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)

November 1219, 2021 (November 18, 2021)

Diversicare Healthcare Services, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-12996	62-1559667
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1621 Galleria Boulevard, Brentwood, TN 37027

(Address of Principal Executive Offices) (Zip Code)

(615) 771-7575

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DVCR	OTCQX

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:

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

~~Item~~Introductory ~~8.01 Other Events~~Note

On ~~August~~November 2719, 2021, ~~Diversicare Healthcare Services, Inc., a Delaware corporation~~ (the “~~Company~~Closing Date”), ~~announced~~pursuant to the ~~execution~~terms of anthe Agreement and Plan of Merger (~~as it may be amended, supplemented or otherwise modified from time to time,~~ the “Merger Agreement”), dated as of August 26, 2021, ~~with~~by and among Diversicare Healthcare Services, Inc. (the “Company”), DAC Acquisition LLC, a Delaware limited liability company (“Parent”), and DVCR Acquisition Corporation, a Delaware corporation, ~~pursuant~~and towholly ~~which~~owned subsidiary of Parent (“Merger Sub”), ~~will~~Parent ~~merge~~completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent ~~(the “Merger”)~~.

InItem ~~connection with the Merger, on October 20, 2021, the Company filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the U~~1.S02. Termination ~~Securities and Exchange Commission (the “SEC”). The Proxy Statement relates to the special meeting~~ of ~~stockholders~~a ofMaterial ~~the~~Definitive ~~Company to be held on November 18, 2021, to consider matters and transactions relating to the Merger~~Agreement.

Since the filing of the Proxy Statement, several purported stockholders of the Company sent demand letters (the “Demand Letters”) requesting that the Company provide additional disclosures in a supplement to the Proxy Statement. The ~~Company~~information ~~believes~~set ~~that~~forth ~~the allegations~~ in ~~the~~Item ~~Demand Letter are meritless and no additional disclosure is required in the Proxy Statement~~5.02 ~~However, in order to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing~~ of ~~the Merger, the Company hereby voluntarily amends and supplements the Proxy Statement with the supplemental disclosures (the “Supplemental Disclosures”) set forth below in~~ this Current Report on Form 8-K ~~(this~~is ~~“Report”).~~incorporated ~~The~~by ~~Company~~reference ~~and~~into ~~its board of directors deny any liability or wrongdoing in connection with the Proxy Statement, and nothing in~~ this ~~Report~~Item ~~should be construed as an admission of the legal necessity or materiality under applicable laws of any of the Supplemental Disclosures~~1.02.

~~SUPPLEMENTAL~~Immediately ~~DISCLOSURES~~following TOthe ~~PROXY~~Effective ~~STATEMENT~~Time (as defined below), the Diversicare Healthcare Services, Inc. 2010 Long-Term Incentive Plan, as amended from time to time, was terminated.

~~The~~Item ~~Supplemental Disclosures should be read in conjunction with the Proxy Statement, which should be read in its entirety and is available free of charge on the SEC’s website at http://www~~2.~~sec~~01.~~gov.~~ Completion ~~Page~~of ~~number~~Acquisition references below are to page numbers in the Proxy Statement, and capitalized terms used but not defined herein have the meanings set forth in the Proxy Statement. To the extent the information in the Supplemental Disclosures differs from or ~~conflicts~~Disposition ~~with~~of ~~the information contained in the Proxy Statement, the information set forth in the Supplemental Disclosures shall be deemed to supersede the respective information in the Proxy Statement~~Assets. ~~Underlined text shows text being added to a referenced disclosure in the Proxy Statement.~~

~~The~~At ~~disclosure~~the ineffective time of the ~~last~~Merger ~~paragraph~~(the on“Effective ~~page~~Time”), 5each share of Company common stock, par value $0.01 per share (the ~~Proxy~~“Company ~~Statement~~Common ~~under~~Stock”), issued and outstanding immediately prior to the ~~heading~~Effective ~~“Go-Shop;~~Time ~~Board~~(other ~~Recommendation~~than ~~Change”~~(i) isshares ~~hereby~~of ~~supplemented~~Company Common Stock held by ~~adding~~the aCompany ~~new~~as ~~second~~treasury ~~sentence~~stock toor owned by Parent or Merger Sub and (ii) shares of Company Common Stock held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares) was automatically converted into the ~~paragraph~~right asto ~~follows:~~receive cash in an amount equal to $10.10 per share, net of applicable withholding taxes and without interest thereon (the “Merger Consideration”).

