ESC Pengajuan SEC - Emeritus Corp- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Emeritus Corp

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 11, 2014	15-12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF THE DUTY TO FILE REPORTS UNDER SECTION 15-12B 1 d771608d1512b.htm FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF THE DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-14012 EMERITUS CORPORATION (
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2014	POSASR	As filed with the Securities and Exchange Commission on August 5, 2014 As filed with the Securities and Exchange Commission on August 5, 2014 Registration No.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N S-8 POS 1 d768260ds8pos.htm S-8 POS (333-05965) As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-167122 Post-Effective Amendment No. 1 to Form S-8 Regi
August 5, 2014	POS AM	As filed with the Securities and Exchange Commission on August 5, 2014 POS AM 1 d768202dposam.htm POS AM (333-148400) As filed with the Securities and Exchange Commission on August 5, 2014 Registration No. 333-148400 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMERITUS CORPORATION (Exact name of registrant as specified in its charter) Washing
August 5, 2014	POS AM	As filed with the Securities and Exchange Commission on August 5, 2014 As filed with the Securities and Exchange Commission on August 5, 2014 Registration No.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N S-8 POS 1 d768260ds8pos.htm S-8 POS (333-70580) As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-167122 Post-Effective Amendment No. 1 to Form S-8 Regi
August 5, 2014	POS AM	As filed with the Securities and Exchange Commission on August 5, 2014 As filed with the Securities and Exchange Commission on August 5, 2014 Registration No.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 5, 2014	S-8 POS	As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment N S-8 POS 1 d768260ds8pos.htm S-8 POS (333-60323) As filed with the Securities and Exchange Commission on August 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190347 Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-167122 Post-Effective Amendment No. 1 to Form S-8 Regi
August 4, 2014	EX-3.2	AMENDED AND RESTATED EMERITUS CORPORATION EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF EMERITUS CORPORATION Originally adopted on: July 31, 2014 Amendments are listed on page i AMENDMENTS Section Effect of Amendment Date of Amendment -i- CONTENTS SECTION 1. DEFINITIONS 1 SECTION 2. SHAREHOLDERS 2 2.1 Annual Meeting 2 2.2 Special Meetings 2 2.3 Meetings by Communications Equipment 2 2.4 Date, Time and Place of Meeting 2 2.5 Notice to
August 4, 2014	8-K/A	Financial Statements and Exhibits 8-K/A 1 d768180d8ka.htm 8-K/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 4, 2014 (July 31, 2014) EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or
August 4, 2014	SC 13D/A	ESC / Emeritus Corp / BATY DANIEL R - SC 13D/A Activist Investment SC 13D/A CUSIP No. 291005 10 6 Schedule 13D Page 1 of 10 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) (Amendment No. 14) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 2910
August 1, 2014	EX-3.1	RESTATED ARTICLES OF INCORPORATION EMERITUS CORPORATION EX-3.1 Exhibit 3.1 RESTATED ARTICLES OF INCORPORATION OF EMERITUS CORPORATION The following Restated Articles of Incorporation are executed by the undersigned, a Washington corporation: 1. The name of the corporation is Emeritus Corporation. 2. The text of the corporation’s Restated Articles of Incorporation is as follows: ARTICLE 1. NAME The name of this corporation is Emeritus Corporation. ARTIC
August 1, 2014	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2014 (July 31, 2014) EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission
August 1, 2014	EX-3.2	AMENDED BY-LAWS EMERITUS CORPORATION ARTICLE I EX-3.2 Exhibit 3.2 AMENDED BY-LAWS OF EMERITUS CORPORATION ARTICLE I Offices Section 1.1 Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware, County of New Castle. The name of the Corporation’s registered agent at such address shall be The Corporation Trust Company. Section 1.2 Other Offices. The Corporat
August 1, 2014	SC 13D/A	ESC / Emeritus Corp / Brookdale Senior Living Inc. - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* EMERITUS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 291005106 (CUSIP Number) Brookdale Senior Livin
July 31, 2014	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 11, 2014, pursuant to the provisions of Rule 12d2-2 (a).
July 11, 2014	8-K	Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8–K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 10, 2014 Date of Report (Date of earliest event reported) EMERITUS CORPORATION (Exact name of registrant as specified in its charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commiss
July 10, 2014	EX-99.1	Brookdale Senior Living Stockholders Approve Merger with Emeritus Corporation EX-99.1 2 d755112dex991.htm EX-99.1 Exhibit 99.1 Brookdale Senior Living Stockholders Approve Merger with Emeritus Corporation Nashville, Tenn., July 10, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) (“Brookdale” or the “Company”) announced today the results of its special meeting of stockholders held earlier this morning. Pursuant to Brookdale’s previously announced merger agreement with Emerit
July 10, 2014	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2014 (July 10, 2014) BROO 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 10, 2014 (July 10, 2014) BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 001-32641 20-3068069 (State or other jurisdiction of inco
June 27, 2014	425	Merger Prospectus - 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2014 (June 26, 2014) EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission F
June 27, 2014	425	Merger Prospectus - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 27, 2014 (June 26, 2014) BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 001-32641 20-3068069 (State or other jurisdiction of incorpor
June 27, 2014	8-K	Other Events - 8-K 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2014 (June 26, 2014) EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commissi
June 12, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale investor conference: THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us © 2014 Thomson Reu
June 6, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale investor conference: THOMSON REUTERS STREETEVENTS \| www.streetevents.com \| Contact Us © 2014 Thomson Reu
June 5, 2014	DEFM14A	- DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 4, 2014	425	Merger Prospectus - FORM 425 Company Update June 2014 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following investor presentation was posted by Brookdale on its web site: 2 Forward-Looking Statements Certain statements in this
May 16, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale investor conference: CORPORATE PARTICIPANTS Ross Roadman Brookdale Senior Living Inc. - SVP, IR Andy Smi
May 9, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following letter was sent to Brookdale and Emeritus employees: To: All Brookdale and Emeritus Associates From: Andy Smith and Granger Cobb Subjec
May 9, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale investor call: CORPORATE PARTICIPANTS Ross Roadman Brookdale Senior Living Inc. - SVP, IR Andy Smith Bro
May 8, 2014	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS CORPORATION (Exact name of registrant as specified in
May 8, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E
May 8, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) On May 7, 2014, Brookdale issued the following press release: Contact: FOR IMMEDIATE RELEASE Brookdale Senior Living Inc. Ross Roadman 615-564-8104 B
May 8, 2014	EX-31.1.2	CERTIFICATIONS CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadi
May 8, 2014	EX-32.1.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three months ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chief Financial Officer o
May 8, 2014	EX-31.1.1	CERTIFICATIONS CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi
May 8, 2014	EX-32.1.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three months ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Executive Officer of the
May 8, 2014	EX-99.1	EMERITUS ANNOUNCES FIRST QUARTER 2014 OPERATING RESULTS EX-99.1 2 q1-14earningsreleaseedgarr.htm EARNINGS RELEASE 1ST QUARTER 2014 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES FIRST QUARTER 2014 OPERATING RESULTS SEATTLE, WA, May 8, 2014 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its first quarter 2014 results. Operating Summary for First Quarter 2014 Compared to First Quarter 2013 • Comm
April 30, 2014	EX-31.1.3	CERTIFICATIONS CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Emeritus Corporation; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
April 30, 2014	EX-31.1.4	CERTIFICATIONS CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Emeritus Corporation; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
April 30, 2014	10-K/A	Annual Report - 10-K/A 10-K/A 1 esc-12312013x10xka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS
April 25, 2014	425	Merger Prospectus - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 24, 2014 (April 23, 2014) BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 001-32641 20-3068069 (State or other jurisdiction of in
April 23, 2014	425	Merger Prospectus - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2014 (April 23, 2014) BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 001-32641 20-3068069 (State or other jurisdiction of in
April 23, 2014	EX-99.2	Enhanced Partnership with HCP EX-99.2 Enhanced Partnership with HCP April 23, 2014 Creation of New Investment Platform and Concurrent Lease Restructuring Exhibit 99.2 Forward-Looking Statements 1 Certain items in this presentation and statements made by or on behalf of Brookdale Senior Living Inc. relating hereto (including statements with respect to the merger of Brookdale and Emeritus, the proposed CCRC JV and the expanded r
