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ESC > SEC Filings for ESC > Form 8-K on 18-Mar-2013All Recent SEC Filings

Show all filings for EMERITUS CORP\WA\ | Request a Trial to NEW EDGAR Online Pro



Other Events, Financial Statements and Exhibits

Item 8.01 Other Events

In connection with a previously announced secondary public offering of 7,973,600 shares of Emeritus Corporation (the "Company") common stock, on March 12, 2013, the Company entered into an underwriting agreement (the "Underwriting Agreement") between certain selling shareholders and Goldman, Sachs & Co. (the "Underwriter"). The Underwriting Agreement provides for, among other things, the purchase of an aggregate of 7,973,600 shares of the Company's common stock from certain selling shareholders at a public offering price of $27.00 per share and the grant of an option to purchase an additional 1,196,040 shares of the Company's common stock. On March 13, 2013, the Underwriter exercised its option.

On March 18, 2013, the Underwriter completed its purchase of 7,973,600 shares of the Company's common stock from certain selling shareholders and the additional 1,196,040 shares of the Company's common stock from the Company, which resulted in $31,324,287.60 in proceeds to the Company, after taking into account the underwriter's discount. These proceeds will be used for general corporate purposes, which may include repayment of outstanding debt.

The Company's common stock was offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File Nos. 333-187175), which was effective immediately upon filing with the Securities and Exchange Commission, as supplemented by a prospectus supplement dated March 12, 2013.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  No.                                     Description

99.1         Underwriting Agreement by and among Emeritus Corporation, Goldman,
             Sachs & Co., and the selling shareholders party thereto.

99.2         Information relating to Item 14 - Other Expenses of Issuance and

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