Effective December 1, 2012, Genesis HealthCare, one of the nation's largest providers of skilled nursing and rehabilitation care, completed the acquisition of Sun Healthcare Group, Inc. Under the terms of the agreement, Genesis HealthCare acquired Sun Healthcare for $8.50 per share of common stock in cash. Click here for more information on Genesis HealthCare.

Frequently Asked Questions Regarding the Acquisition of Sun Healthcare Group, Inc.
by Genesis Healthcare LLC

When did Genesis HealthCare LLC acquire Sun Healthcare Group, Inc.?
Genesis completed its acquisition of Sun effective as of December 1, 2012.

What will happen to Sun's common stock?
Sun's common stock, formerly traded on the NASDAQ Global Select Market under the ticker symbol SUNH, ceased trading on December 3, 2012 in conjunction with the close of the acquisition.  Each outstanding share of Sun’s common stock has been converted into the right to receive $8.50 in cash, subject to applicable withholding taxes, if any.

When should Sun’s stockholders expect to receive payment for their shares?
If you are a registered holder, you should receive a payment from American Stock Transfer & Trust Company in December 2012. If you held Sun stock through your stock broker, then your stock broker should receive the payment on your behalf in December 2012. In either case, you should not need to take any action in order to receive payment.

What if I hold Sun stock and I do not receive a payment?
If you do not receive a payment, and you are a registered stockholder, please call American Stock Transfer & Trust Company, who is acting as the Paying Agent in this acquisition. They can be reached at 800-937-5449.  If you do not receive payment and your shares are held through your stock broker, you should call your stock broker.

Should I do anything with my old Sun stock certificates?
On November 15, 2010, Sun completed a restructuring pursuant to which its old common stock was exchanged for shares of new common stock.  At that time, Sun discontinued using paper stock certificates.  As a result, stock certificates for Sun stock are no longer valid.  However, if you held stock certificates representing old Sun common stock on November 15, 2010, then you would have received new Sun common stock and it would have been held electronically in your name in book entry form by American Stock Transfer.

What is the tax treatment of the payment on my shares of common stock?
The receipt of cash for shares of Sun common stock will be a taxable transaction for U.S. citizens for federal income tax purposes and it will result in a capital gain or loss.  Stockholders are strongly encouraged to consult their tax advisors regarding the tax treatment of the payment, the calculation of the amount of the gain or loss and whether such gain or loss is long-term or short-term.

How do I determine the tax basis in my shares if I purchased my stock prior to November 15, 2010?
Pursuant to Sun’s restructuring on November 15, 2010, new Sun stockholders received one share of new Sun common stock and one share of Sabra Health Care REIT, Inc. for every three shares of old Sun common stock that they held.  The new Sun common stock was issued as a dividend, and as such all shares of new Sun common Stock issued on November 15 have a tax basis of $10.945.  The tax basis of the shares of Sabra stock issued on November 15 is calculated using your tax basis of the old Sun common stock.  For a more full discussion on the restructuring and the calculation of the tax basis of the new Sun and Sabra common stock, please refer to the Sun and Sabra Common Stock Calculation.

Where can Sun stockholders get more information?
If you are a registered stockholder, questions and requests for assistance in connection with payment of your Sun common stock should be directed to American Stock Transfer & Trust Company at 800-937-5449. All other holders of Sun common stock should contact their stock brokers.

For more information, e-mail investor.relations@sunh.com or call (505) 468-2341 or (800) 729-6600, ext. 2341. TDD users, please call (800) 821-9627 or (505) 468-4458.

Sun’s stock transfer agent is American Stock Transfer and may be reached at (800) 937-5449.