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)

March 6, 2013 (March 6, 2013)

ADVOCAT INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-12996	62-1559667
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1621 Galleria Boulevard, Brentwood, TN 37027

(Address of Principal Executive Offices) (Zip Code)

(615) 771-7575

(Registrant's telephone number, including area code)

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:

[ ] 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))

468089-1

Item 1.01    Entry into Material Definitive Agreement.

On March 6, 2013 (the “Effective Date”), Advocat Inc., (the "Company") through certain of its wholly owned subsidiaries (“Purchasers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cumberland & Ohio Co. of Texas, as receiver of the assets of SeniorTrust of Florida, Inc. (the “Seller”) to acquire certain land, improvements, furniture, fixtures and equipment, personal property and intangible property, together comprising: (i) a 77-bed skilled nursing facility known as Chanute HealthCare Center; (ii) an 80-bed skilled nursing facility known as Council Grove HealthCare Center; (iii) a 126-bed skilled nursing facility known as Haysville HealthCare Center; (iv) a 99-bed skilled nursing facility known as Larned HealthCare Center; and (v) a 62-bed skilled nursing facility known as Sedgwick HealthCare Center, all located in Kansas (collectively, the “Facilities”) for an aggregate purchase price of $15,500,000, subject to the terms and conditions of the Purchase Agreement (the “Purchase”). The Purchase is expected to close in the second quarter of 2013. The Facilities together have annual revenues of approximately $24 million and are expected to be accretive to earnings early in the Company’s tenure as the operator of the facilities. The Purchase will be financed in conjunction with a renewal and expansion of the Company’s credit facility with a syndicate led by The PrivateBank. A copy of a press release describing the Purchase is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

NumberExhibit

99.1        Press release dated March 6, 2013.

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 thereunto duly authorized.

ADVOCAT INC.

By:    /s/ James R. McKnight, Jr.    

James R. McKnight, Jr.

Chief Financial Officer

Date:    March 6, 2013

EXHIBIT INDEX

NumberExhibit

99.1        Press release dated March 6, 2013.

EX-99.1

Company Contact:	Investor Relations:
Kelly J. Gill	Charles Lynch
Chief Executive Officer	Westwicke Partners
615-771-7575	443-213-0504

Advocat Announces Purchase Agreement for Kansas Portfolio

BRENTWOOD, TN, (March 6, 2013) – Advocat Inc. (NASDAQ: AVCA) a premier provider of long term care services primarily in the Southeast and Southwest, today announced a definitive agreement to purchase five skilled nursing centers in Kansas for $15.5 million. The acquisition is expected to close in the second quarter of 2013. The nursing centers have annual revenues of approximately $24 million and are expected to be accretive to earnings early in the Company’s tenure as operator. The acquisition will be financed in conjunction with a renewal and expansion of the Company’s credit facility with a syndicate led by The PrivateBank.

Commenting on the transaction, Kelly J. Gill, the Company’s President and Chief Executive Officer, stated, “I am very pleased to continue our portfolio expansion activity with the significant transaction announced today. The acquisition of the Kansas facilities will increase our center count by more than 10 percent. Moreover, these five buildings will be the beginning of a new region for us in a state where we are excited to enter into operation. The opportunity for us to expand our footprint, grow operating income and continue to execute on our growth strategy sets a strong tone for this year. We are also pleased to be deepening our relationship with our primary lender, The PrivateBank, through a transaction that will increase our owned-facility portfolio. Finally, and most important, the Kansas centers are staffed with a wonderful work force who we look forward to welcoming into the Advocat family.”

FORWARD-LOOKING STATEMENTS

The “forward-looking statements” contained in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictive in nature and are frequently identified by the use of terms such as “may,” “will,” “should,” “expect,” “believe,” “estimate,” “intend,” and similar words indicating possible future expectations, events or actions. These forward-looking statements reflect our current views with respect to future events and present our estimates and assumptions only as of the date of this release. Actual results could differ materially from those contemplated by the forward-looking statements made in this release. In addition to any assumptions and other factors referred to specifically in connection with such statements, other factors, many of which are beyond our ability to control or predict, could cause our actual results to differ materially from the results expressed or implied in any forward-looking statements including, but not limited to, our ability to successfully close the acquisition and to license, certify and operate the new Kansas facilities, as well as other risk factors detailed in the Company’s Securities and Exchange Commission filings. The Company has provided additional information in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as well as in its other filings with the Securities and Exchange Commission, which readers are encouraged to review for further disclosure of other factors. These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from anticipated results. These risks and uncertainties also may result in changes to the Company’s business plans and prospects. Advocat Inc. is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.

Advocat provides long-term care services to patients in 48 skilled nursing centers containing 5,538 licensed nursing beds, primarily in the Southeast and Southwest. For additional information about the Company, visit Advocat’s web site: www.advocatinc.com.