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ADK > SEC Filings for ADK > Form 8-K on 28-Nov-2012All Recent SEC Filings

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Form 8-K for ADCARE HEALTH SYSTEMS INC


28-Nov-2012

Entry into a Material Definitive Agreement, Financial Statements and Ex


Item 1.01 Entry into a Material Definitive Agreement.

On November 21, 2012, AdCare Property Holdings, LLC ("AdCare Holdings"), a wholly owned subsidiary of AdCare Health Systems, Inc., entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Park Place Nursing & Rehabilitation Center, LLC, Homewood of Selma, L.L.C., Homewood of Greenville, L.L.C., Dunn Nursing Home, Inc., Wood Properties of Selma, L.L.C. and Wood Properties of Greenville, L.L.C. (collectively, the "Sellers") pursuant to which AdCare Holdings may acquire certain land, buildings, improvements, furniture, fixtures and equipment comprising three facilities known as: (i) Park Place Nursing & Rehabilitation Center located in Selma, Alabama; (ii) Homewood of Selma located in Selma, Alabama; and (iii) Homewood of Greenville located in Greenville, Alabama (collectively, the "Alabama Facilities") for an aggregate purchase price of $9,500,000, subject to the terms and conditions of the Purchase Agreement (the "Alabama Purchase"). AdCare Holdings may assign its right and liabilities under the Purchase Agreement to one or more entities which are owned or controlled directly by AdCare Holdings.

Pursuant to the Purchase Agreement, AdCare Holdings deposited $250,000 (the "Deposit") into escrow to be held as earnest money. Upon consummation of the Alabama Purchase, the Deposit will be retained by the Sellers and applied against the purchase price therefor. If AdCare Holdings terminates the Purchase Agreement after performing an inspection of the Alabama Facilities that is deemed unsatisfactory, $200,000 of the Deposit shall be returned to AdCare Holdings and the Sellers shall retain $50,000 of the Deposit. If: (x) AdCare Holdings terminates the Purchase Agreement after a satisfactory inspection of the Alabama Facilities; or (y) AdCare Holdings fails to consummate the Alabama Purchase by the closing date (except in the case where: (i) the Sellers have breached the Purchase Agreement or failed to satisfy their closing conditions;
(ii) the Alabama Facilities have been materially damaged or condemned; or
(iii) the operators of the Alabama Facilities have failed to execute operation transfer agreements), $100,000 of the Deposit shall be returned to AdCare Holdings and the Sellers shall retain $150,000 of the Deposit.

The closing of the Alabama Purchase is expected to occur on December 31, 2012. The closing of the Alabama Purchase is subject to customary closing conditions, indemnification provisions and termination provisions.

The foregoing description of the 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 November 21, 2012, by and
          among Park Place Nursing & Rehabilitation Center, LLC, Homewood of
          Selma, L.L.C., Homewood of Greenville, L.L.C., Dunn Nursing
          Home, Inc., Wood Properties of


Selma, L.L.C., Wood Properties of Greenville, L.L.C. and AdCare Property Holdings, LLC.


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