April 23, 2014	EX-99.1	Page 1 of 8 EX-99.1 Exhibit 99.1 BROOKDALE AND HCP EXPAND RELATIONSHIP BY CREATING A $1.2 BILLION CCRC JOINT VENTURE AND AMENDING EXISTING EMERITUS LEASES NASHVILLE, Tenn. and LONG BEACH, Calif., Apr. 23, 2014 — Brookdale Senior Living (NYSE:BKD) and HCP (NYSE:HCP) (together, the “Companies”) today announced an agreement to enhance and solidify their long-term relationship by creating a new strategic joint ve
April 17, 2014	EX-99.1	Brookdale Senior Living and Emeritus Senior Living Announce Expiration of HSR Act Waiting Period EX-99.1 Exhibit 99.1 Brookdale Senior Living and Emeritus Senior Living Announce Expiration of HSR Act Waiting Period Nashville, Tenn. and Seattle, Wash., April 17, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) and Emeritus Corporation (NYSE: ESC) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with th
April 17, 2014	EX-99.1	Brookdale Senior Living and Emeritus Senior Living Announce Expiration of HSR Act Waiting Period EX-99.1 2 d712971dex991.htm EX-99.1 Exhibit 99.1 Brookdale Senior Living and Emeritus Senior Living Announce Expiration of HSR Act Waiting Period Nashville, Tenn. and Seattle, Wash., April 17, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) and Emeritus Corporation (NYSE: ESC) today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as am
April 17, 2014	8-K	Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Nu
April 17, 2014	425	Merger Prospectus - 425 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) On April 17, 2014, Brookdale and Emeritus issued the following release in connection with the merger between Brookdale and Emeritus: Brookdale Senior Livi
April 17, 2014	425	Merger Prospectus - FORM 8-K Form 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Nu
March 12, 2014	425	Merger Prospectus - FORM 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale conference call: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BKD - Brookdale Senior Living Inc. at Barclays He
March 7, 2014	SC 13D/A	ESC / Emeritus Corp / BATY DANIEL R - SC 13D/A Activist Investment SC 13D/A CUSIP No. 291005 10 6 Schedule 13D Page 1 of 11 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) (Amendment No. 13) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 2910
March 6, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale conference call: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BKD - Brookdale Senior Living Inc. at Ci
March 3, 2014	SC 13D	ESC / Emeritus Corp / Brookdale Senior Living Inc. - SC 13D Activist Investment SC 13D 1 d687378dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* EMERITUS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 291005106 (CUSIP Number
February 27, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale conference call: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BKD - Brookdale Senior Living Inc. at Ci
February 26, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following investor presentation was posted by Brookdale on its web site: Company Presentation February 25, 2014 BROOKDALE SENIOR LIVING SOLUTIONS
February 25, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale conference call: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BKD – Brookdale Senior Living Inc. at RB
February 24, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 24, 2014	425	Merger Prospectus - 425 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following was posted by Brookdale on its web site www.BrookdaleForward.com: SITE INTRODUCTION Forward Looking Statements Certain items in this communi
February 24, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 24, 2014	425	Merger Prospectus - FORM 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following is a transcript of a Brookdale and Emeritus investor call: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BKD - Brookdale Merger with Emeritus S
February 24, 2014	425	Merger Prospectus - 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION EMERITUS CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.01 The Merger 1 Section 1.02 Closing 1 Section EX-2.1 2 d679683dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION AND EMERITUS CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.01 The Merger 1 Section 1.02 Closing 1 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Charter; B
February 21, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	EX-99.2	Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Commu EX-99.2 Exhibit 99.2 Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Communities in 46 States Nashville, Tenn. and Seattle, Wash., February 20, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) and Emeritu
February 21, 2014	EX-99.1	VOTING AGREEMENT EX-99.1 Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (“Shareholders”) of Emeritus Corporation, a Washington corporation (the “Company”). RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Broadway
February 21, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) On February 20, 2014, Brookdale and Emeritus issued the following presentation in connection with the merger between Brookdale and Emeritus: Brookdal
February 21, 2014	425	Merger Prospectus - 425 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) On February 20, 2014, Brookdale and Emeritus issued the following updated presentation in connection with the merger between Brookdale and Emeritus: Brook
February 21, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following letter was sent to Brookdale employees: February 20, 2014 To All Brookdale Associates: Today, we announced an agreement to merge Brookd
February 21, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The below email was sent by Brookdale to the following industry organizations: 1) To: California Assisted Living Association (CALA) From: Sheila Garn
February 21, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following fact sheet was distributed by Brookdale: The Coverage to Care for Seniors Nationwide. Brookdale and Emeritus Join Together to Change th
February 21, 2014	EX-10.2	Fortress Investment Group LLC 1345 Avenue of the Americas New York, New York 10105 EX-10.2 Exhibit 10.2 Fortress Investment Group LLC 1345 Avenue of the Americas New York, New York 10105 February 20, 2014 Brookdale Senior Living Inc. 111 Westwood Place, Suite 400 Brentwood, Tennessee 37027 Letter Agreement Re: Stockholders Agreement Reference is made to (i) the Stockholders Agreement, dated as of November 28, 2005 (as amended, the “Stockholders Agreement”), by and among Brookdal
February 21, 2014	EX-10.1	VOTING AGREEMENT EX-10.1 3 d680472dex101.htm EX-10.1 Exhibit 10.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (“Shareholders”) of Emeritus Corporation, a Washington corporation (the “Company”). RECITALS WHEREAS, concurrently with the execution and delivery of this
February 21, 2014	425	Merger Prospectus - 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Form 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File
February 21, 2014	EX-99.1	Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Commu EX-99.1 Exhibit 99.1 Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Communities in 46 States Nashville, Tenn. and Seattle, Wash., February 20, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) and Emeritu
February 21, 2014	8-K/A	Financial Statements and Exhibits, Results of Operations and Financial Condition - AMENDMENT NO. 1 Amendment No. 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incor
February 21, 2014	425	Merger Prospectus - FORM 425 Form 425 Filed by Brookdale Senior Living Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation (Commission File No. 001-14012) The following communication was made by Brookdale on Facebook: The Coverage to Care for Seniors Nationwide. Brookdale and Emeritus Join Together to C
February 21, 2014	425	Merger Prospectus - FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2014 (February 20, 2014) BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 001-32641 20-3068069 (State or other jurisdi
February 21, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION EMERITUS CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.01 The Merger 1 Section 1.02 Closing 1 Section EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION AND EMERITUS CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.01 The Merger 1 Section 1.02 Closing 1 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Charter; Bylaws 2 Section 1.06 Direc
February 21, 2014	EX-2.1	AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION EMERITUS CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.01 The Merger 1 Section 1.02 Closing 1 Section EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BY AND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION AND EMERITUS CORPORATION TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.01 The Merger 1 Section 1.02 Closing 1 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Charter; Bylaws 2 Section 1.06 Direc
February 21, 2014	EX-99.2	Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Commu EX-99.2 Exhibit 99.2 Brookdale Senior Living and Emeritus Senior Living Sign Definitive Agreement to Create the Country’s Premier Senior Living Company Merger Transforms Brookdale into the Only National Full-Spectrum Senior Living Solutions Company, with over 1,100 Communities in 46 States Nashville, Tenn. and Seattle, Wash., February 20, 2014 — Brookdale Senior Living Inc. (NYSE: BKD) and Emeritu
February 21, 2014	425	Merger Prospectus - 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	425	Merger Prospectus - 425 425 Filed by Emeritus Corporation Pursuant to Rule 425 Under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Emeritus Corporation Commission File No.
