March 28, 2014

Willkie’s Real Estate Department was selected to be featured in Law360’s monthly "Sealing the Deal" series for its exceptional representation, as real estate counsel, of Sunrise Senior Living, Inc. in its landmark merger with Health Care REIT, Inc. and related transactions.

The profile, entitled "Sealing the Deal: Willkie Serves Up $3.2B Sunrise Megadeal" includes interviews with partners Eugene Pinover and David Drewes, who led several Willkie deal teams in this complex merger and in a series of related transactions signed both before and after the main deal. Law360 notes that as Mr. Pinover and Mr. Drewes continue to tie up the "sprawling sale of Sunrise Senior Living Inc.'s property assets that has nearly doubled in value to $3.2 billion since its iteration," word of the megadeal has "spurred other industry players to put out feelers for the team's services."

Law360 highlights that "the pair, with help from associate Daniel Backer, helped craft a $1.9 billion sale of the company's property to Health Care REIT Inc.," and "in a flurry of negotiations, they followed up just a month later with the inking of a piggybacking deal that has Health Care buying out the partners for 38 of Sunrise's 105 joint venture properties for $1.3 billion, almost doubling Sunrise's value in one fell swoop." The profile also discusses how simultaneously and in connection with the Sunrise/Health Care REIT merger, Willkie, within days leading up to the deal, also helped Sunrise sign up several additional purchase and sale agreements, pursuant to which Sunrise agreed to buy out certain of its joint venture partners.

In discussing the transactions, Mr. Pinover told Law360 that "this may be one of the largest groups of assets in this asset class that exists in the country that could be put up for sale that’s not already owned by a REIT. It was a target for the major REITS to buy."

The profile also covers how the Willkie team, "in a somewhat unorthodox move," drafted sales agreements for the joint venture partners to expedite the process. Mr. Drewes discussed how understanding and respecting the other side’s desires was essential in making this practice work so successfully.

Noting Willkie’s longtime relationship with Sunrise and its current CEO Mark Ordan, Law360 writes that "the long and deep history shared between the parties helped to execute the deal quickly."

While forging one of the largest owners of seniors housing in the world with over 58,000 units located in the U.S., Canada and the U.K., the deal continues to achieve strong returns for Sunrise’s shareholders.

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