~~Upon~~In ~~expiration~~addition, at the Effective Time, by virtue of the ~~go-shop~~Merger ~~period~~and without any action on the part of the holders, (i) each outstanding option to purchase shares of Company Common Stock (each, a “Company Option”) issued under the 63Diversicare ~~prospective~~Healthcare ~~buyers~~Services, ~~contacted~~Inc. by2010 ~~BCA~~Long-Term Incentive Plan, 13(the ~~parties~~“Incentive ~~entered~~Plan”), ~~into~~whether ~~confidentiality~~or ~~agreements~~not ~~with~~vested, was cancelled and, in consideration thereof, the holder of such Company ~~and~~Option ~~were~~received ~~provided~~an ~~access~~amount to(such ~~certain~~amount, ~~non-public~~the ~~information~~“Company ~~relating~~Option Consideration”) in cash equal to, net of applicable tax withholding, the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of Company. ~~The~~Common ~~confidentiality~~Stock ~~agreements~~underlying ~~included~~such Company Option, ~~among~~multiplied ~~other~~by ~~things~~(y) the total number of shares of Company Common Stock subject to such Company Option; (ii) each outstanding restricted stock unit of the Company (each, ~~confidentiality~~a ~~provisions~~“Company RSU Award”) issued under the Incentive Plan, ~~non-solicitation~~whether ~~provisions~~or not vested, was cancelled and, ain ~~customary~~consideration ~~standstill~~thereof, onthe holder of such Company RSU Award received an amount (such amount, the ~~party’s~~“Company ~~ability~~RSU toAward ~~acquire~~Consideration”) ~~any~~in cash equal to, net of applicable tax withholding, the Merger Consideration in respect of each share of Company’s ~~common~~Common Stock subject to such Company RSU Award; (iii) each outstanding share of restricted stock, ~~but~~(each a “Company Restricted Stock Award”) issued under the ~~confidentiality~~Incentive ~~agreements~~Plan, ~~did~~whether or not ~~include~~vested, was cancelled and, in consideration thereof, the holder of such Company Restricted Stock Award received an amount (such amount, the “~~don’t~~Company ~~ask~~Restricted Stock Award Consideration”) in cash equal to, ~~don’t~~net ~~waive~~of applicable tax withholding, the Merger Consideration in respect of each share of Company Common Stock subject to such Company Restricted Stock Award; and (iv) each outstanding stock appreciation right (each, a “Company Stock Appreciation Right”) issued under the Incentive Plan, and had an exercise price per share of Company Common Stock that was less than the Merger Consideration, was cancelled and, in consideration thereof, the holder of such Company Stock Appreciation Right received an amount (such amount, the “~~DADW~~Company Stock Appreciation Right Consideration”) ~~provisions~~in cash equal to, net of applicable tax withholding, the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock underlying such Company Stock Appreciation Right, multiplied by (y) the total number of shares of Company Common Stock subject to such Company Stock Appreciation Right. For the avoidance of doubt, any Company Option or Company Stock Appreciation Right with an exercise price equal to or greater than the Merger Consideration was canceled for no consideration.

The ~~disclosure~~Company’s indefinitive proxy statement, filed with the ~~seventh~~Securities ~~paragraph~~and Exchange Commission (the “SEC”) on ~~page~~October 2520, of2021 (the “Proxy Statement”), ~~under~~and the ~~heading~~Company’s ~~“Background~~Current ofReport on Form 8-K, filed with the SEC on November 12, 2021, contain additional information about the Merger” isand ~~hereby~~the ~~supplemented~~Merger byAgreement, ~~amending~~including information concerning the interests of directors, executive officers and ~~restating~~affiliates of the ~~paragraph~~Company asin ~~follows:~~the Merger.

