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):
November 3, 2005 (November 2, 2005)
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 Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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 (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 November 2, 2005, we completed our acquisition, through a
newly-formed joint venture, of eight senior living communities from an affiliate
of Epoch Senior Living, Inc. The communities are located in Arizona (2),
Colorado, Georgia, Kansas, Minnesota, Nevada and Texas.
In order to consummate the acquisition, we assigned our rights in the
purchase agreement to a joint venture entity owned 20% by us and 80% by a senior
housing affiliate of Prudential Real Estate Investors, the real estate
investment management business of Prudential Financial. The joint venture
acquired the communities for a purchase price of $138,000,000 (subject to
customary closing adjustments) plus customary transaction expenses. In addition,
the joint venture assumed certain operating obligations of the communities at
closing. Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services Inc., provided $85 million of five-year term debt financing to the
joint venture to fund a portion of the purchase price, with the remainder of the
purchase price funded by proportional capital contributions from us and the
affiliate of Prudential Real Estate Investors. The debt bears interest at one
month LIBOR plus 2% and requires payments of interest only.
At closing, we also entered into a long-term management agreement
pursuant to which we agreed to manage the communities.
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 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 Epoch portfolio into
our operations, (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 risk associated with our significant
leverage, and (v) 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.
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
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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 November 3, 2005, 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 November 3, 2005
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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: November 3, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated November 3, 2005
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