Limited Partnership are attached hereto as Exhibit 99.4 and are incorporated herein by reference:

Unaudited Financial Statements

† Group profit and loss account for the nine months ended 30 September 2012 and 2011

† Group statement of total recognized gains and losses for the nine months ended 30 September 2012 and 2011

† Note of historical cost, profits and losses for the nine months ended 30 September 2012 and 2011

† Group balance sheet at 30 September 2012 and 31 December 2011

† Group statements of cash flows for the nine months ended 30 September 2012 and 2011

† Notes to the financial statements

(b) Pro forma financial information.

The unaudited pro forma financial statements of Sunrise Senior Living, Inc. after giving effect to the purchases of Metropolitan Senior Housing LLC, Sunrise Lafayette Hills Assisted Living, L.P., Sunrise Paoli Assisted Living, L.P., Sunrise HBLR, LLC and Dawn Limited Partnership are attached hereto as Exhibit 99.5 and are incorporated herein by reference.

† Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2012 and explanatory notes thereto

† Unaudited Pro Forma Consolidated Statements of Operations for the twelve months ended December 31, 2011 and the nine months Ended September 30,


2012 and explanatory notes thereto

(c) Exhibits.

23.1     Consent of Ernst & Young LLP

23.2     Consent of Ernst & Young LLP

23.3     Consent of CBRE Limited

99.1     Audited Combined Financial Statements of Metropolitan Senior Housing,
         LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC as
         of and for the year ended December 31, 2011 with Report of Independent
         Auditors

99.2     Audited group financial statements of Dawn Limited Partnership as of 31
         December 2011 and 2010 and for the three years ended 31 December 2011,
         2010 and 2009

99.3     Unaudited Combined Financial Statements of Metropolitan Senior Housing,
         LLC, MSH Operating, LLC, Sunrise HBLR, LLC and HBLR Operating, LLC as
         of September 30, 2012 and for the nine months ended September 30, 2012
         and 2011

99.4     Unaudited group financial statements of Dawn Limited Partnership as of
         30 September 2012 and 31 December 2011 and for the nine months ended 30
         September 2012 and 2011

99.5     Unaudited Pro Forma Consolidated Financial Statements of Sunrise Senior
         Living, Inc. for the twelve months ended December 31, 2011 and as of
         and for the nine months ended September 30, 2012


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SUNRISE SENIOR LIVING, INC.

Date: December 6, 2012 By: /s/ C. Marc Richards Name: C. Marc Richards Title: Chief Financial Officer


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