ATLANTA, Dec. 8, 2016 /PRNewswire/ -- AdCare
Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA), a
self-managed healthcare real estate investment company that invests
primarily in real estate purposed for senior living and long-term
healthcare, today announced that it has commenced a cash tender
offer (the "Tender Offer") for any and all of its outstanding 10%
Convertible Subordinated Notes Due April 30,
2017 (the "Convertible Notes"). The purchase price
offered is cash in an amount equal to $1,000 per $1,000
principal amount of the Convertible Notes purchased, plus accrued
and unpaid interest to, but not including, the payment date. There
is currently $7,700,000 aggregate
principal amount of the Convertible Notes outstanding. The Tender
Offer is being made on the terms and subject to the conditions set
forth in the Company's Offer to Purchase dated December 8, 2016 (the "Offer to Purchase"). The
Offer to Purchase and the related letter of transmittal more fully
set forth the terms of the Tender Offer.
The Tender Offer will expire at midnight, New York City time, at the end of Monday, January 9, 2017, unless extended or
earlier terminated as described in the Offer to Purchase (such date
and time, as the same may be extended, the "Expiration Time").
Tendered Convertible Notes may be withdrawn by holders at any time
prior to the Expiration Time, and withdrawn Convertible Notes may
be re-tendered by a holder at any time prior to the Expiration
Time, in each case, in accordance with the procedures set forth in
the Offer to Purchase.
The Company's obligation to accept for purchase and to pay for
Convertible Notes validly tendered and not validly withdrawn
pursuant to the Tender Offer is subject to the satisfaction or
waiver, in the Company's discretion, of the conditions described in
the Offer to Purchase. Subject to applicable law, the Company may
in its sole discretion waive or modify any conditions to, or
terminate or extend, the Tender Offer.
Questions and Requests for Documents
Any questions or requests for assistance concerning the Tender
Offer may be directed to AdCare Health Systems, Inc. at 454
Satellite Blvd. NW, Suite 100, Suwanee,
Georgia 30024, Attention: Corporate Secretary, or (678)
869-5116. Requests for a copy of the Offer to Purchase, the related
letter of transmittal or any other related documents may be
directed to the same address and telephone number. The Tender Offer
documents are also available online without charge on the website
of the Securities and Exchange Commission at www.sec.gov.
This press release is for informational purposes only and is not
an offer to purchase, or a solicitation of an offer to purchase, or
a call for redemption of, any securities. The Tender Offer is being
made solely pursuant to the Offer to Purchase and the related
letter of transmittal, which set forth the complete terms of the
Tender Offer.
About AdCare Health Systems
AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA)
is a self-managed healthcare real estate investment company that
invests primarily in real estate purposed for senior living and
long-term healthcare through facility lease and sub-lease
transactions. AdCare currently owns, leases or manages for third
parties 29 facilities. For more information about AdCare, visit
www.adcarehealth.com.
Important Cautions Regarding Forward-Looking
Statements
Statements contained in this press release that are not
historical facts may be forward-looking statements within the
meaning of federal law. Such statements can be identified by the
use of forward-looking terminology, such as "believes," "expects,"
"plans," "intends," "anticipates" and variations of such words or
similar expressions, but their absence does not mean that the
statement is not forward-looking. Forward-looking statements
reflect management's beliefs and assumptions and are based upon
information currently available to management and involve known and
unknown risks, results, performance or achievements of AdCare,
which may differ materially from those expressed or implied in such
statements. Such factors are identified in the public filings made
by AdCare with the Securities and Exchange Commission, including
AdCare's Annual Report on Form 10-K for the year ended December 31, 2015, and AdCare's subsequently
filed Quarterly Reports on Form 10-Q. There is no assurance that
such factors or other factors will not affect the accuracy of such
forward-looking statements. Except where required by law, AdCare
undertakes no obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date of
this press release.
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SOURCE AdCare Health Systems, Inc.