February 21, 2014	425	Merger Prospectus - FORM 8-K Form 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File
February 21, 2014	EX-99.1	VOTING AGREEMENT EX-99.1 Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (“Shareholders”) of Emeritus Corporation, a Washington corporation (the “Company”). RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Broadway
February 20, 2014	10-K	Annual Report - 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the fiscal year ended December 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS CORPORATION (Exact name of registrant as
February 20, 2014	EX-3.3	Amendment to Restated Bylaws of Emeritus Corporation EX-3.3 2 esc12311310k-33amendmentto.htm AMENDMENT TO RESTATED BYLAWS OF REGISTRANT Amendment to Restated Bylaws of Emeritus Corporation Article 10, Section 10.1 of the Restated Bylaws of Emeritus Corporation (the “Company”) is hereby amended and restated in its entirety to read as follows: 10.1 Right to Indemnification Each person who was, is or is threatened to be made a named party to or is othe
February 20, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 19, 2014 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number)
February 20, 2014	EX-10.94.07	BUY-OUT AGREEMENT EXECUTION COPY BUY-OUT AGREEMENT This Buy-Out Agreement (this "Agreement") is made as of December 24, 2013 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members") and solely with respect to Sections 5, 9(c) and 10 of this Agreement, Dale Clift.
February 20, 2014	EX-32.1.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Emeritus Corporation (the “Company”) on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Robert C. Bateman, Chief Financial Officer of the Compa
February 20, 2014	EX-31.1.1	CERTIFICATIONS CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi
February 20, 2014	EX-10.04.06	EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (2014-2017 Performance Period) EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (2014-2017 Performance Period) Emeritus Corporation (the "Company") hereby grants to you a Restricted Stock Award (the "Award") for shares of the Company's Common Stock under the Company's Amended and Restated 2006 Equity Incentive Plan (the "Plan").
February 20, 2014	EX-10.99.03	MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) EX-10.99.03 9 esc12311310k-109903whittie.htm WHITTIER DEED OF TRUST RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) ATTENTION COUNTY RECORDER: THIS INSTRUMENT IS INTENDED TO BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO SECTION 950
February 20, 2014	EX-10.61.10	AGREEMENT EX-10.61.10 4 esc12311310k-106110buyouta.htm BUY OUT AGREEMENT CFSA AGREEMENT This Agreement (this “Agreement”) is made and entered into as of the 18th day of November, 2013 (the “Execution Date”) by and among Emeritus Corporation, a Washington corporation (“Emeritus”) and Daniel R. Baty (“Baty”). RECITALS A.Emeritus and Baty are parties to an Agreement dated as of October 1, 2004, (as amended, “C
February 20, 2014	EX-10.99.02	MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013) Freddie Mac Loan Number: 708632300 Property Name: Emeritus at Brea MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013) US $8,400,000.
February 20, 2014	EX-31.1.2	CERTIFICATIONS CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadi
February 20, 2014	EX-99.1	EMERITUS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER AND FULL YEAR 2013 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER AND FULL YEAR 2013 SEATTLE, WA, February 20, 2014 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its fourth quarter and full year 2013 results.
February 20, 2014	EX-10.63.08	THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT EX-10.63.08 5 esc12311310k-106308geemer.htm GE BREA EMERITUS THIRD AMENDMENT AND CONSENT EXECUTION COPY THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of June 30, 2013 (the “Effective Date”), by and among BREA EMERITUS LLC, a Delaware limited
February 20, 2014	EX-21.1	LIST OF SUBSIDIARIES EMERITUS CORPORATION Consolidated Subsidiaries as of December 31, 2013 LIST OF SUBSIDIARIES EMERITUS CORPORATION Consolidated Subsidiaries as of December 31, 2013 COMPANY STATE FORM Batus, LLC DE Limited Liability Company BREA Emeritus, LLC DE Limited Liability Company BREA Atlanta Court LLC DE Limited Liability Company BREA Atlanta Gardens LLC DE Limited Liability Company BREA Boynton Beach LLC DE Limited Liability Company BREA BREA LLC DE Limited Liability Company
February 20, 2014	EX-10.99.04	MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013) Freddie Mac Loan Number: 708632319 Property Name: Emeritus at Whittier MULTIFAMILY NOTE (CME) MULTISTATE – ADJUSTABLE RATE (Revised 10-24-2013) US $5,850,000.
February 20, 2014	EX-32.1.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Emeritus Corporation (the “Company”) on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Granger Cobb, Chief Executive Officer of the Company, c
February 20, 2014	EX-10.99.01	MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) ATTENTION COUNTY RECORDER: THIS INSTRUMENT IS INTENDED TO BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO SECTION 9502 OF THE CALIFORNIA COMMERCIAL CODE.
February 14, 2014	SC 13G	ESC / Emeritus Corp / Long Pond Capital, LP - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Emeritus Corporation (Name of Issuer) Common Stock, $0.
February 14, 2014	EX-99.1	JOINT FILING AGREEMENT EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value, of Emeritus Corporation, a Washington corporation, and further agree that
November 5, 2013	EX-10.90.05	MULTIFAMILY NOTE Freddie Mac Loan Number: 534404979 Property Name: Emeritus at Harrisburg MULTIFAMILY NOTE (CME) MULTISTATE – FIXED RATE DEFEASANCE (Revised 4-25-2013) US $3,375,000.
November 5, 2013	EX-99.1	EMERITUS ANNOUNCES THIRD QUARTER 2013 OPERATING RESULTS NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES THIRD QUARTER 2013 OPERATING RESULTS SEATTLE, WA, November 5, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its third quarter 2013 results.
November 5, 2013	EX-32.1.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the nine months ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chief F
November 5, 2013	EX-10.73.07	TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT [Carlsbad, CA #1006] [San Dimas, CA #1007] [San Diego, CA #1008] [San Juan Capistrano, CA #1009] [Woodbridge, CT #1010] [Baltimore, MD #1011] [Dedham, MA #1012] [Danvers, MA #1013] [Paramus, NJ #1014] [Arlington, VA #1015] [Richmond, VA #1016] [Charlotte, NC #1584] [Tampa, FL #0224] TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT This TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (
November 5, 2013	EX-10.90.07	MULTIFAMILY NOTE EX-10.90.07 10 esc-9302013xexhibit109007.htm EXHIBIT 10.90.07 Freddie Mac Loan Number: 534404944 Property Name: Emeritus at Kingsley Place Medical Center MULTIFAMILY NOTE (CME) MULTISTATE – FIXED RATE DEFEASANCE (Revised 4-25-2013) US $7,857,500.00 Effective Date: July 30, 2013 FOR VALUE RECEIVED, EMERIHRT MEDICAL CENTER LP, a Delaware limited partnership (together with such party’s or parties’ su
November 5, 2013	EX-10.83.07	MULTIFAMILY NOTE Freddie Mac Loan Number: 534404952 Property Name: Emeritus at Chenal Heights MULTIFAMILY NOTE (CME) MULTISTATE – FIXED RATE DEFEASANCE (Revised 4-25-2013) US $6,637,500.
November 5, 2013	EX-10.24.11	SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE Added Facility: [Springtree Facility] SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE THIS SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made and entered into as of June 28, 2013 (the “Amendment Date”), by and among each of the Persons whose signatures are affixed hereto and identified as “Lessors” (collectively, “Lessor”), on the one hand, and each of the Persons whose signatures are affixed hereto and identified as “Lessees” (collectively, and jointly and severally, “Lessee”), on the other hand, and consented to by Guarantors (as defined below), with respect to the following: R E C I T A L S A.
