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| DCAI > SEC Filings for DCAI > Form 8-K on 7-Jan-2009 | All Recent SEC Filings |
7-Jan-2009
Entry into a Material Definitive Agreement, Completion of Acquisition or
The information contained in Item 2.01 is incorporated herein by reference.
On December 31, 2008, DCA of Hyattsville, LLC, a Maryland limited liability company ("Purchaser") and wholly owned subsidiary of Dialysis Corporation of America (the "Company") acquired substantially all of the assets of St. Thomas More Dialysis Center, LLC, a Maryland limited liability company (the "Seller"), which comprise the operations of an outpatient renal dialysis facility located at the St. Thomas More Nursing and Rehabilitation Center in Hyattsville, Maryland (the "Acquisition"). The Acquisition was completed pursuant to the terms of an Asset Purchase Agreement dated December 31, 2008 between the Purchaser and Seller (the "Purchase Agreement"). Total consideration of $6.6 million was paid by the Purchaser in full at the closing of the Acquisition.
The Purchase Agreement contains customary representations, warranties and covenants ("obligations") of Seller subject to certain knowledge limitations of specific administrative and managerial personnel of the Seller. The majority of Seller's obligations under the Purchase Agreement survive for a period of eighteen (18) months following the closing; provided, however, that the Seller's representations regarding its organization and good standing survives until the statute of limitations period for a claim thereunder expires, and Seller has agreed to maintain each of its existence and its insurance coverages in effect at the closing for a period of two years following the Acquisition. In addition, Seller and its affiliates are subject to a ten (10) year non-competition provision covering a ten mile radius from the Purchaser's facility.
Indemnification claims made by Purchaser for Seller's breach of a representation, warranty or other obligation under the Purchase Agreement are subject to a $10,000 minimum threshold and are capped at approximately 90% of the purchase price. Further, St. Thomas More, LLC, the owner of the property at which the facility and the nursing and rehabilitation center are located, has delivered to Purchaser its Guaranty of the Seller's performance of its obligations under the Purchase Agreement for the respective survival periods.
Purchaser has not assumed any of Seller's obligations or liabilities effective as of the closing, all of which remain the sole responsibility of Seller. Purchaser was assigned certain normal course operational contracts relating to the continuing operation of the facility and is responsible for obligations thereunder arising after the closing. Assets of the Seller not acquired by Purchaser amounted to cash on hand and accounts receivable of the Seller as of the closing, real property of the Seller, Seller's rights in any cause of action, claim or demand in effect at the closing, and certain limited office equipment of the Seller.
On January 5, 2009 the Company issued a press release regarding the Acquisition, a copy of which is furnished as an exhibit to this Report.
(a)(b) Financial Statements of business acquired; Pro forma financial information
The Acquisition described pursuant to Items 1.01 and 2.01 of this Report does not require the provision of financial statements or pro forma financial information set forth in Items 9.01(a) and (b).
(d) Exhibits
2.1 Asset Purchase Agreement dated December 31, 2008 between DCA of Hyattsville, LLC and St. Thomas More Dialysis Center, LLC
10.1 Escrow Agreement dated October 14, 2008 by and among St. Thomas More Dialysis Center, LLC, Dialysis Corporation of America and Sack, Harris & Martin, P.C.
10.2 Bill of Sale and Assignment and Assumption Agreement dated December 31, 2008 between St. Thomas More Dialysis Center, LLC and DCA of Hyattsville, LLC
10.3 Guaranty by St. Thomas More, LLC dated December 31, 2008
99.1 Press Release of the Company dated January 5, 2009
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