OnThe ~~April~~foregoing ~~30,~~description ~~2021,~~of the ~~Company~~Merger ~~executed a confidentiality agreement with Party A,~~ and ~~on May 18, 2021,~~ the ~~Company~~Merger ~~began~~Agreement ~~providing~~does ~~information~~not ~~that~~purport ~~Party~~to Abe ~~requested~~complete ~~through~~and anis ~~online~~qualified ~~data~~in ~~room.~~its ~~The~~entirety ~~confidentiality~~by ~~agreement~~reference ~~included,~~to ~~among~~the ~~other~~Merger ~~things~~Agreement, ~~confidentiality~~which ~~provisions,~~was ~~non-solicitation~~filed ~~provisions~~as ~~and~~Exhibit a2.1 ~~customary~~to ~~standstill on~~ the ~~party~~Company’s ~~ability~~Current toReport ~~acquire~~on ~~any~~Form of8-K, ~~the~~filed ~~Company’s~~with ~~common~~the ~~stock,~~SEC ~~but~~on ~~the~~August ~~confidentiality~~27, ~~agreement~~2021, ~~did~~and ~~not~~is ~~include~~incorporated ~~DADW~~by ~~provisions~~reference herein.

~~The~~Item ~~disclosure~~3.01. Notice ~~in the paragraph on page 29~~ of ~~the~~Delisting ~~Proxy~~or ~~Statement~~Failure ~~immediately~~to ~~preceding~~Satisfy ~~the~~a ~~heading~~Continued ~~“Recommendation~~Listing ofRule ~~the~~or ~~Board~~Standard; ~~Reasons~~Transfer ~~for~~of ~~the Merger” is hereby supplemented by adding a new fifth sentence to the paragraph as follows:~~Listing.

~~Following~~The ~~the~~information ~~execution of the merger agreement, and pursuant to the go-shop provision~~ set forth in the ~~merger~~Introductory ~~agreement,~~Note ~~BCA,~~and ~~acting~~Item on2.01 ~~behalf~~ of ~~the~~this ~~Company,~~Current ~~commenced~~Report ~~the go-shop process by soliciting alternative acquisition proposals. The go-shop period expired at 11:59 p.m. (Eastern Standard Time)~~ on ~~September~~Form ~~30, 2021. During the go~~8-~~shop~~K ~~period,~~is ~~BCA~~incorporated ~~contacted~~by 63reference prospective buyers that the Company and BCA believed could have an interest in reviewing the opportunity and had the financial ability to pursue a potential strategic transaction with the Company. Of the 63 prospective buyers contacted, 13 parties entered into ~~confidentiality~~this ~~agreements~~Item ~~with the Company and were provided access to certain non-public information relating to the Company~~3. The confidentiality agreements included, among other things, confidentiality provisions, non-solicitation provisions and a customary standstill on the party’s ability to acquire any of the Company’s common stock, but the confidentiality agreements did not include DADW provisions01.

~~The~~As ~~disclosure~~a ~~under~~result ~~“Premia~~of ~~Analysis”~~the onMerger, ~~page~~all 35 of the ~~Proxy~~issued ~~Statement~~and outstanding stock of the Company is ~~hereby~~currently ~~supplemented~~owned by ~~amending~~Parent. The Company intends to timely file with the ~~first~~SEC ~~sentence~~a incertification on Form 15 under the ~~first~~Exchange ~~paragraph~~Act asrequesting ~~follows:~~that the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.

~~Premia~~Item ~~Analysis~~3.03. Material ~~BCA~~Modification ~~reviewed and analyzed, using publicly available information, the acquisition premia for 138 acquisition transactions announced from July 1, 2018~~ to ~~July~~Rights ~~31,~~of ~~2021. BCA~~Security sampled transactions with targets that were public companies based in the United States, acquirers that were based in the United States, and where the disclosed enterprise values for the transactions were between $25 million and $200 millionHolders.

The ~~disclosure~~information ~~under~~set ~~“Illustrative~~forth ~~Discounted~~in ~~Cash~~the ~~Flow~~Introductory ~~Analysis”~~Note onand ~~page~~Items 362.01, of3.01 ~~the~~and ~~Proxy~~5.03 ~~Statement~~of isthis ~~hereby~~Current ~~supplemented~~Report byon ~~amending~~Form ~~and~~8-K ~~restating~~is ~~the~~incorporated ~~first~~by ~~paragraph~~reference asinto ~~follows:~~this Item 3.03.