November 5, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (
November 5, 2013	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended September 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS CORPORATION (Exact name of regis
November 5, 2013	EX-10.97.01	MASTER LEASE AGREEMENT (Master Lease #7 –MG Facilities – Fannie Lease #2 (PNC)) CERTAIN LANDLORD ENTITIES IDENTIFIED HEREIN EMERITUS CORPORATION September 1, 2013 TABLE OF CONTENTS SECTION PAGE ARTICLE 1: LEASED PROPERTY, TERM AND DEFINITIONS 1 1.1 L MASTER LEASE AGREEMENT (Master Lease #7 –MG Facilities – Fannie Lease #2 (PNC)) BETWEEN CERTAIN LANDLORD ENTITIES IDENTIFIED HEREIN AND EMERITUS CORPORATION September 1, 2013 TABLE OF CONTENTS SECTION PAGE ARTICLE 1: LEASED PROPERTY, TERM AND DEFINITIONS 1 1.
November 5, 2013	EX-10.98.01	MASTER LEASE NHI-REIT OF OHIO, LLC, a Delaware limited liability company EMERITUS CORPORATION, a Washington corporation Emeritus at Halcyon Village MASTER LEASE between NHI-REIT OF OHIO, LLC, a Delaware limited liability company “Landlord” and EMERITUS CORPORATION, a Washington corporation “Tenant” Emeritus at Halcyon Village 05191N:091419:828868:7:NASHVILLE 5149360.
November 5, 2013	EX-10.38.2	LEASE AMENDMENT LEASE AMENDMENT THIS LEASE AMENDMENT made this 1st day of June, 2013, is an amendment to a Lease Agreement originally made as of April 21, 1998, (the "Lease") by and between CARRIAGE HILL CABIN JOHN, INC.
November 5, 2013	EX-10.90.06	(CME AND PORTFOLIO) After recording return to: James J. Schwert, Esquire Oppenheimer Wolff & Donnelly LLP Campbell Mithun Tower – Suite 2000 222 S. Ninth Street Minneapolis, MN 55402-3338 MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING TEXAS (CME AND PORTFOLIO) (Revised 9-1-2011) NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF
November 5, 2013	EX-10.83.06	MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (CME AND PORTFOLIO) (Revised 9-1-2011) MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (CME AND PORTFOLIO) (Revised 9-1-2011) This instrument prepared by and after recording return to: James J. Schwert, Esquire Oppenheimer Wolff & Donnelly LLP Campbell Mithun Tower – Suite 2000 222 S. Ninth Street Minneapolis, MN 55402-3338 MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ARKANSAS (CME AND PORTFOLIO) (Revised 9-1-2011) MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ARKANSAS (CME AND PORT
November 5, 2013	EX-10.90.04	(CME AND PORTFOLIO) Prepared by, and after recording return to: James J. Schwert, Esquire Oppenheimer Wolff & Donnelly LLP Campbell Mithun Tower – Suite 2000 222 S. Ninth Street Minneapolis, MN 55402-3338 Tax Parcel Number: 3560 North Progress Avenue Harrisburg, Pennsylvania 17110 MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT PENNSYLVANIA (CME AND PORTFOLIO) (Revised 9-1-2011) MULTIFAMILY MORTGAGE,
November 5, 2013	EX-31.1.2	CERTIFICATIONS Exhibit 31.1.2 CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
November 5, 2013	EX-31.1.1	CERTIFICATIONS Exhibit 31.1.1 CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
November 5, 2013	EX-32.1.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the nine months ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Execut
October 15, 2013	CORRESP	- October 15, 2013 VIA EDGAR Mr. Larry Spirgel Assistant Director United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Subject: Emeritus Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 4, 2013 Form 10-Q for the Quarter Ended June 30, 2013 Filed August 2, 2013 Response dated August 28, 2013 Response dated September 25, 2013 File
September 25, 2013	CORRESP	- September 25, 2013 VIA EDGAR Mr. Larry Spirgel Assistant Director United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Subject: Emeritus Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 4, 2013 Form 10-Q for the Quarter Ended June 30, 2013 Filed August 2, 2013 Response dated August 28, 2013 File No. 001-14012 Dear Mr. Spirgel:
September 6, 2013	8-K	Regulation FD Disclosure, Financial Statements and Exhibits - ESC UPDATES GUIDANCE U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 6, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number)
September 6, 2013	EX-99.1	EMERITUS UPDATES GUIDANCE Exhibit 99.1 NEWS RELEASE For Immediate Release EMERITUS UPDATES GUIDANCE SEATTLE, WA, September 6, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced a revision to 2013 guidance. Granger Cobb, President and Chief Executive Officer, commented, “While July results continued a strong monthly trend, our current leading key performance indicators ha
August 29, 2013	CORRESP	- Correspondence August 28, 2013 VIA EDGAR Mr. Larry Spirgel Assistant Director United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Subject: Emeritus Corporation Form 10-K for the Fiscal Year Ended December 31, 2012 Filed March 4, 2013 Form 10-Q for the Quarter Ended June 30, 2013 Filed August 2, 2013 File No. 001-14012 Dear Mr. Spirgel: This letter respond
August 2, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 d576151d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended June 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS CORPORATI
August 2, 2013	EX-31.1.2	CERTIFICATIONS EX-31.1.2 Exhibit 31.1.2 CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem
August 2, 2013	S-8 POS	- AMENDMENT NO.1 TO FORM S-8 Amendment No.1 To Form S-8 As filed with the Securities and Exchange Commission on August 2, 2013. Registration No. 333-167122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMERITUS CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1605464 (State or other jur
August 2, 2013	S-8	- FORM S-8 Form S-8 As filed with the Securities and Exchange Commission on August 2, 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMERITUS CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1605464 (State or other jurisdiction of incorporation or organization)
August 2, 2013	EX-32.1.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EX-32.1.1 Exhibit 32.1.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the six months ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Ex
August 2, 2013	EX-31.1.1	CERTIFICATIONS EX-31.1.1 Exhibit 31.1.1 CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
August 2, 2013	EX-32.1.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EX-32.1.2 Exhibit 32.1.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the six months ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chi
August 2, 2013	EX-10.4.4	NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE EX-10.4.4 Exhibit 10.4.4 NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE Emeritus Corporation (the “Company”) hereby grants to you a Restricted Stock Award (the “Award”) for shares of the Company’s Common Stock under the Company’s Non-Employee Director Equity Award Program (the “Program”), which
August 2, 2013	EX-10.4.5	NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT EX-10.4.5 Exhibit 10.4.5 NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Pursuant to your Restricted Stock Award Notice (the “Award Notice”) and this Restricted Stock Award Agreement (this “Agreement”), Emeritus Corporation (the “Company”) has granted you a Restricted Stock Award (the “Award”
August 1, 2013	EX-99.1	EMERITUS ANNOUNCES SECOND QUARTER 2013 OPERATING RESULTS NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES SECOND QUARTER 2013 OPERATING RESULTS SEATTLE, WA, August 1, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its second quarter 2013 results.
August 1, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IR
June 27, 2013	EX-99.01	EMERITUS SENIOR LIVING ANNOUNCES LEASE OF 38 COMMUNITIES NEWS RELEASE For Immediate Release EMERITUS SENIOR LIVING ANNOUNCES LEASE OF 38 COMMUNITIES SEATTLE, WA, June 27, 2013 - Emeritus Corporation (NYSE: ESC) (“Emeritus”), the nation’s largest provider of assisted living and memory care services, today announced that the Company has entered into definitive agreements with Health Care REIT, Inc.
