FVE Five Star Senior Living Inc

Item 8.01.  Other Events.

On November 20, 2018, we borrowed $10.0 million under our $100.0 million secured revolving credit facility, or our credit facility. In connection with this borrowing, at the request of the lenders under our credit facility, on November 15, 2018 we obtained a waiver from such lenders of a condition to this borrowing requiring us to represent that, since December 31, 2015, there has been no material adverse change, as defined in the agreement governing our credit facility, or our credit agreement. The lenders’ request for this waiver was in response to certain disclosures included in our earnings press release and in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, that certain challenges we are facing which are currently negatively impacting our revenues, expenses, cash flows and results from operations and are expected to continue at least through 2019, have raised substantial doubt about our ability to continue as a going concern. We agreed to obtain this waiver in order to facilitate the borrowing described herein.

The foregoing descriptions of the condition that has been waived and our credit agreement are qualified in their entirety by reference to the full text of our credit agreement, a copy of which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated February 24, 2017.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, “WILL”, “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FOR EXAMPLE:

·                   THE AMOUNT OF AVAILABLE BORROWINGS UNDER OUR CREDIT FACILITY IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, WHICH IS PRIMARILY BASED ON THE VALUE OF THE ASSETS SECURING OUR OBLIGATIONS UNDER OUR CREDIT FACILITY. ACCORDINGLY, THE MAXIMUM AVAILABILITY OF BORROWINGS UNDER OUR CREDIT FACILITY AT ANY TIME MAY BE LESS THAN $100.0 MILLION. AT SEPTEMBER 30, 2018, WE HAD $52.8 MILLION AVAILABLE FOR BORROWING UNDER OUR CREDIT FACILITY,

·                   THE AVAILABILITY OF BORROWINGS UNDER OUR CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CONDITIONS THAT WE MAY BE UNABLE TO SATISFY. IN ADDITION TO THE WAIVER OF THE CONDITION PRECEDENT DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, THE LENDERS UNDER OUR CREDIT FACILITY HAVE WAIVED, UNTIL THE FISCAL QUARTER ENDING JUNE 30, 2019, OR THE WAIVER PERIOD, ANY DEFAULT RESULTING FROM OUR NON-COMPLIANCE WITH THE LEVERAGE AND FIXED CHARGE COVERAGE RATIO COVENANTS CONTAINED IN OUR CREDIT AGREEMENT. THE FACT THAT WE HAVE OBTAINED THESE WAIVERS MAY IMPLY THAT THE LENDERS UNDER OUR CREDIT FACILITY MAY GRANT US FURTHER WAIVERS OF SUCH CONDITION PRECEDENT OR OTHER CONDITIONS OR DEFAULTS UNDER OUR CREDIT AGREEMENT, OR THAT WE WILL BE IN COMPLIANCE WITH THE LEVERAGE AND FIXED CHARGE COVERAGE RATIO COVENANTS CONTAINED IN OUR CREDIT AGREEMENT AS OF OR PRIOR TO THE

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