HCPI says that save for the higher price, its offer would havethe same terms as the agreement currently in place with Ventas.Sunrise said Thursday morning it will not consider Wednesday'sproposal until it receives a confirmation from HCPI that theirproposal is not conditional on it reaching an agreement withSunrise Senior Living Inc., the manager of the Sunrise REIT's74-property portfolio.

If HCPI eventually succeeds in trumping Ventas' bid, it would bethe second major acquisition by the Long Beach, CA-based REIT in asmany years. In 2006, it acquired CNL RetirementProperties for $5.3 billion, the largest healthcare REITtransaction in history.

"Our ability to execute transactions of this size…[and] our ownrelationships with several of your lenders will facilitate a smoothand accelerated lender consent process," says HCPI chairman R.Michael Warren in his letter to Sunrise. "These advantages willenable us to complete our proposed acquisition at least as quicklyas your proposed transaction with Ventas."