-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IhMYfUxFU++YKugSzLtoKiSeEcYx0Xw4gNA6sP/O4BL4IONc11Cqm9ulxORZB5yq /1U5CkhFgaSnttDJbjMLGw== 0001157523-06-006162.txt : 20060616 0001157523-06-006162.hdr.sgml : 20060616 20060616170143 ACCESSION NUMBER: 0001157523-06-006162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060612 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060616 DATE AS OF CHANGE: 20060616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13031 FILM NUMBER: 06910893 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 202 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 8-K 1 a5171839.txt AMERICAN RETIREMENT CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 16, 2006 (June 12, 2006) AMERICAN RETIREMENT CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Tennessee 01-13031 62-1674303 - ----------------------------- ------------------ ----------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 111 Westwood Place, Suite 200 Brentwood, Tennessee 37027 - ------------------------------------------------------ -------------------- (Address of Principal Executive Offices) (Zip Code) (615) 221-2250 - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On June 12, 2006, we closed our acquisition, through a newly-formed joint venture, of Freedom Village of Bradenton, a continuing care retirement community located in Bradenton, Florida. The aggregate purchase price for the acquired assets was $95 million plus the assumption of certain resident refund liabilities and other liabilities and customary transaction expenses. We consummated the acquisition through a joint venture formed with investors in a senior housing strategy fund managed by Prudential Real Estate Investors, the real estate investment management business of Prudential Financial, Inc. The joint venture is owned 20% by us and 80% by our joint venture partner. Capmark Bank provided the joint venture with $61.2 million of non-recourse mortgage debt financing for the transaction. The remainder of the purchase price was funded by proportional capital contributions from us and our joint venture partner. We have agreed to manage the independent living component of the community pursuant to a long-term management agreement and lease the health center (assisted living and skilled nursing components) from the joint venture. The loan from Capmark to the joint venture is evidenced by a loan agreement and a promissory note, and is secured by a mortgage lien on the community. The loan matures on June 9, 2009, and the joint venture has two one-year extension options. The outstanding principal balance of the loan will bear interest at a variable rate equal to LIBOR plus 2.50%. The joint venture will be required to make monthly payments of principal (based on a 30 year amortization schedule) plus interest through the scheduled maturity date. Although the loan is non-recourse, we guaranty certain customary "non-recourse carveouts" for the benefit of Capmark. We will act as the lessee of the skilled nursing and assisted living facility components of the community pursuant to a ten year, triple-net lease agreement with the joint venture. We will be required to make monthly base rental payments, percentage rent payments, and certain operating cost payments, such as taxes and insurance, and other customary payments of additional rent. Base monthly rent for the first year of the lease will be $153,333.33, and thereafter will increase by 2.5% annually. Percentage rent payments will equal 50% of all operating cash flow for each lease year, to the extent that such cash flow exceeds a predetermined amount, which is $100,000 for the first year, increasing by 2.5% each year thereafter. We will also make annual payments to the joint venture for capital replacements at the community, with the first payment equaling $50,000, and payments in subsequent years equaling the greater of (i) $300,000 or (ii) 2% of gross revenue for such year. Risks Associated with Forward-Looking Statements - ------------------------------------------------ This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Those forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of us or our management, including, but not limited to, all statements regarding the formation of the joint venture and the consummation of the acquisition and the related financing, and all statements regarding our expectations concerning the future financial performance of the acquired communities and their effect on our financial performance. All forward-looking statements may be affected by certain risks and uncertainties, including without limitation the following: (i) our ability to successfully integrate the acquisition into our operations, (ii) our ability to resell units at the community, (ii) the risk that we will be unable to improve our results of operations, increase cash flow and reduce expenses, (iii) the risks associated with adverse market conditions of the senior housing industry and the United States economy in general, (iv) the risks associated with our debt and lease obligations, and (v) the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2005 under the caption "Risk Factors" and in our other filings with the SEC. Should one or more of those risks materialize, actual results could differ materially from those forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of these assumptions could prove to be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this Form 8-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our forecasts, expectations, objectives or plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Item 7.01. Regulation FD Disclosure On June 16, 2006, we issued a press release describing the foregoing transaction. A copy of the press release is furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated June 16, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. AMERICAN RETIREMENT CORPORATION By: /s/ Bryan D. Richardson ---------------------------------------- Bryan D. Richardson Executive Vice President - Finance and Chief Financial Officer Date: June 16, 2006 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release dated June 16, 2006 EX-99.1 2 a5171839ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 American Retirement Corporation Acquires Florida Community NASHVILLE, Tenn.--(BUSINESS WIRE)--June 16, 2006--American Retirement Corporation (NYSE: ACR) ("ARC" or the "Company"), a leading national provider of senior living housing and care, today announced that it completed the acquisition, through a newly-formed joint venture, of Freedom Village of Bradenton, an entry fee continuing care retirement community located in Bradenton, Florida, for an aggregate purchase price of $95 million plus the assumption of certain resident refund liabilities that are generally paid out of the entry-fee units. The community consists of 500 independent living retirement apartments, a 120 bed skilled nursing facility and a 140 bed assisted living facility. The Company consummated the acquisition through a joint venture owned 20% by ARC and 80% by investors in a senior housing strategy fund managed by Prudential Real Estate Investors (PREI(R)), the real estate investment management business of Prudential Financial, Inc. Capmark Bank provided approximately $62 million of senior mortgage debt financing for the transaction. The remainder of the purchase price was funded by proportional capital contributions from the members of the joint venture entity. ARC will manage the independent living component of the community pursuant to a long-term management agreement and will lease the health center (assisted living and skilled nursing components) from the joint venture. Company Profile American Retirement Corporation is a national senior living and health care services provider offering a broad range of care and services to seniors, including independent living, assisted living, skilled nursing and Alzheimer's care. Established in 1978, the Company believes that it is a leader in the operation and management of senior living communities, including independent living communities, continuing care retirement communities, free-standing assisted living communities, and the development of specialized care programs for residents with Alzheimer's and other forms of dementia. The Company's operating philosophy is to enhance the lives of seniors by striving to provide the highest quality of care and services in well-operated communities designed to improve and protect the quality of life, independence, personal freedom, privacy, spirit, and dignity of its residents. The Company currently operates 83 senior living communities in 19 states, with an aggregate unit capacity of approximately 16,200 units and resident capacity of approximately 17,800. The Company owns 34 communities (including 14 communities in joint ventures), leases 44 communities, and manages 5 communities pursuant to management agreements. Safe Harbor Statement Statements contained in this press release and statements made by or on behalf of ARC relating hereto may be deemed to constitute forward-looking information made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company or its management, including, without limitation, all statements regarding the Company's expectations concerning the future financial performance of the community and its effect on the Company's financial performance. These forward-looking statements may be affected by certain risks and uncertainties, including without limitation the following: (i) the Company's ability to integrate the community into the Company's operations, (ii) the risk that the Company will be unable to improve its results of operations, increase cash flow and reduce expenses, (iii) the risks associated with adverse market conditions of the senior housing industry and the United States economy in general, (iv) the risk associated with the Company's significant debt and lease obligations, and (v) the risk factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2005 under the caption "Risk Factors" and in the Company's other filings with the SEC. In light of the significant uncertainties inherent in the forward-looking statements included herein, the Company's actual results could differ materially from such forward-looking statements. The Company does not undertake any obligation to publicly release any revisions to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. CONTACT: American Retirement Corporation, Nashville Ross C. Roadman, 615-376-2412 -----END PRIVACY-ENHANCED MESSAGE-----