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): February 7, 2006
(February 1, 2006)
AMERICAN RETIREMENT CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Tennessee 01-13031 62-1674303
----------------------------- ------------ --------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
---------------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
(615) 221-2250
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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 (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 February 1, 2006, we entered into a Purchase and Sale Agreement with
Town Village Leawood, LLC, Town Village Arlington, L.P., Town Village Dallas,
L.P. and Town Village Fort Worth, L.P. (collectively, "Cypress"), affiliates of
Cypress Senior Living, Inc., to acquire four senior living communities from
Cypress. The communities are located in Arlington, Dallas and Ft. Worth, Texas
and Leawood, Kansas. The aggregate purchase price for the acquired assets is
$146,286,500, subject to customary closing adjustments and transaction expenses.
We will consummate the acquisition through two joint ventures to be formed
with an institutional real estate investor. The joint ventures will be owned 20%
by us and 80% by our joint venture partner. Merrill Lynch Capital, a division of
Merrill Lynch Business Financial Services Inc., has committed to provide the
joint ventures with approximately $95.5 million of mortgage financing for the
acquisition. The remainder of the purchase price will be funded by proportional
capital contributions by the joint venturers. We will manage the portfolio
pursuant to a long-term management agreement.
In connection with the execution of the agreement, we and our joint venture
partner made a $5,500,000 earnest money deposit toward the purchase price, which
is being held by a third party escrow agent. The consummation of the
transaction, which is subject to satisfaction of certain closing conditions and
contingencies, is expected to be no later than February 28, 2006.
Risks Associated with Forward-Looking Statements
------------------------------------------------
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 formation of the joint ventures
and 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 form the joint ventures, complete the Cypress portfolio acquisition
and integrate it into our operations, (ii) our ability to consummate the
anticipated Merrill Lynch financing, (iii) our ability to satisfy the closing
conditions for the transaction, (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 risks associated with our debt and
lease obligations, 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.
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.
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
----------------------------------
Bryan D. Richardson
Executive Vice President - Finance
and Chief Financial Officer
Date: February 7, 2006