~~Illustrative~~At ~~Discounted Cash Flow Analysis. Using~~ the ~~Company~~Effective ~~forecasts~~Time, ~~provided~~each byholder ~~management for the remainder~~ of ~~2021 through 2030, BCA performed an illustrative discounted cash flow analysis on the~~ Company byCommon ~~calculating~~Stock ~~the~~issued ~~estimated net present value of the projected unlevered free cash flow (calculated as earnings before interest~~ and ~~taxes,~~outstanding ~~less~~immediately ~~taxes,~~prior plus depreciation and amortization, plus non-cash lease expense reconciliation, less professional liability cash reconciliation, plus stock compensation expense, plus WOTC tax credits, less settlement payments, less capital expenditures, and less the amount of any increase or plus the amount of any decrease in net working capital). Taking into account its experience and professional judgement, BCA used discount rates ranging from 7.5% to ~~8.5%, reflecting estimates of~~ the ~~Company’s~~Effective ~~weighted~~Time ~~average~~ceased ~~cost of capital (referred~~ to ashave ~~“WACC”)~~any torights ~~discount to present value~~ as ofa ~~June~~stockholder ~~30, 2021 (i) estimates~~ of ~~unlevered free cash flow for~~ the Company ~~for the second half of 2021 through 2030 as derived from the Company’s forecasts and~~ (~~ii)~~other athan ~~range of illustrative terminal values for~~ the ~~Company~~right ~~from $105.2 million~~ to ~~$126.2~~receive ~~million as of 2030, which were calculated by applying a Company perpetuity growth rate of 2.5% (approximate 10-year compounded annual growth rate of~~ the ~~future~~Merger ~~unlevered~~Consideration ~~free~~pursuant ~~cash~~to ~~flows of~~ the ~~Company~~Merger ~~through 2030~~Agreement). The terminal value calculation implied exit terminal year multiples ranging from 6.3x to 7.6x to a terminal year estimate of EBITDA of the Company, as derived from the Company forecasts. BCA derived the WACC range by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt and future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally. The number of fully diluted shares of the Company stock used in calculating the range of equity values per share was 6.7 million, which was based on management projections.

~~The~~Item ~~disclosure~~5.01. Change ~~under~~in ~~“Selected~~Control ~~Transaction Analysis” on page 36~~ of ~~the Proxy Statement is hereby supplemented by amending and restating the table as follows:~~Registrant.

Date Announced/Date Closed

Adjusted Enterprise Value1(in thousands)

Target

Acquiror

AEV / Beds

AEV / Revenue

AEV / EBITDAR

EV / EBITDA

August 2021 /TBD

$403.0

Diversicare

DAC Acquisition

52,702

0.8x

5.2x

4.7x

December 2017/ July 2018

$6,011.6

Kindred Healthcare

Humana

1.0x

8.6x

9.0x

February 2014/July 2014

$6,660.5

Emeritus Corporation

Brookdale Senior Living

148,216

3.3x

12.7x

14.9x

February 2013/July 2013

$ 545.8

Assisted Living Concepts

TPG Capital

58,361

2.4x

14.1x

16.8x

June 2012/December 2012

$ 1,456.0

Sun Healthcare

Genesis Healthcare

68,281

0.8x

6.6x

3.5x

July 2007/December 2007

$ 6,241.9

ManorCare Inc.

The Carlyle Group

144,110

1.6x

13.4x

13.2x

January 2007/ July 2007

$ 1,869.0

Genesis Healthcare

Formation Capital and JER Partners

69,986

1.0x

9.9x

10.1x

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.05.

1.At ~~Adjusted~~the ~~enterprise~~Effective ~~value~~Time, isas ~~calculated~~a asresult ~~equity~~of ~~value~~the ~~less~~Merger, ~~cash~~a &change ~~cash~~in ~~equivalents~~control ~~plus~~of ~~debt~~the ~~plus~~Company ~~estimated~~occurred ~~operating~~and ~~lease~~the ~~liability~~Company is now a wholly owned subsidiary of Parent.

