DAC Acquisition Completes Deal to Acquire Diversicare

A merger agreement between DAC Acquisition LLC and Diversicare Healthcare Services (OTCQX: DVCR) is complete, according to an announcement made Friday.

Diversicare’s stockholders will receive an amount of cash equal to $10.10 per share of Diversicare common stock, as was previously reported by Skilled Nursing News when the proposed deal was announced back in August. The price represents a value of approximately 256% from Diversicare’s closing share price on Aug. 19.

Diversicare’s stockholders gave a green light to the deal during a special meeting held on Nov. 18. Over 99% of the Diversicare common stock represented in person or by proxy at the meeting, and more than 89% of the total number of Diversicare common stock outstanding, were in favor of the deal, according to a press release.

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Diversicare provides long-term care services to patients in 61 nursing centers and 7,250 skilled nursing beds.

CIBC Bank USA also supported the acquisition with a $100 million term loan. The loan reportedly encompassed a 15-home skilled nursing portfolio located in Kansas, Texas, Alabama, and Tennessee totaling approximately 1,400 skilled nursing beds, according to a CIBC press release. The homes have an effective age of 25 years, historical occupancy of around 75%, and have historically run a 15% EBITDAR margin.

In addition to the five-year $100.0 million mortgage loan, a $10.0 million revolving line of credit was also provided for working capital.

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Matthew Tyler and Neal Netzel handled the financing for CIBC.

Diversicare will continue to be managed by its current management team of Jay McKnight, president and CEO; Becky Bodie, executive vice president and chief operating officer; and Kerry Massey, executive vice president and chief financial officer.

Diversicare published its earnings details on Nov. 10, reporting a net loss from continuing operations at -$2.9 million, or -43 cents per share in the third quarter.

The Brentwood, Tenn.-based skilled nursing operator pointed to its inability to apply Provider Relief Fund (PRF) monies to offset lost revenue during the third quarter. The provider has received $51.6 million in PRF as of Sept. 30; $6 million of this fund offset lost revenue during the second quarter, and $3.7 million for the same purpose during the third quarter in 2020.

As a private company, shares of Diversicare’s common stock will no longer be listed for trading on the OTCQX.

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