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
September 14, 2005 (September 8, 2005)
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Date of report (Date of earliest event reported)
AMERICAN RETIREMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Tennessee 01-13031 62-1674303
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
(615) 221-2250
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 240.14a-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
On September 8, 2005, we entered into a Purchase and Sale Agreement with
Epoch SL VI, Inc. ("Epoch"), an affiliate of Epoch Senior Living, Inc., pursuant
to which we have agreed to acquire eight senior living communities from Epoch.
The communities are located in Arizona (2), Colorado, Georgia, Kansas,
Minnesota, Nevada and Texas. The purchase price for the acquired assets is
$138,000,000 (subject to customary closing adjustments) plus customary
transaction expenses. In addition, we have agreed to assume certain operating
liabilities of Epoch at closing. In connection with the execution of the
agreement, we made a $5,000,000 deposit toward the purchase price, which is
being held in accordance with the terms of an escrow agreement with Epoch and a
third party escrow agent.
The consummation of the transaction is subject to receipt of required
regulatory approvals and satisfaction of certain closing conditions and
contingencies. The transaction is expected to close no later than December 15,
2005.
To facilitate the initial closing of the transaction, on September 14,
2005, we obtained a firm commitment from Merrill Lynch Capital, a division of
Merrill Lynch Business Financial Services Inc., to provide all of the debt
financing for the transaction. Under this commitment, we may draw up to $110
million of 5-year term financing, if necessary. In addition, we are evaluating
opportunities to work with prospective joint venture partners in an effort to
optimize the long-term use of our corporate capital resources. The capital
structure will be finalized taking into consideration various tax, legal and
financial matters.
Risks Associated with Forward-Looking Statements
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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 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 complete the Epoch portfolio
acquisition and integrate it into our operations, (ii) our ability to consummate
the anticipated financing, (iii) our ability to obtain the required regulatory
approvals and satisfy the other closing conditions, (iv) the risk that we will
be unable to improve our results of operations, increase cash flow and reduce
expenses, (v) the risks associated with adverse market conditions of the senior
housing industry and the United States economy in general, (vi) the risk
associated with our significant leverage, and (vii) the risk factors described
in our Annual Report on Form 10-K/A for the year ended December 31, 2004 under
the caption "Risk Factors" and in our other filings with the SEC.
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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.
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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
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Bryan D. Richardson
Executive Vice President - Finance
and Chief Financial Officer
Date: September 14, 2005
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