~~The~~Item ~~disclosure~~5.02. Departure ~~on page 44~~ of ~~the~~Directors ~~Proxy~~or ~~Statement~~Certain ~~under~~Officers; ~~the~~Election ~~heading~~of ~~“New~~Directors; ~~Management~~Appointment ~~Arrangements”~~of isCertain ~~hereby~~Officers; ~~supplemented~~Compensatory byArrangements ~~amending~~of ~~and~~Certain ~~restating the paragraph as follows:~~ Officers.

AsTermination of ~~the~~Executive ~~date~~Employment ofAgreements ~~the merger agreement~~ and ~~the~~Entry ~~date of this proxy statement, none of the Company, Parent or the merger subsidiary has had any discussions regarding the terms of or has entered~~ into ~~any~~Release employment agreements with the Company’s executive officers in connection with the merger or with any of the Company’s directors with respect to directorships following the Merger. Following the date of this proxy statement, however, certain executive officers of the Company may have discussions, or may enter into agreements with, Parent or the merger subsidiary or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates.Agreements

~~Additional~~Immediately ~~Information~~prior to the Effective Time, on November 19, 2021, the Company terminated (i) that certain Amended and ~~Where~~Restated toEmployment ~~Find~~Agreement, Itdated July 6, 2018, with James R. McKnight, Jr. (the “McKnight Employment Agreement”), (ii) that certain Employment Agreement, dated September 4, 2018, with Kerry D. Massey (the “Massey Employment Agreement”), and (iii) that certain Employment Agreement, dated March 2, 2020, with Rebecca B. Bodie (the “Bodie Employment Agreement,” and collectively, with the McKnight Employment Agreement and the Massey Employment Agreement, the “Executive Employment Agreements”).

This communication relates to the proposed Merger involving the Company and may be deemed to be solicitation material in respect of the proposed Merger. In connection with the proposed Merger, the Company has filed relevant materials with the SEC, including the Proxy Statement. Promptly after filing of the Proxy Statement with the SEC, the Company mailed the Proxy Statement and a proxy card to each Company stockholder entitled to vote at the special meeting relating to the proposed Merger. This communication is not a substitute for the Proxy Statement or for any other document that the Company may file with the SEC or send to the Company’s stockholders in connection with the proposed Merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS. The ~~proposed~~termination ~~Merger will be submitted to the Company’s stockholders for their consideration. The Proxy Statement was mailed on or about October 20, 2021 to the Company’s stockholders~~ of ~~record as of~~ the ~~close~~Executive ofEmployment ~~business~~Agreements onaccelerates ~~October~~payment ~~5, 2021. Investors and security holders are able to obtain free copies~~ of the ~~Proxy~~severance ~~Statement~~benefits ~~and~~due ~~other~~under ~~documents~~such ~~filed by the Company with the SEC through the website maintained by the SEC at www~~agreements.sec.gov. Copies of the documents filed by the Company with the SEC will also be available free of charge on the Company’s website at www.DVCR.com or by contacting the Company at Diversicare Healthcare Services, Inc., 1621 Galleria Boulevard, Brentwood, Tennessee 37027, Attention: Investor Relations.

~~Participants~~On November 19, 2021, in connection with the ~~Solicitation~~termination of the Executive Employment Agreements and as a condition precedent to receipt of the severance benefits due under the respective Executive Employment Agreement, the Company entered into separate Termination and Release Agreements with (i) James R. McKnight, Jr. (the “McKnight Release Agreement”), (ii) Kerry D. Massey (the “Massey Release Agreement”), and (iii) Rebecca B. Bodie (the “Bodie Release Agreement,” and collectively with the McKnight Release Agreement and the Massey Release Agreement, the “Release Agreements”).

