Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2009, certain of real estate holding subsidiaries of The Ensign
Group, Inc. (the "Company") as Borrowers and General Electric Capital
Corporation ("GECC") as Lender entered to that certain Fourth Amended and
Restated Loan Agreement (the "Agreement"), to add six additional real estate
holding subsidiaries of the Company (the "New Borrowers") as Borrowers under the
Agreement in order to secure a $40.0 million real estate loan.
On the same date, pursuant to the Agreement, the New Borrowers made a Six
Project Promissory Note in the original principal amount of $40.0 million (the
"Note") for the benefit of GECC as Lender.
The foregoing description of the Agreement and Note does not purport to be
complete and is qualified in its entirety by reference to such agreement and
instrument, which are attached as Exhibits 10.1 and 10.2. to this Current Report
on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above and referenced under Item 1.01 is hereby
incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On November 16, 2009, the Company issued a press release regarding the securing
of the loan described in Item 1.01 above. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The foregoing information in this Current Report, including the related exhibit
attached hereto, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of such section. The foregoing information
in this Current Report, including the related exhibit attached hereto, shall not
be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Fourth Amended and Restated Loan Agreement, by and among certain
subsidiaries of the Company as Borrowers and GECC as Lender
10.2 Six Project Promissory Note, dated November 10, 2009, by certain
subsidiaries of the Company
99.1 Press Release of the Company
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