The Beverly sale is still a “go,” but the sale price has dropped 50 cents per share and the buyer has changed. And the door is wide open again to other bidders.
Previously arranged financing commitments, including a $350 million equity commitment and a $50 million letter of credit have been fulfilled, Fort Smith, AR-based Beverly Enterprises Inc. disclosed Monday.
But Beverly said it entered into an amended merger agreement at a revised all-cash price of $12.50 per share. Fillmore Strategic Investors LLC, an affiliate of private equity firm Fillmore Capital Partners, will replace North American Senior Care and its affiliates as the acquiring entity.
NASC, whose financial obligations were due last Friday, is no longer a party to the merger agreement, Beverly said. NASC had bid $12.80 and then $13 per share but had been challenged by politicians and others over business practices with some of its other properties.
As part of the new deal, Beverly said it also has the right to actively solicit “superior” merger proposals from other parties for a period ending Dec. 12. During this period, the company would not be required to pay a break-up fee to Fillmore. Beverly previously had a break-up fee agreement with NASC that would have made it extremely costly, and unlikely, for another bidder to enter the picture.
