Current Report Filing (8-k)
May 29 2015 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 28, 2015
AdCare Health Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Georgia | | 001-33135 | | 31-1332119 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
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1145 Hembree Road Roswell, Georgia 30076 | | |
(Address of Principal Executive Offices) |
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(678) 869-5116
(Registrant’s telephone number, including area code)
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On May 28, 2015, AdCare Health Systems, Inc. (the "Company") issued a press release announcing that it has priced an underwritten public offering of 588,235 shares of its 10.875% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.50 per share. The closing of the offering is scheduled for June 2, 2015, subject to customary closing conditions. The offering will be made pursuant to the Company’s existing effective shelf registration statement that was previously filed with the Securities and Exchange Commission. The offering of the shares of Series A Preferred Stock will be made only by means of a prospectus and a related prospectus supplement. The press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. A copy of the press release is attached to this Current Report as Exhibit 99.1.
Item 9.01 Financial statements and Exhibits
(d) Exhibits
99.1 Press release issued May 28, 2015.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 28, 2015 | ADCARE HEALTH SYSTEMS, INC. |
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| | /s/ Allan J. Rimland | |
| | Allan J. Rimland |
| | President & Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Exhibit Description |
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99.1 | | Press release issued May 28, 2015 |
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Exhibit 99.1
AdCare Health Systems, Inc. Prices Offering of Series A Preferred Stock
ATLANTA, May 28, 2015 /PRNewswire/-- AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) (the “Company”) announced today that it has priced a public offering of up to 588,235 shares of its 10.875% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.50 per share. The closing of the offering is scheduled for June 2, 2015, subject to customary closing conditions. The Company’s current outstanding Series A Preferred Stock is listed on the NYSE MKT under the symbol “ADK.PRA”, and the Company has filed an application to list the shares of the Series A Preferred Stock to be sold in the offering on the NYSE MKT under the same symbol. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of debt, working capital or the funding of potential acquisitions.
MLV & Co. LLC and Northland Capital Markets are acting as Joint Book-Running Managers to offer and sell the Series A Preferred Stock on a “best efforts” basis. (Northland Capital Markets is the trade name for certain capital markets and investment banking activities of Northland Securities, Inc., member FINRA/SIPC.) GVC Capital LLC and National Securities Corporation are acting as Co-Managers.
The offering will be made pursuant to the Company’s existing effective shelf registration statement that was previously filed with the Securities and Exchange Commission. The offering of the shares of Series A Preferred Stock will be made only by means of a prospectus and a related prospectus supplement. Before you invest, you should read the prospectus and the related prospectus supplement in the registration statement and the other documents that the Company has filed with the Securities and Exchange Commission for more complete information about the Company and the offering. Copies of the final prospectus and related prospectus supplement with respect to these securities, when available, may be obtained by contacting MLV & Co. LLC, 1301 Avenue of the Americas, 43rd Floor, New York, New York 10019, Attention: Julie Bagley, Email: jbagley@mlvco.com, Telephone: (212) 542-5882 or Northland Capital Markets, 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402, Attention: Adam J. Sandvig, Email: asandvig@northlandcapitalmarkets.com, Telephone: (612) 460-4803.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About AdCare Health Systems, Inc.
AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. The Company currently owns, leases or manages for third parties 40 facilities, primarily in the Southeast. For more information about the Company, visit www.adcarehealth.com.
Important Cautions Regarding Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with regard to the Company’s offering of the Series A Preferred Stock and the intended use of proceeds. Such forward-
looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management’s control. Factors that can affect future results are discussed in the documents filed by the Company from time to time with the Securities and Exchange Commission. Except where required by law, the Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date of this press release.
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Company Contacts | | | | Investor Relations |
Bill McBride | | Allan Rimland | | Brett Maas |
Chairman and CEO | | President and CFO | | Managing Partner |
AdCare Health Systems, Inc. | | AdCare Health Systems, Inc. | | Hayden IR |
Tel (404) 781-2884 | | Tel (404) 781-2885 | | Tel (646) 536-7331 |
bill.mcbride@adcarehealth.com | | allan.rimland@adcarehealth.com | | brett@haydenir.com |
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