Emeritus Corporation (NYSE: ESC), a national provider of senior living
services, today announced the closing of its previously announced
secondary public offering of 7,973,600 shares of Emeritus Corporation
(the "Company") common stock sold by certain selling shareholders, as
well as the simultaneous closing of the issuance and sale of an
additional 1,196,040 shares of the Company's common stock pursuant to
the full exercise of the underwriter's over-allotment option to purchase
additional shares. The additional shares of the Company's common stock
were sold at a price of $27.00 per share, resulting in $31.3 million in
proceeds to the Company (after giving effect to the Underwriter's
discount), to be used for general corporate purposes, which may include
repayment of outstanding debt.
The offering was conducted pursuant to a shelf registration statement on
Form S-3 filed on March 11, 2013 with the Securities and Exchange
Commission (the "SEC") on behalf of the Company and the selling
shareholders under the offering. The shelf registration statement
relating to these securities was effective upon filing with the SEC. A
copy of the registration statement can be accessed through the SEC's
website at www.sec.gov.
Goldman, Sachs & Co. acted as sole manager for the offering.
The Company further announced its intent to prepay $60 million of its
outstanding unsecured notes payable, which have an average interest rate
of 8.79%. The payments are expected to be made following mandatory
notice periods, ranging from 30 to 60 days.
Emeritus Senior Living is the nation's largest assisted living and
memory care provider, with the ability to serve approximately 50,000
residents. Over 30,000 employees support more than 480 communities
throughout 45 states coast to coast. Emeritus offers the spectrum of
senior residential choices, care options and life enrichment programs
that fulfill individual needs and promote purposeful living throughout
the aging process. Emeritus' common stock is traded on the New York
Stock Exchange under the symbol ESC.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: A number of the matters and subject areas
discussed in this report that are not historical or current facts deal
with potential future circumstances, operations, and prospects. The
discussion of such matters and subject areas is qualified by the
inherent risks and uncertainties surrounding future expectations
generally, and also may materially differ from our actual future
experience. We have attempted to identify, in context, certain of
the factors that we currently believe may cause actual future experience
and results to differ from our current expectations regarding the
relevant matter or subject area. These and other risks and
uncertainties are detailed in our reports filed with the Securities and
Exchange Commission, including "Item 1A. Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2012 filed with the
SEC. The Company undertakes no obligation to update the
information provided herein.