TOLEDO, OH-Locally based Health Care REIT Inc.entered into a definitive agreement to acquire SunriseSenior Living Inc.'s outstanding common stock at $14.50per share. Once the $1.9 billion acquisition closes in the firsthalf of 2013, Health Care REIT will have control of more than58,000 units in the US, Canada and the United Kingdom, placing itamong one of the largest owners of senior housing worldwide.

As part of the acquisition, Health Care REIT will acquire theMcLean, VA-based Sunrise's 20 wholly owned seniors housingcommunities (located in the US and Canada) and Sunrise’s interestin joint ventures that own 105 seniors housing communities, locatedin the US and UK. Approximately $950 million will be paid in cash,with the balance through debt assumption at an average interestrate of 4.9%.

The acquisition will provide Health Care REIT with:

• Institutional-quality properties in high barrier toentry markets. The properties have a median age ofeight years. The portfolio is concentrated in New York, LosAngeles, San Francisco, Washington, DC, Philadelphia, Boston,Chicago and London. Approximately 50% of the properties are locatedin top five MSAs.
• Investment pipeline in excess of $2billion. This pipeline could be realized over time bypurchasing additional interests from existing Sunrise joint venturepartners. At the time of acquisition, Health Care REIT expects toown on average an approximately 28% interest in the 105 jointventure communities. Of the 105 joint venture communities, 37 havepurchase options that are exercisable in 2013; 13 have purchaseoptions that are exercisable in 2014 and 21 are subject to openbuy/sell rights that could result in Health Care REIT acquiring a100% ownership interest.
• Strong NOI growth. Health Care REITexpects property-level net operating income to increase 4% to 5%per year on average over the long term, assuming economicconditions consistent with the current market.
• Enhanceddiversification and private pay component. Thetransaction is expected to increase Health Care REIT’s private paypercentage from 74% to 77%. Sunrise will become Health Care REIT’ssecond largest operator at approximately 11% of the portfolio basedon investment balance.

BofA Merrill Lynch acted as exclusive financialadvisor to Health Care REIT on the transaction. Arnold& Porter LLP; Shumaker, Loop & Kendrick LLP andSidley Austin LLP acted as Health Care REIT’slegal advisors.