AND EXCHANGE COMMISSION
REPORT PURSUANT TO SECTION
13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): March 24, 2010 (March 18,
STAR QUALITY CARE, INC.
(Exact Name of Registrant
as Specified in Its Charter)
(State or Other
Jurisdiction of Incorporation)
Centre Street, Newton, Massachusetts
(Address of Principal
Number, Including Area Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Item 1.01. Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On March 18,
2010, Five Star Quality Care, Inc. (the Company), the other guarantors
party thereto, Jefferies Finance LLC, as Arranger, Administrative Agent and
Collateral Agent, and Jefferies Group Inc., as Issuing Bank, entered into a
credit and security agreement (the New Credit Agreement) to replace the
Companys prior credit and security agreement with Wachovia Bank, National
Association. The New Credit Agreement
provides for a revolving credit facility in the maximum amount of $35
million. The credit facility is
guaranteed by certain of the Companys subsidiaries and is secured by certain
accounts receivable and related collateral of the Company and the subsidiary
The new revolving credit
facility terminates on March 18, 2013, at which point all amounts
outstanding under the revolving credit facility are due. Funds available under this credit facility
may be drawn, repaid and redrawn until maturity and no principal payment is due
until maturity. This credit facility
also provides for acceleration of payment of all amounts payable under the
facility upon the occurrence and continuation of certain events of default.
Drawings under this new credit facility will require interest payments of LIBOR
(with a floor of 200 basis points) plus 400 basis points. The credit facility is more fully described
in a copy of the Companys press release attached hereto as Exhibit 99.1
and incorporated herein by reference.
Item 1.02. Termination of
a Material Definitive Agreement.
connection with the New Credit Agreement described above, effective as of March 18,
2010, the Companys credit and security agreement with Wachovia Bank, National
Association, as Lender, dated as of May 9, 2005 (as amended),
terminated. This credit agreement made
available to the Company a revolving credit facility in the maximum amount of
$40 million. The prior revolving credit
facility was guaranteed by certain of the Companys subsidiaries and drawings
thereunder required interest payments of LIBOR plus 200 basis points.
Item 9.01. Financial Statements
The Company hereby files the following exhibit:
10.1 Credit and Security Agreement, dated as
of March 18, 2010, by and among the Company, each of the Guarantors party
thereto, Jefferies Finance LLC, as Arranger, Administrative Agent and
Collateral Agent, and Jefferies Group Inc., as Issuing Bank.
99.1 Press release dated March 18, 2010.