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ESC > SEC Filings for ESC > Form 8-K on 27-Jun-2013All Recent SEC Filings

Show all filings for EMERITUS CORP\WA\



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial

Item 1.01 Entry Into a Material Definitive Agreement.

On June 27, 2013, Emeritus Corporation (the "Company") entered into definitive agreements with Health Care REIT, Inc. ("HCN") and affiliates of Merrill Gardens (together, "Merrill Gardens"), under which Emeritus will lease, manage and operate a total of 38 senior housing communities (the "Communities") currently owned by a joint venture comprised of HCN and Merrill Gardens and managed by Merrill Gardens. HCN will acquire Merrill Gardens' 20% equity interest in the Communities (the "Acquisition").

The Company entered into a long-term triple-net master lease (the "Master Lease") with HCN pursuant to which Emeritus will lease, manage and operate the 38 Communities. The Master Lease provides for contractual base rent in the first year of $54.0 million and will increase each year in the manner specified therein. The initial term of the Master Lease is 15 years and the Company has the option to extend the Master Lease for one additional 15-year term.

The Company also entered into a Master Operations Transfer Agreement with Merrill Gardens, pursuant to which Emeritus will pay to Merrill Gardens a $10.0 million management contract termination fee upon commencement of the Master Lease.

The commencement of the Master Lease is subject to the closing of the Acquisition, obtaining regulatory approvals and other customary closing conditions, and is expected to occur during the third quarter of 2013.

Item 7.01 Regulation FD Disclosure.

On June 27, 2013, the Company issued a press release announcing the transactions described in Item 1.01 above. A copy of the Company's press release is furnished as Exhibit 99.1 and is specifically incorporated by reference herein.

The information filed under this item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release of Emeritus Corporation, dated June 27, 2013

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