0001193125-14-053650.txt : 20140214 0001193125-14-053650.hdr.sgml : 20140214 20140214121113 ACCESSION NUMBER: 0001193125-14-053650 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: JOHN KHOURY GROUP MEMBERS: LONG POND CAPITAL GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMERITUS CORP\WA\ CENTRAL INDEX KEY: 0001001604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 911605464 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45305 FILM NUMBER: 14613212 BUSINESS ADDRESS: STREET 1: 3131 ELLIOTT AVENUE STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2062982909 MAIL ADDRESS: STREET 1: 3131 ELLIOTT AVE STE 500 CITY: SEATTLE STATE: WA ZIP: 98121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Long Pond Capital, LP CENTRAL INDEX KEY: 0001499066 IRS NUMBER: 273090149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.351.1950 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d674463dsc13g.htm SC 13G 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, $0.0001 par value

(Title of Class of Securities)

291005106

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

 

 

1


CUSIP No. 291005106   13G    

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Long Pond Capital, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,676,740

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,676,740

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,676,740

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.6% **

12  

TYPE OF REPORTING PERSON*

 

PN, IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

2


CUSIP No. 291005106   13G    

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Long Pond Capital GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,676,740

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,676,740

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,676,740

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.6% **

12  

TYPE OF REPORTING PERSON*

 

OO, HC

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

3


CUSIP No. 291005106   13G    

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

John Khoury

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canadian Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

2,676,740

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

2,676,740

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,676,740

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.6% **

12  

TYPE OF REPORTING PERSON*

 

IN, HC

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

4


SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Long Pond Capital, LP, a Delaware limited partnership (“Long Pond LP”), Long Pong Capital GP, LLC, a Delaware limited liability company (“Long Pond LLC”), and John Khoury, the principal of Long Pond LP, relating to Common Stock, $0.0001 par value (“Common Stock”), of Emeritus Corporation, a Washington corporation (the “Issuer”).

This Schedule 13G relates to Common Stock of the Issuer purchased by Long Pond LP through the accounts of certain private funds (collectively, the “Funds”). Long Pond LP serves as the investment manager to the Funds and may direct the vote and dispose of the 2,676,740 shares of Common Stock held by the Funds. Long Pond LLC serves as the general partner of Long Pond LP and may direct Long Pond LP to direct the vote and disposition of the 2,676,740 shares of Common Stock held by the Funds. As the principal of Long Pond LP, Mr. Khoury may direct the vote and disposition of the 2,676,740 shares of Common Stock held by the Funds.

 

Item 1(a) Name of Issuer.

Emeritus Corporation

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

3131 Elliott Avenue

Suite 500

Seattle, WA 98121

 

Item 2(a) Name of Person Filing.

Long Pond Capital, LP (“Long Pond LP”), Long Pond Capital GP, LLC (“Long Pond LLC”) and John Khoury.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

527 Madison Avenue, 15th Floor

New York, NY 10022

 

Item 2(c) Citizenship or Place of Organization.

Long Pond LP is a limited partnership organized under the laws of the State of Delaware. Long Pond LLC is a limited liability company organized under the laws of the State of Delaware. Mr. Khoury is the principal of Long Pond LP and is a Canadian citizen.

 

5


Item 2(d) Title of Class of Securities.

Common Stock, $0.0001 par value (“Common Stock”).

 

Item 2(e) CUSIP Number.

291005106

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)    x    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)    x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) Long Pond LP, Long Pond LLC and Mr. Khoury are the beneficial owners of 2,676,740 shares of Common Stock.

 

  (b) Long Pond LP, Long Pond LLC and Mr. Khoury are the beneficial owners of 5.6% of the outstanding shares of Common Stock. This percentage is determined by dividing 2,676,740 by 47,735,709, the number of shares of Common Stock issued and outstanding as of October 25, 2013, as reported in the Issuer’s most recent Form 10-Q filed on November 5, 2013.

 

6


  (c) Long Pond LP, as the investment manager of the Funds, may direct the vote and dispose of the 2,676,740 shares of Common Stock held by the Funds. Long Pond LLC, as the general partner of Long Pond LP, may direct it to direct the vote and dispose of the 2,676,740 shares of Common Stock held by the Funds. As the principal of Long Pond LP, Mr. Khoury may direct the vote and disposition of the 2,676,740 shares of Common Stock held by the Funds.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

The Funds have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of securities.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits Exhibit 99.1

Joint Filing Agreement dated February 14, 2014, by and among Long Pond LP, Long Pond LLC and Mr. Khoury.

 

7


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014

 

LONG POND CAPITAL, LP
By:   Long Pond Capital GP, LLC, general partner
By:  

 /s/ John Khoury

  John Khoury
  Authorized Person
LONG POND CAPITAL GP, LLC
By:  

 /s/ John Khoury

  John Khoury
  Authorized Person

 /s/ John Khoury

John Khoury

 

8

EX-99.1 2 d674463dex991.htm EX-99.1 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 this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2014.

 

LONG POND CAPITAL, LP
By:   Long Pond Capital GP, LLC, general partner
By:  

 /s/ John Khoury

  John Khoury
  Authorized Person
LONG POND CAPITAL GP, LLC
By:  

 /s/ John Khoury

  John Khoury
  Authorized Person

 /s/ John Khoury

John Khoury