The ~~Company~~Release ~~and~~Agreements ~~its~~provide ~~directors~~that ~~and~~each ~~certain~~ of ~~its~~Messrs. ~~executive~~McKnight ~~officers~~ and ~~employees~~Massey ~~may~~and beMs. ~~deemed~~Bodie toare beentitled ~~participants in the solicitation of proxies from the Company’s stockholders with respect~~ to the ~~proposed~~payments ~~Merger under the rules of the SEC. Information about the directors~~ and ~~executive~~other ~~officers~~severance ofbenefits ~~the Company and their ownership of shares of the Company Common Stock is~~ set forth in ~~the~~Section ~~proxy~~XI ~~statement~~of ~~for~~ the ~~Company’s~~McKnight ~~2021~~Employment ~~annual meeting of shareholders~~Agreement, asSection ~~filed~~XI ~~with~~of the ~~SEC~~Massey onEmployment ~~Schedule~~Agreement ~~14A~~and onSection ~~May 13, 2021~~VIII.A ~~Additional~~of ~~information regarding~~ the ~~persons~~Bodie ~~who~~Employment ~~may~~Agreement. beFollowing ~~deemed~~the ~~participants~~termination inof the ~~proxy~~Executive ~~solicitations~~Employment ~~and~~Agreements ~~a description of their direct~~ and ~~indirect~~entry ~~interests~~into in the ~~Merger,~~Release ~~by security holdings or otherwise~~Agreements, ~~was~~Messrs. ~~also~~McKnight ~~included~~and inMassey ~~the Proxy Statement~~ and ~~other~~Ms. ~~relevant~~Bodie ~~materials~~will ~~filed~~remain oras toat-will beemployees ~~filed~~of ~~with~~ the ~~SEC~~Company. ~~You may obtain free copies of these documents as described above.~~

~~Forward~~McKnight ~~Looking~~Release ~~Statements~~Agreement

~~This~~Pursuant ~~communication~~to ~~contains “forward-looking statements” within~~ the ~~meaning~~McKnight ofRelease ~~the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements by terminology such as “may~~Agreement,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar wordsMr. ~~These~~McKnight ~~statements are only predictions. The Company~~ has ~~based~~granted these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a ~~number~~general ofrelease ~~risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied~~ in ~~forward-looking~~favor ~~statements due to a number~~ of ~~factors, including but not limited to: (i) risks associated with~~ the Company’s ~~ability~~as ~~to obtain the stockholder approval or regulatory approval required to consummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that~~ a condition ~~to closing would not be satisfied within the expected timeframe or at all or that the closing~~ of ~~the~~receiving ~~proposed Merger will not occur; (ii)~~ the ~~risk~~payments ~~that~~and ~~stockholder~~other ~~litigation~~severance inbenefits ~~connection~~specified ~~with the proposed transaction may affect the timing or occurrence of the proposed transaction or result~~ in ~~significant costs of defense, indemnification and liability; (iii)~~ the ~~occurrence~~McKnight ofRelease ~~any~~Agreement. ~~event,~~If ~~change~~not orrevoked ~~other~~by ~~circumstance~~Mr. orMcKnight ~~condition~~within ~~that~~seven ~~could~~days ~~give~~pursuant ~~rise~~ to ~~the~~his ~~termination~~statutory ofright ~~the Merger Agreement; (iv) unanticipated difficulties or expenditures relating~~ to ~~the~~do ~~proposed~~so ~~Merger~~unilaterally, the ~~response~~McKnight ofRelease ~~business~~Agreement ~~partners~~will ~~and~~be ~~competitors~~effective toon ~~the~~November ~~announcement of the proposed Merger~~26, ~~and/or potential difficulties in employee retention as a result of~~ 2021.

~~the~~Under ~~announcement and pendency of~~ the ~~proposed~~terms ~~Merger; (v) risks related to disruption~~ of ~~management’s attention from~~ the ~~Company’s~~McKnight ~~ongoing~~Release ~~business~~Agreement, ~~operations~~Mr. ~~due~~McKnight towill ~~the~~receive ~~transaction;~~base ~~(vi)~~salary ~~the response~~ of ~~Company~~$1,000,000, ~~stockholders~~a tobonus ~~the~~of ~~Merger Agreement; and (vi) those risks detailed in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC~~$702,000, asa ~~well~~bonus asfor ~~other documents that may be filed by~~ the ~~Company~~fiscal ~~from~~year ~~time~~ended toDecember ~~time with the SEC. Accordingly~~31, ~~you~~2021 ~~should not rely upon forward-looking statements as predictions~~ of ~~future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur~~$441,096, and ~~actual~~other ~~results~~benefits ~~could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as~~ of ~~the date on which the statements are made. Except as required by applicable law or regulation~~$86,600, ~~the~~for ~~Company~~total ~~undertakes~~severance nopayments ~~obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence~~ of ~~unanticipated events~~$2,229,696.

