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DVCR > SEC Filings for DVCR > Form 8-K on 4-Sep-2013All Recent SEC Filings

Show all filings for DIVERSICARE HEALTHCARE SERVICES, INC.

Form 8-K for DIVERSICARE HEALTHCARE SERVICES, INC.


4-Sep-2013

Entry into a Material Definitive Agreement, Completion of A


Item 1.01. Entry into a Material Definitive Agreement.

Effective September 1, 2013, Diversicare Healthcare Services, Inc. ("Diversicare") entered into an agreement with Omega Healthcare Investors, Inc. (NYSE: OHI) ("Omega") to terminate its lease with respect to eleven nursing facilities located in Arkansas and concurrently entered into operation transfer agreements to transfer the operations of each of those eleven facilities to an operator selected by Omega. As part of the transaction, Diversicare also entered into an agreement whereby Diversicare deposited $400,000 with Omega and Omega agreed to provide an additional $300,000 to fund certain approved repairs and capital expenditures as defined in the agreement with respect to these eleven facilities. Upon the completion of the transaction, Diversicare no longer operates any skilled nursing centers in the State of Arkansas.

In connection with the closing of this transaction, effective September 1, 2013, Diversicare and Omega entered into the Thirteenth Amendment to Consolidated Amended and Restated Master Lease ("Amendment No. 13") to amend the Consolidated Amended and Restated Master Lease ("Master Lease") most recently amended on January 22, 2013. Amendment No. 13 effectively modifies the terms of the Master Lease to terminate the terms surrounding the eleven nursing facilities in Arkansas (and only as to those eleven facilities) and effectively reduces the annual rent payable under the Master Lease by $5,000,000.



Item 2.01. Completion of Acquisition or Disposition of Assets.

Effective September 1, 2013, Diversicare Healthcare Services, Inc. ("Diversicare") finalized an agreement with Omega Healthcare Investors, Inc. (NYSE: OHI) ("Omega") to terminate its lease with respect only to eleven nursing facilities located in Arkansas and to concurrently transfer operations to an operator selected by Omega. The completion of this transaction represents disposal of all of Diversicare's operations in the state of Arkansas. As a result of the full disposition of Arkansas operations effective September 1, 2013, the financial results of the Arkansas operations will be retroactively restated for all periods presented as discontinued operations.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number Exhibit

99.1 Press release dated September 3, 2013.


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