Sunrise Senior Living REIT completes C$270.9 million initial public offering

Torys acted as counsel to Sunrise Senior Living REIT with a team in Toronto that included Patricia Koval, Simon Knowling, Graham Rawlinson, Karie Ann Benham, Shariar Aboosaidi and Benjamin Shinewald (corporate), Corrado Cardarelli and Ron Nobrega (tax), Paul Kennedy, Jane Helmstadter, David Dell, Sabrina Gherbaz, Kimberley Kowalik and Joanna Dybel (real estate), Jay Holsten (competition), Len Griffiths (environmental) and Christina Medland (pension, benefits and employment). Torys' New York team included Andy Beck, Jay Romagnoli, Dan Miller, Craig Pell, Gavin Sinclair, Mayah Judovits and Maria Krasnikow (corporate), Mirek Fajt, Alana Tolhurst and Nichole Cortese (real estate), Jeff Scheine, Pamela Petree and Gregg Larson (tax), Jeff Gracer (environmental) and Darien Leung (lending). Torys also represented Sunrise Senior Living, Inc. on securities law matters, tax planning and Canadian real estate, working with John Gaul, the company's Senior Vice President and General Counsel.

On January 10, 2005, Sunrise Senior Living Real Estate Investment Trust (TSX: SZR.UN) completed its C$270.9 million initial public offering of 27.09 million trust units. The underwriting syndicate was led by TD Securities and Scotia Capital, and included RBC Dominion Securities, BMO Nesbitt Burns, CIBC World Markets, National Bank Financial and Canaccord Capital.

Concurrently with the closing of its IPO, the REIT issued C$25 million principal amount of subordinated convertible debentures to Sunrise Senior Living, Inc. (NYSE: SRZ).

The REIT used the proceeds of the offering to acquire 15 senior living facilities in the United States and 9 senior living facilities in Canada from Sunrise, its promoter, and Sunrise's joint-venture partners. The REIT also entered into a long-term strategic alliance agreement with Sunrise that gives the REIT a right of first offer to finance the development of, and subsequently acquire, any senior living facility proposed for development by Sunrise in Canada.

Sunrise, based in Virginia, is the largest senior living management services company in North America, providing services to 374 residential facilities and more than 42,000 seniors in the United States, Canada, United Kingdom and Germany. Sunrise also develops senior living facilities, with 145 new facilities developed since its initial public offering in June 1996.