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| UGHS > SEC Filings for UGHS > Form 8-K on 20-Dec-2012 | All Recent SEC Filings |
20-Dec-2012
Entry into a Material Definitive Agreement, Completion of
Loan Agreement to Finance the Acquisition of South Hampton Community Hospital Complex in Dallas, Texas
On December 14, 2012, UGHS Dallas Hospitals, Inc., a wholly-owned subsidiary of University General Health System, Inc. (the "Company"), executed a Loan Agreement with First National Bank (the "South Hampton Loan Agreement"), pursuant to which First National Bank loaned the Company $28.5 million to finance the $30 million purchase price of 100% of the capital stock of Dufek Massif Hospital Corporation, the owner of the Dallas-based South Hampton Community Hospital complex. Subject to the terms and provisions of the Loan Agreement, the $28.5 million loan bears interest at a rate of 4.25% per annum, is payable monthly based on a 20 year amortization schedule, and matures in 10 years from the closing date. The borrowers under the South Hampton Loan Agreement are subject to certain affirmative and negative covenants, all as set forth in the South Hampton Loan Agreement.
The foregoing description of the South Hampton Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document. A copy of the South Hampton Acquisition Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On December 14, 2012, the Company completed the acquisition of Dufek Massif Hospital Corporation described in Item 1.01 of the Current Report on Form 8-K filed December 4, 2012, which is incorporated herein by reference.
ITEM 9.01 Completion of Acquisition or Disposition of Assets
As required by Item 9.01 of Form 8-K, within 74 days after the date hereof, the
Company will prepare and file with the SEC an amendment to this Form 8-K that
includes the financial statements and pro forma financial information prepared
pursuant to Regulation S-X of the Securities Exchange Act for the periods
specified in Rule 3.05(b)(2) or Rule 8-04(b) thereunder.
EXHIBIT DESCRIPTION
2.1 Earnest Money Contract dated as of November 29, 2012 between UGHS
Dallas Hospitals, Inc. and Duane Rossmann for the acquisition of
South Hampton Community Hospital is incorporated by reference as
Exhibit 10.1 to the Company's Form 8-K (Commission File No.
000-54064) filed December 4, 2012.
10.1 Form of Loan Agreement dated December 14, 2012 among UGHS Dallas
Hospitals, Inc., as Borrower, and University General Health System,
Inc., as Guarantor, and First National Bank, as Lender
99.1 Press Release of December 18, 2012
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