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): August 9, 2012
AdCare Health Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Ohio |
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001-33135 |
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31-1332119 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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Incorporation) |
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Identification No.) |
1145 Hembree Road
Roswell, Georgia 30076
(Address of Principal Executive Offices)
(678) 869-5116
(Registrant’s telephone number, including area code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On August 9, 2012, AdCare Property Holdings, LLC (“AdCare Holdings”), a wholly owned subsidiary of AdCare Health Systems, Inc., entered into a Purchase and Sale Agreement (the “Georgetown Purchase Agreement”) with Winyah Nursing Home, Inc. (the “Seller”) to acquire certain land, buildings, improvements, furniture, fixtures and equipment comprising an 84-bed skilled nursing facility known as Georgetown Healthcare & Rehabilitation Center (“Georgetown Facility”) located in Georgetown, South Carolina for an aggregate purchase price of $4,200,000, subject to the terms and conditions of the Georgetown Purchase Agreement (the “Georgetown Purchase”). AdCare Holdings may assign its right and liabilities under the Georgetown Purchase Agreement to one or more entities which are owned or controlled directly by AdCare Holdings.
Pursuant to the Georgetown Purchase Agreement, AdCare Holdings deposited $50,000 (the “Deposit”) into escrow to be held as earnest money. Upon consummation of the Georgetown Purchase, the Deposit will be retained by the Seller and applied against the purchase price therefor. If AdCare Holdings terminates the Georgetown Purchase Agreement after performing an inspection of the Georgetown Facility that is deemed unsatisfactory, the Deposit shall be returned to AdCare Holdings.
The closing of the Georgetown Purchase is expected to occur on October 31, 2012. AdCare Holdings may extend the closing until November 30, 2012, subject to AdCare Holdings’ payment of an additional $50,000 in earnest money (which shall be held and disbursed as part of the Deposit) and as otherwise permitted under the terms of the Georgetown Purchase Agreement. The closing of the Georgetown Purchase is subject to customary closing conditions, indemnification provisions and termination provisions.
The foregoing description of the Georgetown Purchase Agreement is qualified in its entirety by reference thereto, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Purchase and Sale Agreement, dated as of August 9, 2012, between Winyah Nursing Home, Inc. and AdCare Property Holdings, LLC.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 15, 2012 |
ADCARE HEALTH SYSTEMS, INC. |
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/s/ Martin D. Brew |
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Martin D. Brew |
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Chief Financial Officer |