June 27, 2013	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - MERRILL HCN LEASE ANNOUNCEMENT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 27, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS
June 3, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K FOR 2006 INCENTIVE PLAN AMENDMENT VOTE U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS
May 31, 2013	8-K	Submission of Matters to a Vote of Security Holders U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS
May 3, 2013	EX-10.94.05	Term Promissory Note in the amount of $20,000,000 dated February 25, 2013 between Nurse On Call, Inc. and subsidiaries and Cadence Bank, N.A. TERM PROMISSORY NOTE U.S. $20,000,000 as of February 25, 2013 FOR VALUE RECEIVED, NURSE ON CALL, INC., a Delaware corporation, NURSE-ON-CALL OF SOUTH FLORIDA, INC., a Florida corporation, “NURSE-ON-CALL” HOME CARE, INC., a Florida corporation, NURSE-ON-CALL OF BROWARD, INC., a Florida corporation, UNITY HOME HEALTH SERVICES, INC. a Florida corporation, and NURSE ON CALL OF TEXAS, INC., a Delaware
May 3, 2013	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle
May 3, 2013	EX-10.94.06	Amendment to Put/Call Agreement dated November 1, 2012 by and among Emeritus Corporation, EmeriCare NOC LLC and several Minority Members dated February 25, 2013. AMENDMENT TO PUT/CALL AGREEMENT This Amendment dated as of February 25, 2013 (this “Amendment”) to that certain Put/Call Agreement (the “Agreement”) dated as of November 1, 2012 by and among Emeritus Corporation (“Emeritus”), EmeriCare NOC LLC (“Buyer”) and each of the Minority Members set forth on the signature pages hereto and thereto.
May 3, 2013	EX-10.94.03	Term Credit Agreement dated February 25, 2013 among Nurse On Call, Inc. and subsidiaries, Home Health Care Holdings LLC, Emericare NOC LLC, Emeritus Properties III, LLC, and Emeritus Corporation, as Guarantors, and KeyBank National Association. EX-10.94.03 2 ex109403keybanknoccreditagre.htm KEYBANK NOC CREDIT AGREEMENT ETERM CREDIT AGREEMENT DATED AS OF FEBRUARY 25, 2013 AMONG NURSE ON CALL, INC. AND THE WHOLLY OWNED SUBSIDIARIES THEREOF SIGNATORY HERETO as Borrowers, HOME HEALTH CARE HOLDINGS, LLC, EMERICARE NOC LLC, EMERITUS PROPERTIES III, LLC AND EMERITUS CORPORATION, as Guarantors, AND KEYBANK NATIONAL ASSOCIATION, as a Lender and A
May 3, 2013	EX-10.96.01	Diablo Lodge lease dated January 15, 2013 between Diablo Lodge, LLC, Landlord, and Emeritus Corporation, Tenant. EXECUTION COPY LEASE AGREEMENT (Diablo Lodge) THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of January 15, 2013 (the “Effective Date”) by and between Diablo Lodge, LLC, a California limited liability company (“Landlord”), and Emeritus Corporation, a Washington corporation and/or its designees (“Tenant”) IN CONSIDERATION of the mutual covenants contained herein, Landlord and Tenant hereby agree as follows: 1.
May 3, 2013	EX-10.94.04	Term Promissory Note in the amount of $30,000,000 dated February 25, 2013 between Nurse On Call, Inc. and subsidiaries and KeyBank National Association TERM PROMISSORY NOTE U.S. $30,000,000 as of February 25, 2013 FOR VALUE RECEIVED, NURSE ON CALL, INC., a Delaware corporation, NURSE-ON-CALL OF SOUTH FLORIDA, INC., a Florida corporation, “NURSE-ON-CALL” HOME CARE, INC., a Florida corporation, NURSE-ON-CALL OF BROWARD, INC., a Florida corporation, UNITY HOME HEALTH SERVICES, INC. a Florida corporation, and NURSE ON CALL OF TEXAS, INC., a Delaware
May 3, 2013	EX-32.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three months ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chief Financial Officer o
May 3, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION 10-Q 1 firstqtr201310q.htm 10-Q FIRST QUARTER 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended March 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS COR
May 3, 2013	EX-32.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three months ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Executive Officer of the
May 3, 2013	EX-31.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
May 2, 2013	EX-99.1	EMERITUS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER 2013 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER 2013 SEATTLE, WA, May 2, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its first quarter 2013 results.
May 2, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - PRESS RELEASE FIRST QUARTER 2013 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E
April 9, 2013	DEF 14A	- EMERITUS CORPORATION PROXY 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check appropriate box: £ Preliminary Proxy Statement £ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy Statement
March 29, 2013	SC 13D/A	ESC / Emeritus Corp / BATY DANIEL R - SC 13D/A Activist Investment SC 13D/A CUSIP No. 291005 10 6 Schedule 13D Page 1 of 11 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) (Amendment No. 12) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 2910
March 19, 2013	SC 13D/A	ESC / Emeritus Corp / AP Summerville, LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 4) Emeritus Corporation (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 291005106 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 3
March 18, 2013	8-K	Financial Statements and Exhibits, Other Events U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IR
March 18, 2013	EX-99.1	EMERITUS CORPORATION (a Washington corporation) 7,973,600 Shares of Common Stock UNDERWRITING AGREEMENT EX-99.1 Exhibit 99.1 EXECUTION COPY EMERITUS CORPORATION (a Washington corporation) 7,973,600 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 12, 2013 EMERITUS CORPORATION (a Washington corporation) 7,973,600 Shares of Common Stock UNDERWRITING AGREEMENT March 12, 2013 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Ladies and Gentlemen: Emeritus Corporation, a Washington
March 18, 2013	EX-99.2	Information Relating to Item 14 – Other Expenses of Issuance and Distribution EX-99.2 Exhibit 99.2 Information Relating to Item 14 – Other Expenses of Issuance and Distribution The estimated expenses to be paid by Emeritus Corporation (the “Company”) in connection with the issuance and distribution of the Company’s common stock being offered pursuant to the Company’s shelf registration statements, File Nos. 333-187175, and a prospectus supplement dated March 12, 2013, other
March 14, 2013	424B3	CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Stock, par value $0.0001 per share 9,169, Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.
March 13, 2013	EX-99.1	EMERITUS ANNOUNCES PRICING OF SECONDARY PUBLIC OFFERING NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES PRICING OF SECONDARY PUBLIC OFFERING SEATTLE, WA, March 12, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced the pricing of its previously announced secondary public offering of 7,973,600 common shares at a public offering price of $27.
March 13, 2013	8-K	Financial Statements and Exhibits, Other Events U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IR
March 12, 2013	8-K	Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Nu
March 12, 2013	424B3	Subject to Completion. Dated March 11, 2013. Filed Pursuant to Rule 424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.
March 12, 2013	EX-99.1	EMERITUS LAUNCHES SECONDARY PUBLIC OFFERING EX-99.1 2 d500691dex991.htm PRESS RELEASE Exhibit 99.1 NEWS RELEASE For Immediate Release EMERITUS LAUNCHES SECONDARY PUBLIC OFFERING SEATTLE, WA, March 11, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced that it has launched a secondary public offering of common shares pursuant to a shelf registration statement on Form S-3 filed today with t
March 11, 2013	EX-4.1	EMERITUS CORPORATION [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 EX-4.1 2 d496095dex41.htm EX-4.1 Exhibit 4.1 EMERITUS CORPORATION ISSUER TO , TRUSTEE INDENTURE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311 (a) TIA (b) TIA 312
March 11, 2013	EX-4.2	EMERITUS CORPORATION CONVERTIBLE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 EX-4.2 Exhibit 4.2 EMERITUS CORPORATION ISSUER TO , TRUSTEE INDENTURE CONVERTIBLE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311 (a) TIA (b) TIA 312 (a) 7.1 (b) 7
March 11, 2013	EX-12.1	EMERITUS CORPORATION Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Year Ended December 31, 2012 2011 2010 2009 2008 Net loss $ (85,075 ) $ (72,263 ) $ (57,842 ) $ (54,818 ) $ (104,939 ) Loss from discontinued operations 7,7 EX-12.1 Exhibit 12.1 EMERITUS CORPORATION Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Year Ended December 31, 2012 2011 2010 2009 2008 Net loss $ (85,075 ) $ (72,263 ) $ (57,842 ) $ (54,818 ) $ (104,939 ) Loss from discontinued operations 7,705 21,570 1,345 1,335 2,043 Income tax expense (benefit) (1,158 ) 1,019 (762 ) 336 1,020 (Earnings) losses of less-than-50%-owned
March 11, 2013	S-3ASR	- FORM S-3ASR FORM S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 11, 2013 Registration 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 11, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K Form 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2012 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Num
March 8, 2013	EX-99.1	EMERITUS REPORTS UNFAVORABLE JURY VERDICT IN PROFESSIONAL LIABILITY CASE NEWS RELEASE For Immediate Release EMERITUS REPORTS UNFAVORABLE JURY VERDICT IN PROFESSIONAL LIABILITY CASE SEATTLE, WA, March 8, 2013 - Emeritus Corporation (NYSE: ESC) (the “Company”), a national provider of senior living services, today reported that a Sacramento County Superior Court jury returned a verdict against the Company in a professional liability case.
