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FVE > SEC Filings for FVE > Form 8-K on 18-Mar-2013All Recent SEC Filings

Show all filings for FIVE STAR QUALITY CARE INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FIVE STAR QUALITY CARE INC


18-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct Finan


Item 1.01. Entry into a Material Definitive Agreement.

On March 15, 2013, we entered into an amendment to our $35.0 million revolving secured line of credit with Jefferies Finance LLC, or our Jefferies Credit Facility.

As a result of this amendment, the stated maturity date of our Jefferies Credit Facility was extended from March 18, 2013 to March 18, 2016, at which point all amounts outstanding under our Jefferies Credit Facility are due. In addition, the interest rate paid on borrowings under our Jefferies Credit Facility was reduced from LIBOR (with a floor of 200 basis points) plus 400 basis points to LIBOR (with no floor) plus 250 basis points.

We are the borrower under our Jefferies Credit Facility and certain of our subsidiaries guarantee our obligations under our Jefferies Credit Facility, which is secured by our and our guarantor subsidiaries' accounts receivable and related collateral. Funds available under our Jefferies Credit Facility may be drawn, repaid and redrawn until maturity and no principal payment is due until maturity. Our Jefferies Credit Facility contains covenants requiring us to maintain certain financial ratios, places limits on our ability to incur or assume debt or create liens with respect to certain of our properties and has other customary provisions, and also provides for acceleration of payment of all amounts due thereunder upon the occurrence


and continuation of certain events of default, including a change of control of us and the termination of our business management and shared services agreement with Reit Management & Research LLC.

The foregoing description of our Jefferies Credit Facility and the amendment to our Jefferies Credit Facility is not complete and is subject to and qualified in its entirety by reference to the Credit and Security Agreement filed with the SEC on March 24, 2010 as Exhibit 10.1 to our Current Report on Form 8-K, the Amendment and Consent under Credit and Security Agreement filed with the SEC on April 16, 2012 as Exhibit 10.2 to our Current Report on Form 8-K and the Amendment No. 2 to the Credit and Security Agreement, a copy of which is attached hereto as Exhibit 10.1, each of which is 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 description of our Jefferies Credit Facility and the amendment to our Jefferies Credit Facility under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.



Item 9.01. Financial Statements and Exhibits.

(d)                 Exhibits.



10.1   Amendment No. 2 to the Credit and Security Agreement, dated as March 15,
       2013, among Five Star Quality Care, Inc., the Guarantors named therein,
       and Jefferies Finance LLC.

99.1   Press Release dated March 18, 2013.


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