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ESC > SEC Filings for ESC > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for EMERITUS CORP\WA\

Form 8-K for EMERITUS CORP\WA\


19-Nov-2012

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits


Item 7.01 Regulation FD Disclosure.

On November 16, 2012, Emeritus issued a press release announcing the closing of the Nurse On Call, Inc. acquisition. A copy of the press release is furnished as Exhibit 99.1 and is specifically incorporated by reference herein.

The information filed under this item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.



Item 8.01 Other Events.

On November 16, 2012 (the "Closing"), Emeritus Corporation and its indirect wholly owned subsidiary EmeriCare NOC LLC (together, "Emeritus") completed its acquisition of the majority of the outstanding interests in Home Health Care Holdings, LLC ("HHCH"), the parent entity of Nurse On Call, Inc. ("Nurse On Call"), pursuant to a Unit Purchase Agreement (the "Purchase Agreement") effective November 1, 2012 by and among HHCH, Emeritus, the members of HHCH and Kinderhook Industries, LLC as Seller Representative. Emeritus paid approximately $102.5 million in cash for approximately 91.0% of the common equity units of HHCH (the "Common Units"). The remaining 9.0% of the equity in HHCH was retained by senior management of Nurse On Call (collectively, the "Rollover Members"). The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 10.95.01 and incorporated herein by reference. Nurse On Call is the largest Medicare-licensed home health care provider in Florida and one of the largest providers in the United States.

Effective on the Closing, Emeritus entered into a Put/Call Agreement with the Rollover Members, pursuant to which each Rollover Member has the right (but not the obligation), subject to the terms and conditions of the Put/Call Agreement, to require Emeritus to purchase certain of the Common Units held by the Rollover Members. Additionally, Emeritus has the right (but not the obligation), subject to the terms and conditions of the Put/Call Agreement, to require any of the Rollover Members to sell certain Common Units held by the Rollover Members. The purchase price for the foregoing rights is designated as 6.0 times trailing 12-month EBITDA, as defined in the Put/Call Agreement.

Emeritus financed the acquisition using cash on hand.

There was no material relationship between Emeritus (or any officer, director or affiliate of either Emeritus, or any associate of any such officer or director) and HHCH and any of the members or subsidiaries of HHCH.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description

 10.95.01      Nurse On Call Unit Purchase Agreement
 99.1          Press Release of Emeritus Corporation, dated November 16, 2012


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