Emeritus Announces Closing of Secondary Public Offering and $60 Million Debt Reduction

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.

About Emeritus

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.

Contacts:

Investor Relations
206-298-2909
or
Media:
Liz Brady, 646-277-1226
Liz.brady@icrinc.com
Sari Martin, 203-682-8345
Sari.martin@icrinc.com
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