ASSISTED 4 LIVING, INC. : Completion of the acquisition or disposition of assets, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

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Item 2.01 Completion of Acquisition or Disposal of Assets

At October 18, 2021, Assisted 4 Living, Inc., a Nevada company (the “Company”), through its indirect wholly owned subsidiaries, has completed the acquisition of Grace Care Centers and its subsidiaries (collectively, the “Seller”) of three qualified nursing care facilities located in Texas (the “Facilities”), including real estate, buildings, structures, improvements, fixtures and certain other assets comprising the Facilities (together with the Facilities, the “Assets”) in exchange for a purchase price global $ 7,750,000 (the purchase price “). The assets were acquired under and in accordance with three purchase and sale agreements and three management transfer agreements (collectively, the “Purchase Agreements”).

The Facilities, located in Olney, Nocona and Henriette, Texas, are all rated 5 stars by CMS for quality and have a total of 258 beds. The facilities will continue to be leased to the local hospital districts, who will continue to be the licensed operators of the facilities. The Company, through indirect wholly-owned subsidiaries, now owns the assets and will manage the day-to-day operations of the facilities in accordance with the management agreements it assumed in the transaction.

The Company, through its indirect wholly-owned subsidiary, financed a portion of the purchase price with a loan of Arena Limited SPV, LLC (“Lender”) of the principal amount of $ 6,600,000 (a “loan). The principal outstanding bears interest at an annual rate equal to the sum of the prime rate plus 4.125%, with a minimum interest rate per annum of at least 7.875%. Monthly interest payments only begin the December 15, 2021, and continues each month until the loan maturity date on April 18, 2023, date on which any principal unpaid and accrued and unpaid interest is due and payable. If principal, interest or any other amount due under the loan (other than payment of principal due on the due date), is not paid on or before the due date, the Company is obligated to pay the lender on demand an amount equal to 5% of this unpaid sum. In the context of any repayment or early repayment of the principal, non-refundable costs equal to 0.5% of the principal amount of this repayment or early repayment are due. The Company may prepay the outstanding amount in whole, but not in part, upon written notice to the Lender.

The Company has the right to extend the original maturity date to October 15, 2023 upon written notice to the lender and payment to the lender of a non-refundable commission equal to 1% of the outstanding principal balance no later than 30 days before the due date. The Company may further extend the Maturity Date, up to April 15, 2024, upon written notice to the lender and payment to the lender of a non-refundable commission equal to 1% of the outstanding principal balance before the extended maturity date.

The Loan is secured by a first priority lien on the Assets, including all amounts received by the Company or any subsidiary constituting rent or other payment under leases or management fees under each of the management agreements. , which must be deposited in a separate account at a bank and held in trust for the lender. The Loan is subject to customary covenants, positive and negative, as well as customary default or non-payment or breach of covenants provisions for loans of this nature. Pursuant to a guarantee agreement, the Company and several of its direct and indirect wholly owned subsidiaries have each unconditionally guaranteed to the Lender the payment of all debts, commitments and obligations of any kind and nature under the Loan.

The above summary of the acquisition of the assets under the purchase contracts and loan documents, and the transactions contemplated under them and any other agreements to be entered into by the parties are qualified in their entirety by reference to the full text of purchase contracts. , which are attached hereto as Exhibits 2.1 to 2.7, and the Loan Documents, which are attached hereto as Exhibits 10.1 to 10.3, all of which are incorporated herein by reference. You are urged to read said attachments hereto in their entirety.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information set out in Item 2.01 above is incorporated by reference in this Item 2.03.


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Item 9.01 Financial statements and supporting documents.

(a) Financial statements of the acquired business.

The Company intends to file the Seller’s financial statements required by Section 9.01 (a) as part of an amendment to this report no later than 71 calendar days after the filing date required for this report.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01 (b) as part of an amendment to this report no later than 71 calendar days after the filing date required for this report.



d) Exhibits.



Exhibit
Number       Description
2.1*           Purchase and Sale Agreement dated as of June 21, 2021 by and
             between Grace Properties Olney, LLC, and Real Living Property
             Holdings - Texas, LLC
2.2*           Management Transfer Agreement dated as of June 21, 2021 by and
             between GCC Olney, LLC and Olney Health and Rehab Center, LLC
2.3*           Purchase and Sale Agreement dated as of June 21, 2021 by and
             between Grace Properties Nocona, LLC, and Real Living Property
             Holdings - Texas, LLC
2.4*           Management Transfer Agreement dated as of June 21, 2021 by and
             between GCC Nocona, LLC and Nocona Health and Rehab Center, LLC
2.5*           Purchase and Sale Agreement dated as of June 21, 2021 by and
             between Grace Properties Henrietta, LLC, and Real Living Property
             Holdings - Texas, LLC
2.6*           Management Transfer Agreement dated as of June 21, 2021 by and
             between GCC Henrietta, LLC and Henrietta Health and Rehab Center,
             LLC
2.7*           Guarantee of Indemnification Obligations made as of June 21, 2021,
             by Jake Hallsted for the benefit of Nocona Health and Rehab Center,
             LLC, Henrietta Health and Rehab Center, LLC, Olney Health and Rehab
             Center, LLC and Real Living Property Holdings - Texas, LLC
10.1           Loan Agreement dated as of October 18, 2021 between Real Living
             Property Holdings - Texas, LLC and Arena Limited SPV, LLC
10.2           Promissory Note dated October 18, 2021 made by Real Living Property
             Holdings - Texas, LLC and payable to Arena Limited SPV, LLC
10.3           Guaranty made as of October 18, 2021, by Assisted 4 Living, Inc.
             and subsidiaries for the benefit of Arena Limited SPV, LLC
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)





* Previously filed under the same part number with the company’s 8-K form filed in June

  24, 2021.




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