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): October 30,
2007
————————————
NATIONAL
HEALTHCARE CORPORATION
(Exact
name of registrant as specified in its charter)
————————————
|
Delaware
|
001-13489
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52-2057472
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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100
Vine Street, Suite 1400
Murfreesboro,
Tennessee 37130
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (615) 890-2020
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:
[ ]
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.
On
October 30, 2007 National HealthCare Corporation (“NHC”) entered into a
Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as
lender (the “Lender”). The Credit Agreement provides for a
$75,000,000 revolving credit facility (the “Credit Facility”), of which
of up $5,000,000 may be utilized for letters of credit.
The
Credit Facility matures 364 days after the closing date, October 30,
2007. Between 90 and 120 days prior to the maturity date, NHC may
request the extension of the maturity date. If the Lender elects to
consent to such extension, subject to certain conditions, the maturity date
will
be extended to the date which is 364 days after the then maturity
date. The Credit Facility is available for general corporate
purposes, including working capital and acquisitions.
NHC
is
permitted to prepay the loans outstanding under the Credit Facility at any
time,
without penalty. Loans bear interest at either (i) the Eurodollar
rate plus 0.25% or (ii) the base rate. Letter of credit fees are
equal to 0.25% times the maximum amount available to be drawn under outstanding
letters of credit.
NHC’s
obligations under the Credit Agreement are guaranteed by certain NHC
subsidiaries and are secured by pledges by NHC and the guarantors of (i)
100% of
the equity interests of domestic subsidiaries and (ii) up to 65% of the voting
equity interests and 100% of the non-voting equity interests of foreign
subsidiaries, in each case, held by NHC or the guarantors.
The
Credit Agreement contains customary representations and warranties, and
covenants, including covenants that restrict, among other things, asset
dispositions, mergers and acquisitions, dividends, restricted payments, debt,
liens, investments and affiliate transactions. The Credit Agreement
contains customary events of default.
The
foregoing is qualified in its entirety by reference to the full text of the
Credit Agreement, which is attached as Exhibit 10.1 hereto and incorporated
by
reference herein.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
October 31, 2007, NHC completed its acquisition of National Health Realty,
Inc.
(“NHR”) as contemplated by the Agreement and Plan of Merger (the
“Merger Agreement”), dated December 20, 2006, by and among Davis
Acquisition Sub LLC, NHC/OP, L.P., NHR and NHC, following the approval of
the
merger by the stockholders of NHR and the adoption of the amendment to the
Certificate of Incorporation of NHC and approval of the issuance of shares
of
NHC Series A Convertible Preferred Stock (“NHC Preferred”) by the
stockholders of NHC.
Pursuant
to the terms of the Merger Agreement, NHR merged into Davis Acquisition Sub
LLC,
a wholly-owned subsidiary of NHC. Each share of NHR, issued and
outstanding immediately prior to the merger, and not owned by Davis Acquisition
Sub LLC, NHC/OP, L.P. or NHC, were converted into the right to receive $9.00
in
cash, without interest, and one share of NHC Preferred.
NHC
expects to pay a total of approximately $97,571,000 in cash to NHR stockholders,
plus cash in lieu of fractional shares, and to issue approximately 10,841,250
shares of NHC Preferred pursuant to the terms of the Merger Agreement, based
on
the number of NHR shares of common stock deemed outstanding on October 31,
2007,
as calculated under the Merger Agreement.
The
foregoing description of the Merger Agreement is qualified in its entirety
by
reference to the full text of the Merger Agreement, a copy of which is attached
as Exhibit 2.1 to NHC’s current report on Form 8-K, filed on December 22, 2006
and incorporated by reference herein.
The
issuance of shares of NHC Preferred in the merger was approved at the special
meeting of NHC stockholders held on October 25, 2007; 10,319,320 votes, or
82.30% of the outstanding shares, were cast in favor of the issuance of the
NHC
Preferred in the merger.
A
copy of
the press release dated November 1, 2007 announcing the completion of the
merger
is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
For
important information regarding the merger, including the risks of the merger
and the businesses of NHC and NHR, investors are urged to read the Registration
Statement on Form S-4/A dated September 14, 2007, filed with the Securities
and
Exchange Commission.
Item
9.01. Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
Audited
historical financial statements of NHR for the fiscal year ended December
31,
2006 and the unaudited historical financial statements of NHR for the six
months
ended June 30, 2007 and 2006 were previously incorporated by reference into
the
Registration Statement on Form S-4/A dated September 14, 2007, filed with
the
Securities and Exchange Commission (“SEC”).
(b) Pro
Forma Financial Information.
Pro
forma
financial statements for NHC were previously reported in the Registration
Statement on Form S-4/A dated September 14, 2007, filed with the
SEC.
(d) Exhibits.
|
Exhibit
No.
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Description
of Exhibit
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10.1
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Credit
Agreement, dated October 30, 2007, between National HealthCare
Corporation
and Bank of America, N.A.
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99.1
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Press
Release dated November 1, 2007
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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.
Date: November
2, 2007
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NATIONAL
HEALTHCARE CORPORATION
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By: /s/
Robert G. Adams
Name: Robert
G. Adams
Title: President
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
|
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10.1
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Credit
Agreement, dated October 30, 2007, between National HealthCare
Corporation
and Bank of America, N.A.
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99.1
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Press
Release dated November 1, 2007
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