AdCare Health Systems (ADK) Enters Amended Purchase Agreement with Skyline Healthcare

August 29, 2016 7:29 AM EDT

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AdCare Health Systems (NYSE: ADK) disclosed the following on Monday morning:

Item 1.01 - Entry into a Material Definitive Agreement.

On August 26, 2016, nine wholly-owned subsidiaries (the “Lessors”) of AdCare Health Systems, Inc. entered into a letter agreement (the “Letter Agreement”) with Skyline Healthcare LLC (“Skyline”) and Little Ark Realty Holdings, LLC, an affiliate of Skyline (the “Purchaser”), which amended the Purchase and Sale Agreement, dated May 10, 2016, as subsequently amended (the “Purchase Agreement”), among the Lessors and the Purchaser. As previously disclosed, the Lessors have agreed to sell, and the Purchaser has agreed to buy, the nine facilities located in Arkansas currently leased by the Lessors to Skyline, together with certain related assets, for an aggregate purchase price of $55.0 million pursuant to the Purchase Agreement (the “Purchase Transaction”). On July 14, 2016, the Purchase Agreement was amended to extend the latest date by which the Purchase Transaction must close (the “Outside Closing Date”) from August 1, 2016 to August 31, 2016.

Pursuant to the Letter Agreement, the parties have agreed to further extend the Outside Closing Date to September 30, 2016. In addition, the Letter Agreement increases the deposit payable by the Purchaser pursuant to the Purchase Agreement, which is now non-refundable, from $1.0 million to $1.5 million and requires the Purchaser to deposit the additional $500,000 with the escrow agent on or before August 26, 2016, with instructions to immediately release such funds to the Lessors. The additional $500,000 deposit was received on August 26, 2016 and deposited by the Company in accordance with the Letter Agreement.



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