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Published on 8/6/2010 in the Prospect News Distressed Debt Daily.

Sunwest, joint venture close most of $1.2 billion community sale

By Caroline Salls

Pittsburgh, Aug. 6 - Sunwest Management has completed the sale of 132 of its communities to a joint venture between Emeritus Corp., Blackstone Real Estate Advisors and Columbia Pacific Advisors, according to an Emeritus news release.

Emeritus said the joint venture has acquired or plans to acquire 144 communities formerly operated by affiliates of Sunwest Management for $1.2 billion.

Beyond a previously announced 5% management fee, Emeritus said a greater potential for long-term value lies in its right of first opportunity to purchase the Sunwest communities or joint venture interests.

Additionally, Emeritus said it has the ability to earn additional cash distribution incentives if the rate of return on membership interests in the joint venture exceeds established thresholds in the coming years.

According to the release, the sale of 132 of the communities closed on Thursday, and 12 were deferred until finalization of lender consents and other matter.

Of the 144 community portfolio, Emeritus will begin managing all but one as of the Aug. 5 closing date.

Emeritus said it funded roughly $19 million as its equity contribution at closing, representing a 5.8% equity interest in the joint venture.

As previously reported, under a preliminary agreement between Blackstone and Sunwest, Sunwest will proceed with a plan of distribution currently pending before the U.S. District Court in Eugene, Ore., in connection with a lawsuit filed last March by the Securities and Exchange Commission.

Sunwest is a Portland, Ore.-based senior living provider. Emeritus is a Seattle provider of assisted living and Alzheimer's care to seniors.


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