Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT - Diversicare Healthcare Services, Inc. | avca_8kex991030612.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2013 (March 6, 2013)
ADVOCAT INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-12996 | 62-1559667 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1621 Galleria Boulevard, Brentwood, TN 37027
(Address of Principal Executive Offices) (Zip Code)
(615) 771-7575
(Registrant's telephone 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
468089-1
Item 1.01 Entry into Material Definitive Agreement.
On March 6, 2013 (the “Effective Date”), Advocat Inc., (the "Company") through certain of its wholly owned subsidiaries (“Purchasers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cumberland & Ohio Co. of Texas, as receiver of the assets of SeniorTrust of Florida, Inc. (the “Seller”) to acquire certain land, improvements, furniture, fixtures and equipment, personal property and intangible property, together comprising: (i) a 77-bed skilled nursing facility known as Chanute HealthCare Center; (ii) an 80-bed skilled nursing facility known as Council Grove HealthCare Center; (iii) a 126-bed skilled nursing facility known as Haysville HealthCare Center; (iv) a 99-bed skilled nursing facility known as Larned HealthCare Center; and (v) a 62-bed skilled nursing facility known as Sedgwick HealthCare Center, all located in Kansas (collectively, the “Facilities”) for an aggregate purchase price of $15,500,000, subject to the terms and conditions of the Purchase Agreement (the “Purchase”). The Purchase is expected to close in the second quarter of 2013. The Facilities together have annual revenues of approximately $24 million and are expected to be accretive to earnings early in the Company’s tenure as the operator of the facilities. The Purchase will be financed in conjunction with a renewal and expansion of the Company’s credit facility with a syndicate led by The PrivateBank. A copy of a press release describing the Purchase is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Exhibit
99.1 Press release dated March 6, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ADVOCAT INC.
By: /s/ James R. McKnight, Jr.
James R. McKnight, Jr.
Chief Financial Officer
Date: March 6, 2013
EXHIBIT INDEX
Number Exhibit
99.1 Press release dated March 6, 2013.