Item 1.01 Entry into a Material Definitive Agreement.
On October 13, 2021, Assisted 4 Living, Inc., a Nevada corporation (the
"Company"), entered into an Agreement of Purchase and Sale (the "Purchase
Agreement"), by and between the Company and Crete Plus Five Property, L.L.C.,
Iowa Lincoln County Property, L.L.C., Muscatine Toledo Properties, L.L.C. and
Avery Street Property, L.L.C. (collectively, "Seller"). Seller is the owner of
13 senior housing facilities located in Iowa, Nebraska and Florida
(collectively, the "Facilities") as well the real property underlying the
Facilities (the "Properties"). The Purchase Agreement is for the purchase of the
Facilities, the Properties and all of Seller's right, title and interest in all
of the personal property located at the Properties, other than certain personal
property described in Exhibit B attached to the Purchase Agreement, such as cash
and the tradenames and books and records of Seller. The Company's indirect
wholly-owned subsidiaries currently lease the Properties from Seller, and
operate the Facilities, pursuant to an Master Lease dated as of May 13, 2015, as
amended.
The purchase price for the Facilities and the Properties is $59,000,000. The
Company paid a $3,000,000 deposit (the "Deposit") in June upon execution of a
letter of intent with Seller as part of the Trillium transaction, and the
Company will receive a credit at closing against the purchase price in the
amount of the Deposit. If the Purchase Agreement is terminated prior to closing
for any reason other than breach of the Purchase Agreement by Seller, the
Deposit will be paid to Seller as liquidated damages. The closing is to occur on
March 1, 2022; provided, however, the Company may extend the March 1, 2022
closing date to no later than March 31, 2022, upon written notice to Seller
prior to the February 15, 2022.
The foregoing summary of the Purchase Agreement and the transactions
contemplated thereunder are qualified in their entirety by reference to the full
text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference. You are urged to read said exhibit attached
hereto in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement of Purchase and Sale by and between Assisted 4 Living,
Inc. and Crete Plus Five Property, L.L.C., Iowa Lincoln County
Property, L.L.C., Muscatine Toledo Properties, L.L.C. and Avery
Street Property, L.L.C., entered into as of October 13, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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