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):  April 17 , 2012

 

AdCare Health Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Ohio

 

001-33135

 

31-1332119

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

5057 Troy Road

Springfield, OH 45502-9032

(Address of Principal Executive Offices)

 

(937) 964-8974

(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 April 17, 2012, AdCare Property Holdings, LLC (“AdCare Holdings”), a wholly owned subsidiary of AdCare Health Systems, Inc., entered into a Third Amendment to Purchase and Sale Agreement (the “Third Amendment”) with First Commercial Bank (“Seller”), which amends the Purchase and Sale Agreement, dated May 5, 2011, and as amended June 13, 2011, between AdCare Holdings and Brogdon Family, LLC, and as further amended and assigned to AdCare Holdings on September 30, 2011, pursuant to which AdCare Holdings or its assignee shall acquire certain land, buildings, improvements, furniture, fixtures, operating agreements and equipment comprising six skilled nursing facilities located in Oklahoma: Edwards Redeemer Nursing Center, Harrah Nursing Center, Northwest Nursing Center, Whispering Pines Nursing Center, McLoud Nursing Center and Meeker Nursing Center (the “Oklahoma Facilities Purchase”).

 

The Third Amendment: (i) requires AdCare Holdings to deposit an additional $50,000 into escrow to be used as earnest money; (ii) amends the closing date of the Oklahoma Facilities Purchase to the date which is sixty (60) days after AdCare Holdings receives all required licenses and permits necessary to complete the Oklahoma Facilities Purchase, but in no event later than September 30, 2012; and (iii) releases $200,000 from escrow to the Seller.  Upon the closing of the Oklahoma Facilities Purchase, AdCare Holdings shall receive a $200,000 credit against the purchase price; however if the Oklahoma Facilities Purchase fails to close for any reason other than (i) Seller’s default; (ii) the failure of a condition to closing to be satisfied; or (iii) an event of casualty or condemnation, Seller shall be entitled to retain the $200,000 disbursed from escrow.  If the Oklahoma Facilities Purchase fails to be completed for any reason other than as described in the preceding sentence, Seller shall return the $200,000 to AdCare Holdings upon demand.

 

The foregoing description of the Third Amendment is qualified in its entirety by reference thereto, a copy of which is attached hereto as Exhibit 2.4 and is incorporated herein by reference.

 

Item 9.01                Financial Statements and Exhibits.

 

(d)           Exhibits .

 

2.1                Purchase and Sale Agreement, dated as of May 5, 2011, by and between Brogdon Family, LLC and First Commercial Bank (Incorporated by reference to Exhibit 99.8 to the Registrant’s Current Report on Form 8-K filed October 20, 2011).

 

2.2                First Amendment to Purchase and Sale Agreement, dated as of June 13, 2011, by and between Brogdon Family, LLC and First Commercial Bank (Incorporated by reference to Exhibit 99.9 to the Registrant’s Current Report on Form 8-K filed October 20, 2011).

 

2.3                Second Amendment to Purchase and Sale Agreement, dated as of September 30, 2011, among First Commercial Bank, Brogdon Family, LLC, and AdCare Property Holdings, LLC (Incorporated by reference to Exhibit 99.10 to the Registrant’s Current Report on Form 8-K filed October 20, 2011).

 

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2.4                Third Amendment to Purchase and Sale Agreement, dated as of April 17, 2012, by and between First Commercial Bank and AdCare Property Holdings, LLC.

 

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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.

 

 

Date:  April 23, 2012

ADCARE HEALTH SYSTEMS, INC.

 

 

 

 

 

/s/ Martin D. Brew

 

Martin D. Brew

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

2.1            Purchase and Sale Agreement, dated as of May 5, 2011, by and between Brogdon Family, LLC and First Commercial Bank (Incorporated by reference to Exhibit 99.8 to the Registrant’s Current Report on Form 8-K filed October 20, 2011).

 

2.2            First Amendment to Purchase and Sale Agreement, dated as of June 13, 2011, by and between Brogdon Family, LLC and First Commercial Bank (Incorporated by reference to Exhibit 99.9 to the Registrant’s Current Report on Form 8-K filed October 20, 2011).