March 8, 2013	8-K	Financial Statements and Exhibits, Other Events - LAW SUIT 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 8, 2013 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS
March 4, 2013	EX-32.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Emeritus Corporation (the “Company”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Robert C. Bateman, Chief Financial Officer of the Compa
March 4, 2013	EX-10.95.01	Security Agreement dated November 1, 2012 by and between Emerichip Phoenix LLC and KeyCorp Real Estate Capital Markets, Inc. SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") made as of the 1st day of November, 2012, by and between EMERICHIP PHOENIX LLC, a Delaware limited liability company, with offices at 3131 Elliott Ave.
March 4, 2013	EX-21.1	Subsidiaries of the registrant. LIST OF SUBSIDIARIES EMERITUS CORPORATION Consolidated Subsidiaries as of December 31, 2012 COMPANY STATE FORM Batus, LLC DE Limited Liability Company BREA Emeritus, LLC DE Limited Liability Company BREA Atlanta Court LLC DE Limited Liability Company BREA Atlanta Gardens LLC DE Limited Liability Company BREA Boynton Beach LLC DE Limited Liability Company BREA BREA LLC DE Limited Liability Company
March 4, 2013	EX-10.78.13	Promissory Note dated October 31, 2012 between HCP, Inc. and Emeritus Corporation in the amount of $52.0 million. PROMISSORY NOTE $52,000,000 October 31, 2012 FOR VALUE RECEIVED, Emeritus Corporation, a Washington corporation (“Borrower”) promises and agrees to pay HCP, Inc.
March 4, 2013	EX-10.78.12	Loan Agreement dated October 31, 2012 between HCP, Inc. and Emeritus Corporation EXECUTION VERSION HCP, INC., as Lender, and EMERITUS CORPORATION, as Borrower LOAN AGREEMENT Dated as of: October 31, 2012 DOCUMENT PREPARED BY: Paul, Weiss, Rifkind, Wharton & Garrison, LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Harris B. Freidus TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Definitions 10 Section 1.3 Phrases 10 Se
March 4, 2013	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadi
March 4, 2013	EX-10.4.3	EMERITUS CORPORATION EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (2013-2016 Performance Period) Emeritus Corporation (the "Company") hereby grants to you a Restricted Stock Award (the "Award") for shares of the Company's Common Stock under the Company's Amended and Restated 2006 Equity Incentive Plan (the "Plan").
March 4, 2013	EX-10.78.08	Purchase and Sale Agreement dated October 16, 2012 by and among BRE/SW Portfolio LLC, the seller entities, HCP, Inc., and Emeritus Corporation EXECUTION VERSION PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of October 16, 2012 (the “Execution Date”) by and among BRE/SW Portfolio LLC, a Delaware limited liability company (“Seller JV”), those owner entities listed on Schedule 1 (the Seller JV and each such entity, a “Seller” and, collectively, “Sellers”), HCP, Inc.
March 4, 2013	EX-10.78.10	First Amendment to Master Lease and Security Agreement dated December 4, 2012 by and between affiliates of HCP, Inc. and Emeritus Corporation Exhibit 10.78.10 Execution Version FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made as of December 4, 2012 (the “Effective Date”), by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware lim
March 4, 2013	EX-32.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Emeritus Corporation (the “Company”) on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Granger Cobb, Chief Executive Officer of the Company, c
March 4, 2013	EX-31.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi
March 4, 2013	EX-10.90.03	MODIFICATION OF LOAN DOCUMENTS MODIFICATION OF LOAN DOCUMENTS THIS MODIFICATION OF LOAN DOCUMENTS (this "Agreement") is entered into and effective for all purposes the 7th day of September, 2012, by and among EMERIHRT ROANOKE LLC, a Delaware limited liability company (“Roanoke”), EMERIHRT CREEKVIEW LLC, a Delaware limited liability company (“Creekview”), EMERICHIP STOCKTON LLC, a Delaware limited liability company (“Stockton”),
March 4, 2013	EX-10.95.02	Deed of Trust dated November 1, 2012 by and between Emerichip Phoenix LLC and KeyCorp Real Estate Capital Markets, Inc. Record and Return to: Harrison C. Smith, Esq. Krooth & Altman LLP 1850 M Street NW, Suite 400 Washington, DC 20036 DEED OF TRUST With Assignment of Rents THIS DEED OF TRUST, made as of the first day of November, 2012, by and between, EMERICHIP PHOENIX LLC, a limited liability company organized and existing under the laws of the State of Delaware, with offices at 3131 Elliott Ave., Suite 500, Seatt
March 4, 2013	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS CORPORATION (Exact name of registrant as spec
March 4, 2013	EX-10.78.09	Master Lease and Security Agreement dated October 31, 2012 between affiliates of HCP, Inc. and Emeritus Corporation EX-10.78.09 4 ex107809masterlease.htm EX 10.78.09 HCP MASTER LEASE Exhibit 10.78.09 Execution Version [THIS LEASE IS NOT TO BE RECORDED] MASTER LEASE AND SECURITY AGREEMENT between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, H
March 4, 2013	EX-10.94.01	Unit Purchase Agreement dated November 1, 2012 among Home Health Care Holdings, LLC, Emeritus Corporation, EmeriCare NOC LLC, the members of Home Health Care Holdings, LLC, and Kinderhook Industries, Inc. as seller representative. EXECUTION COPY UNIT PURCHASE AGREEMENT AMONG HOME HEALTH CARE HOLDINGS, LLC, EMERITUS CORPORATION, EMERICARE NOC LLC, THE MEMBERS OF HOME HEALTH CARE HOLDINGS, LLC AND KINDERHOOK INDUSTRIES, LLC, AS SELLER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2012 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE PRICE; DEFINITIONS 1 Section 1.
March 4, 2013	EX-10.94.02	Put/Call Agreement dated November 1, 2012 by and among Emeritus Corporation, EmeriCare NOC LLC, and the Minority Members. PUT/CALL AGREEMENT This Put/Call Agreement (this "Agreement") is made as of November 1, 2012 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), and each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members").
March 4, 2013	EX-10.83.05	Loan Modification Agreement dated November 30, 2012 by KeyBank N.A., Emerichenal LLC, Emericlear LLC and Emeritus Corporation. LOAN MODIFICATION AGREEMENT This LOAN MODIFICATION AGREEMENT (this “Agreement”) dated November 30, 2012, is made by KEYBANK NATIONAL ASSOCIATION, a national banking association, (“Lender”) EMERICHENAL LLC, a Delaware limited liability company, and EMERICLEAR LLC, a Delaware limited liability company, (collectively, “Borrowers”), and EMERITUS CORPORATION, a Washington corporation (“Guarantor”).
