HCPI says in SEC filings that the $5.2-billion transaction wouldinclude a payment of cash and stock by HCPI amounting to $13.50 peroutstanding share of CNL Retirement's common stock, and theassumption or refinancing of approximately $1.6 billion of CNLRetirement's outstanding debt. The transaction is expected to closeby the end of the third quarter, subject to shareholder approvaland other customary closing conditions.

Along with the acquisition of CNL Retirement Properties, HCPIhas also agreed to acquire CNL Retirement Corp., the externaladviser to CNL Retirement Properties, for approximately $120million in HCPI stock. The Long Beach-based REIT will acquire theadvisory firm in a separate deal, with each of the two transactionsconditioned on the consummation of the other.

When the deals close, Healthcare Property Investors will own aportfolio of independent and assisted living communities,healthcare facilities and medical office buildings comprisingnearly 800 properties in 44 states. The properties operate undernames including Sunrise Senior Living Services Inc., AmericanRetirement Corp., HCA Inc., Horizon Bay, Erickson RetirementCommunities, LLC and Encore Senior Living, the Cirrus Group and theDasco Cos.