 

2.3            Second Amendment to Purchase and Sale Agreement, dated as of September 30, 2011, among First Commercial Bank, Brogdon Family, LLC, and AdCare Property Holdings, LLC (Incorporated by reference to Exhibit 99.10 to the Registrant’s Current Report on Form 8-K filed October 20, 2011).

 

2.4            Third Amendment to Purchase and Sale Agreement, dated as of April 17, 2012, by and between First Commercial Bank and AdCare Property Holdings, LLC.

 

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Exhibit 2.4

 

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

 

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into as of April 17, 2012 (the “ Effective Date ”) by and between FIRST COMMERCIAL BANK , a Missouri corporation (“ Seller ”), and ADCARE PROPERTY HOLDINGS, LLC , an Ohio limited liability company (“ Purchaser ”).

 

WITNESSETH :

 

WHEREAS, Brogdon Family, LLC, a Georgia limited liability company, as purchaser, and Seller are parties to that certain Purchase and Sale Agreement dated as of May 5, 2011, as amended pursuant to that certain First Amendment to Purchase and Sale Agreement dated as of June 13, 2011 and as further amended and assigned to Purchaser pursuant to that certain Amendment and Assignment of Purchase and Sale Agreement dated as of September 30, 2012 (as amended, the “ Agreement ”); and

 

WHEREAS , Seller and Purchaser desire to further amend the Agreement on the terms set forth herein.

 

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.                                       Capitalized Terms . Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Agreement.

 

2.                                       Additional Deposit.   Within three (3) business days of the Effective Date of this Amendment, Purchaser shall tender to Escrow Agent the amount of Fifty Thousand and 00/100 Dollars ($50,000.00) (the “Additional Deposit”).

 

3.                                       Partial Disbursement of Initial Deposit.   Notwithstanding any provision in the Purchase Agreement to the contrary, Seller and Purchaser hereby authorize and direct Escrow Agent to immediately disburse to Seller $200,000.00 of the Deposit currently held by Escrow Agent.  Upon closing of the transaction contemplated under the Purchase Agreement, the Purchaser shall receive a $200,000.00 credit against the Purchase Price.  If the transaction contemplated under the Purchase Agreement fails to close for any reason other than (i) Seller’s default (as described in Section 11.3 of the Purchase Agreement), (ii) the failure of the conditions to closing set forth in Article IV of the Purchase Agreement to be satisfied or (iii) an event of casualty or condemnation (which shall be addressed under Article 10 of the Purchase Agreement), Seller shall be entitled to retain the $200,000.00 disbursed to Seller under this Section 3.  If the transaction fails to close for any of the reasons described in the preceding sentence, Seller shall promptly return the $200,000.00 to Purchaser upon demand.

 

4.                                       Deposit.   The Additional Deposit together with the remaining $100,000.00 balance of the initial Deposit shall be held and disbursed on the terms set forth in the Purchase Agreement.

 


 

5.                                       Section 2.2 of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

 

2.2                                Closing .   If the closing conditions in Section 4 and Section 5 are satisfied, the purchase and sale of the Properties shall be consummated on the Closing Date by the release of the documents and funds held in escrow by the Escrow Agent. For purposes hereof, the Closing Date shall mean the date which is sixty (60) days after Purchaser’s receipt of all required licenses and permits as described in Section 4.2 hereof, but in any event, no later than September 30, 2012.

 

6.                                       Ratification . Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Agreement remain in full force and effect.

 

7.                                       Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and an electronic PDF or facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original, PDF or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original, PDF or facsimile).

 

[Signatures on next page]

 

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IN WITNESS WHEREOF, each party has caused this instrument to be executed as of the date set forth hereinabove.

 

 

SELLER:

 

 

 

FIRST COMMERCIAL BANK,

 

a Missouri corporation

 

 

 

 

 

By:

/s/ Norman B. Harty

 

 

Norman B. Harty, President

 

 

 

 

 

PURCHASER:

 

 

 

ADCARE PROPERTY HOLDINGS, LLC,

 

a Georgia limited liability company

 

 

 

 

 

By:

/s/ Christopher F. Brogdon

 

 

Christopher F. Brogdon

 

 

Vice Chairman and Chief Acquisition Officer

 

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