Emeritus-Blackstone Joint Venture Emerges As Sole Bidder in Sunwest Bankruptcy Auction

In one of the seniors housing industry’s most widely anticipated deals of the year, a joint venture of Emeritus Corp., Blackstone Real Estate Advisors VI LP and Columbia Pacific Advisors LLC has provided the only bid in the Sunwest bankruptcy auction. The announcement came Tuesday.

The joint venture was formed specifically to acquire up to 149 communities formerly operated by an affiliate of Sunwest Management based in Salem, Ore. The final court order from U.S. District Court Judge Michael Hogan authorizing the joint venture’s purchase and sale agreement is expected on Monday, May 17.

“This transaction represents a huge opportunity for Emeritus, and we are pleased to again partner with Blackstone in what I believe is a significant milestone for the company,” said Dan Baty, chairman and co-CEO of Emeritus, in a press release. “We’ve worked long and hard to make this deal happen, and although we have a significant amount of work ahead of us, we are extremely pleased to have it finally come together,” Baty added.

Seattle-based Emeritus Corp. (NYSE: ESC) is a national provider of assisted living and Alzheimer’s care services to seniors. The transaction includes up to 149 communities with a total estimated purchase price of approximately $1.3 billion, which is comprised of debt assumption of approximately $1 billion. The balance includes a combination of cash and membership interests.

The purchase and sale agreement allows the existing Sunwest investors the option of rolling over their ownership interests into the joint venture in the aggregate amount of up to 49% of the joint venture’s total equity. That amount is expected to equal up to $167.6 million. Blackstone will contribute approximately 80% of the remaining equity requirements with the balance split evenly between Columbia Pacific and Emeritus.

Since existing Sunwest investors now have a greater opportunity to participate in the joint venture, Emeritus anticipates that its initial contribution will be a minimum of $17.4 million, including other contributions for working capital and capital expenditure requirements, and would increase to as much as $34.2 million, if there is no participation by existing Sunwest investors, representing a 5% to 10% equity position in the joint venture.

Emeritus will enter into agreements with the joint venture to manage the portfolio of communities for a fee equal to 5% of collected gross revenues. In addition, the joint venture agreement allows Emeritus a right of first opportunity to purchase the communities or the joint venture interests at fair value, and includes a profit sharing provision for Emeritus if the joint venture’s internal rate of return exceeds established thresholds.

The 149 communities are comprised of approximately 12,165 units consisting of 3,332 independent living units and 8,833 assisted living/memory care units. Annual revenues for the 149 properties are currently $344 million. The closing of the transaction, which is subject to the satisfaction of certain closing conditions, is expected to occur in the third quarter of 2010.

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