February 28, 2013	EX-99.1	EMERITUS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER AND FULL YEAR 2012 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES OPERATING RESULTS FOR FOURTH QUARTER AND FULL YEAR 2012 SEATTLE, WA, February 28, 2013 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its fourth quarter and full year 2012 results.
February 28, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K FOR 2012 PRESS RELEASE U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2012 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number)
November 19, 2012	EX-99.1	EMERITUS SENIOR LIVING ANNOUNCES CLOSING OF NURSE ON CALL ACQUISITION EX-99.1 3 nocpressrelease.htm NURSE ON CALL PRESS RELEASE NEWS RELEASE For Immediate Release EMERITUS SENIOR LIVING ANNOUNCES CLOSING OF NURSE ON CALL ACQUISITION SEATTLE, WA, November 16, 2012 - Emeritus Corporation (NYSE: ESC) (“Emeritus” or the “Company”), the nation’s largest provider of assisted living and memory care services, today closed the previously announced acquisition of Nurse on Cal
November 19, 2012	EX-10.95.01	UNIT PURCHASE AGREEMENT HOME HEALTH CARE HOLDINGS, LLC, EMERITUS CORPORATION, EMERICARE NOC LLC, THE MEMBERS OF HOME HEALTH CARE HOLDINGS, LLC AND KINDERHOOK INDUSTRIES, LLC, AS SELLER REPRESENTATIVE EX-10.95.01 2 ex109501unitpurchagreement.htm UNIT PURCHASE AGREEMENT EXECUTION COPY UNIT PURCHASE AGREEMENT AMONG HOME HEALTH CARE HOLDINGS, LLC, EMERITUS CORPORATION, EMERICARE NOC LLC, THE MEMBERS OF HOME HEALTH CARE HOLDINGS, LLC AND KINDERHOOK INDUSTRIES, LLC, AS SELLER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2012 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE PRICE; DEFINITIONS 1 Section 1.1 Purcha
November 19, 2012	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - NURSE ON CALL PRESS RELEASE 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2012 (November 16, 2012) EMERITUS CORPORATION (Exact Name of Registrant as Specified in Charter) Washington 1-14012 91-1605464 (State or other Jurisdiction of Incorporati
November 6, 2012	EX-32.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chief Financ
November 6, 2012	EX-31.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
November 6, 2012	EX-32.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three and nine months ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Executive O
November 6, 2012	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle
November 6, 2012	EX-10.93.03	Term Loan Note in the amount of $6,800,000 dated as of July 13, 2012 among Emerichip Walla Walla LLC (Borrower) and Midcap Funding VIII, LLC (together with its successors and assigns, Lender) TERM LOAN NOTE $ 6,800,000 July 13, 2012 FOR VALUE RECEIVED, EMERICHIP WALLA WALLA LLC, a Delaware limited liability company (“Borrower”), hereby unconditionally promises to pay to the order of MIDCAP FUNDING VIII, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”) at the office of Agent (as defined herein) at 7255 Woodmont Avenue, Suite 200, Bethesda, MD 20814, or at such other place as Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, in the principal sum of Six Million Eight Hundred Thousand and No/100 Dollars ($6,800,000.
November 6, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended September 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITUS CORPORATION (Exact name of registrant as specified
November 6, 2012	EX-10.93.01	Credit and Security Agreement dated as of July 13, 2012 by and among Emerichip Walla Walla LLC and Midcap Funding VIII, LLC Execution CREDIT AND SECURITY AGREEMENT dated as of July 13, 2012 by and among EMERICHIP WALLA WALLA LLC, as Borrower and MIDCAP FUNDING VIII, LLC, as Administrative Agent and as a Lender and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO CHICAGO/#2321168.
November 6, 2012	EX-10.93.02	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of July 31, 2012 by and among Emerichip Walla Walla LLC (Grantor), Stewart Title Guaranty Company (Trustee), and Midcap Funding VIII, LLC (Beneficiary) When recorded return to Vedder, Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 Attn: Thomas E. Schnur (AT) DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING Grantor: EMERICHIP WALLA WALLA LLC Trustee : STEWART TITLE GUARANTY COMPANY Beneficiary: MIDCAP FUNDING VIII, LLC Legal (Abbreviated): Additional Legal description is on Exhibit A attached. Tax Parcel No: 3
November 5, 2012	EX-99.1	EMERITUS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER 2012 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES OPERATING RESULTS FOR THIRD QUARTER 2012 SEATTLE, WA, November 5, 2012 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its third quarter 2012 results.
November 5, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K EARNINGS RELEASE 3RD QUARTER 2012 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2012 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (
October 22, 2012	SC 13D/A	ESC / Emeritus Corp / SARATOGA PARTNERS IV L P - SCH-13D/A AMENDMENT #15 SARATOGA OCT 2012 Activist Investment CUSIP No. 291005 10-6 Page 1 of 13 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 15) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 291005106 (CUSIP Number of
October 17, 2012	EX-99.1	EMERITUS SENIOR LIVING ANNOUNCES SALE OF JOINT VENTURE ASSETS FOR $1.8 BILLION - Emeritus to Realize Approximately $140 Million in Proceeds - - Retains Operations of 142 Communities - NEWS RELEASE For Immediate Release EMERITUS SENIOR LIVING ANNOUNCES SALE OF JOINT VENTURE ASSETS FOR $1.
October 17, 2012	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - HCP 8-K PURCHASE AND LEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2012 (October 16, 2012) EMERITUS CORPORATION (Exact Name of Registrant as Specified in Charter) Washington 1-14012 91-1605464 (State or other Jurisdiction of Incorporation
October 11, 2012	SC 13D/A	ESC / Emeritus Corp / SARATOGA PARTNERS IV L P - SCH-13D/A AMENDMENT #14 SARATOGA OCT 2012 Activist Investment CUSIP No. 291005 10-6 Page 1 of 13 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 14) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 291005106 (CUSIP Number of
October 2, 2012	SC 13D/A	ESC / Emeritus Corp / EMERITUS CORP\WA\ - SCH-13D/A AMENDMENT #13 SARATOGA OCT 2012 Activist Investment SC 13D/A 1 sch13da13saratoga122010.htm SCH-13D/A AMENDMENT #13 SARATOGA OCT 2012 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 13) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class o
October 2, 2012	SC 13D/A	ESC / Emeritus Corp / EMERITUS CORP\WA\ - SCH-13D/A AMENDMENT #13 SARATOGA OCT 2012 Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 13) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 291005106 (CUSIP Number of Class of Securities) Richard A. Petrocel
October 2, 2012	SC 13D/A	ESC / Emeritus Corp / EMERITUS CORP\WA\ - SCH-13D/A AMENDMENT #13 SARATOGA OCT 2012 Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 13) EMERITUS CORPORATION (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 291005106 (CUSIP Number of Class of Securities) Richard A. Petrocel
August 3, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION 10-Q 1 esc10q2ndquarter2012.htm 10-Q SECOND QUARTER 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITU
August 3, 2012	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle
August 3, 2012	EX-10.83.04	Consolidated, Amended and Restated Multifamily Note between Emerimand and Keycorp Real Estate Capital Markets, Inc CONSOLIDATED, AMENDED AND RESTATED MULTIFAMILY NOTE This CONSOLIDATED, AMENDED AND RESTATED MULTIFAMILY NOTE is made and entered into as of June 19, 2012, by and between EMERIMAND LLC, a Delaware limited liability company (“Borrower”) and KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
August 3, 2012	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three and six months ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chief Financial Of
August 3, 2012	EX-31.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
August 3, 2012	EX-31.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three and six months ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Executive Officer
August 3, 2012	EX-10.83.03	Multifamily Loan and Security Agreement between Emerimand LLC and Keycorp Real Estate Capital Markets, Inc. MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) (SENIORS HOUSING) BY AND BETWEEN EMERIMAND LLC, a Delaware limited liability company AND KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
August 2, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 2, 2012 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IR
August 2, 2012	EX-99.1	EMERITUS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER 2012 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES OPERATING RESULTS FOR SECOND QUARTER 2012 SEATTLE, WA, August 2, 2012 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its second quarter 2012 results.
May 10, 2012	8-K	Submission of Matters to a Vote of Security Holders - 8-K FOR VOTING RESULTS AT ANNUAL MEETING U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 09, 2012 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS
May 4, 2012	EX-32.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three months ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Granger Cobb, Chief Executive Officer of the
May 4, 2012	EX-10.42.4	Lease Combination Agreement and Amendment of Lease dated as of June 29, 2011 by and among Ventas Realty, Limited Partnership and Ventas Fairwood, LLC, as Landlord, and SW Assisted Living, LLC, Summerville at Heritage Place, LLC, Summerville at Barrington Court LLC, Summerville at Roseville Gardens LLC, Summerville 17 LLC, and Summerville at Fairwood Manor, LLC as Tenant. LEASE COMBINATION AGREEMENT AND AMENDMENT TO LEASE BY VENTAS REALTY, LIMITED PARTNERSHIP AND VENTAS FAIRWOOD, LLC AS LANDLORD, AND SW ASSISTED LIVING, LLC, SUMMERVILLE AT HERITAGE PLACE, LLC, SUMMERVILLE AT BARRINGTON COURT LLC, SUMMERVILLE AT ROSEVILLE GARDENS LLC, SUMMERVILLE 17 LLC, AND SUMMERVILLE AT FAIRWOOD MANOR, LLC AS TENANT DATED AS OF June 29, 2011 676667 LEASE COMBINATION AGREEMENT AND
May 4, 2012	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle
May 4, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION 10-Q 1 esc10q1stquarter2012.htm 10-Q FIRST QUARTER 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 For the quarterly period ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14012 EMERITU
May 4, 2012	EX-31.1.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 CERTIFICATIONS I, Granger Cobb, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
May 4, 2012	EX-32.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Emeritus Corporation (the “Company”) on Form 10-Q for the three months ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Robert C. Bateman, Chief Financial Officer o
May 4, 2012	EX-10.42.5	Second Amendment to Master Lease dated as of February 24, 2012 by and among Ventas Realty, Limited Partnership and SW Assisted Living, LLC, Summerville at Heritage Place, LLC, Summerville at Barrington Court LLC, Summerville at Roseville Gardens LLC, Summerville 17 LLC, and Summerville at Fairwood Manor, LLC. South Windsor, CT (South Windsor) Tracy, CA (Heritage Place) Danville, CA (Barrington Court) Roseville, CA (Somer Park/Roseville) Deerfield Beach, FL (Deer Creek) Anaheim, CA (Fairwood Manor) SECOND AMENDMENT TO MASTER LEASE BY AND AMONG VENTAS REALTY, LIMITED PARTNERSHIP AS LANDLORD, AND SW ASSISTED LIVING, LLC, SUMMERVILLE AT HERITAGE PLACE, LLC, SUMMERVILLE AT BARRINGTON COURT LLC, SUMMERVILLE AT ROSEVILLE GARDENS LLC, SUMMERVILLE 17 LLC, AND SUMMERVILLE AT FAIRWOOD MANOR, LLC AS TENANT DATED AS OF FEBRUARY 24, 2012 7567032.
May 3, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K FOR EARNINGS PRESS RELEASE Q1 2012 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 3, 2012 EMERITUS CORPORATION (Exact name of registrant as specified in charter) Washington 1-14012 91-1605464 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E
May 3, 2012	EX-99.1	EMERITUS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER 2012 EX-99.1 2 escearningspressrelease.htm EARNINGS PRESS RELEASE Q1 2012 NEWS RELEASE For Immediate Release EMERITUS ANNOUNCES OPERATING RESULTS FOR FIRST QUARTER 2012 SEATTLE, WA, May 3, 2012 - Emeritus Corporation (NYSE: ESC), a national provider of senior living services, today announced its first quarter 2012 results. Operating Summary for First Quarter 2012 Compared to First Quarter 2011 · Total
March 19, 2012	DEF 14A	- EMERITUS CORPORATION PROXY 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check appropriate box: £ Preliminary Proxy Statement £ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy Statement
March 8, 2012	EX-10.91.02	Multifamily Note dated December 22, 2011 (effective December 29, 2011) by and between Emerihrt Bloomsburg LLC and KeyCorp Real Estate Capital Markets, Inc. MULTIFAMILY NOTE US $6,502,000.00 Dated as of December 22, 2011, and is made effective as of December 29, 2011 FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (“Lender”), the principal amount of Six Million Five Hundred Two Thousand and No/100 Dollars (US $6,502,000.00) (the “Mortgage Loan”), together w
March 8, 2012	EX-21.1	Subsidiaries of the registrant. EMERITUS CORPORATION Consolidated Subsidiaries as December 31, 2011 Exhibit 21.1 COMPANY STATE FORM Active Life Rehab Inc. DE Corporation Batus, LLC DE Limited Liability Company BREA Emeritus, LLC DE Limited Liability Company BREA Atlanta Court LLC DE Limited Liability Company BREA Atlanta Gardens LLC DE Limited Liability Company BREA Boynton Beach LLC DE Limited Liability Company BREA BREA LLC DE
March 8, 2012	EX-31.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the CERTIFICATIONS I, Robert C. Bateman, Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Emeritus Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadi
March 8, 2012	EX-10.89.03	Promissory Note dated September 29, 2011 in the amount of $4.6 million by and between Emeripark SC LLC, Emeri-Sky SC LLC, Emerivill SC, LLC, Heritage Hills Retirement, Inc. and First Commercial Bank, a division of Synovus Bank. PROMISSORY NOTE $4,600,000.00 Birmingham, Alabama September 29, 2011 FOR VALUE RECEIVED, the undersigned EMERIPARK SC LLC, a Delaware limited liability company, EMERI-SKY SC LLC, a Delaware limited liability company, EMERIVILL SC LLC, a Delaware limited liability company, and HERITAGE HILLS RETIREMENT, INC., a North Carolina corporation, having an address at 3131 Elliott Avenue, Suite 500, Seattle
March 8, 2012	EX-10.89.01	Loan Agreement dated September 29, 2011 by and between Emeripark SC LLC, Emeri-Sky SC LLC, Emerivill SC, LLC, Heritage Hills Retirement, Inc. and First Commercial Bank, a division of Synovus Bank. LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made as of September 29, 2011, by and between EMERIPARK SC LLC, a Delaware limited liability company (“Emeripark”), EMERI-SKY SC LLC, a Delaware limited liability company (“Emeri-Sky”), EMERIVILL SC LLC, a Delaware limited liability company (“Emerivill”), and HERITAGE HILLS RETIREMENT, INC.
March 8, 2012	EX-10.36.4	Purchase Option Agreement dated October 1, 2011 by and between Emeritus Corporation and Dale E. Patterson. PURCHASE OPTION AGREEMENT THIS AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2011, by and between Emeritus Corporation, a Washington corporation ("Emeritus") and Dale E Patterson, an individual ("Seller”).
March 8, 2012	EX-32.1.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Emeritus Corporation (the “Company”) on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Annual Report”), I, Robert C. Bateman, Chief Financial Officer of the Compa
March 8, 2012	EX-10.91.01	Multifamily Loan and Security Agreement dated December 22, 2011 (effective December 29, 2011) by and between Emerihrt Bloomsburg LLC and KeyCorp Real Estate Capital Markets, Inc. MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) (SENIORS HOUSING) BY AND BETWEEN EMERIHRT BLOOMSBURG LLC, a Delaware limited liability company AND KEYCORP REAL ESTATE CAPITAL MARKETS, INC.

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