Massey Release Agreement

Pursuant to the Massey Release Agreement, Mr. Massey has granted a general release in favor of the Company as a condition of receiving the payments and other severance benefits specified in the Massey Release Agreement. If not revoked by Mr. Massey within seven days pursuant to his statutory right to do so unilaterally, the Massey Release Agreement will be effective on November 26, 2021.

Under the terms of the Massey Release Agreement, Mr. Massey will receive base salary of $300,000, a bonus for the fiscal year ended December 31, 2021 of $264,657, and other benefits of $26,000, for total severance payments of $590,657.

Bodie Release Agreement

Pursuant to the Bodie Release Agreement, Ms. Bodie has granted a general release in favor of the Company as a condition of receiving the payments and other severance benefits specified in the Bodie Release Agreement. If not revoked by Ms. Bodie within seven days pursuant to her statutory right to do so unilaterally, the Bodie Release Agreement will be effective on November 26, 2021.

Under the terms of the Bodie Release Agreement, Ms. Bodie will receive base salary of $320,000, a bonus for the fiscal year ended December 31, 2021 of $282,301, and other benefits of $43,300, for total severance payments of $645,601.

The foregoing description of the Release Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the McKnight Release Agreement, Massey Release Agreement and Bodie Release Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.

Post-Merger Officers and Directors

Notwithstanding the termination of the Executive Employment Agreements, as of the Effective Time, in accordance with the Merger Agreement, the officers of the Company immediately prior to the Merger remained in their respective positions as officers of the Company.

Immediately following the Effective Time, pursuant to the terms of the Merger Agreement, Chad A. McCurdy, Ben R. Leedle, Jr., James R. McKnight, Jr., Leslie K. Morgan, Richard M. Brame, Robert Z. Hensley, and Robert A. McCabe, Jr. ceased to be directors of the Company and Ephram Lahasky, Eran Ratner and Brian Kohn, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company. The departure of the directors was in connection with the Merger and was not due to any disagreement or dispute with the Company on any matter.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time and in accordance with the Merger Agreement, the Certificate of Incorporation of the Company, as amended from time to time, was amended and restated as set forth in the Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Immediately after the Effective Time and in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as amended from time to time, were amended and restated as set forth in the Amended and Restated Bylaws are filed as Exhibit 3.2 hereto and are incorporated herein by reference.

The foregoing descriptions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of such amendments, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 18, 2021, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Proxy Statement.

As of the close of business on October 5, 2021, the record date for the Special Meeting, there were 6,949,104 shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 6,200,748 shares of Company Common Stock, representing approximately 89% of the outstanding shares of Company Common Stock entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.

Set forth below are the proposals, and the action taken by the Company’s stockholders with respect to each proposal at the Special Meeting.

Proposal No. 1: Approval of the Merger Proposal

The Company’s stockholders approved the proposal to adopt the Merger Agreement. Approval of the Merger Proposal required the affirmative vote of a majority of the shares of Company Common Stock that were outstanding and entitled to vote as of the record date. The voting results for this proposal were as follows:


Votes For	Votes Against	Abstentions
6,189,271	6,465	5,012

Proposal No. 2: Approval of the Advisory, Non-Binding Compensation Proposal

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. Approval of this proposal required the affirmative vote of a majority of the outstanding shares of Company Common Stock that were present at the Special Meeting and entitled to vote as of the record date. The voting results for this proposal were as follows:


Votes For	Votes Against	Abstentions
6,153,032	38,052	9,664

Proposal No. 3: Approval of the Adjournment Proposal

The proposal to approve the adjournment or postponement of the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting because sufficient votes were received to approve the adoption of the Merger Agreement.

Item 7.01. Regulation FD Disclosure.

On November 19, 2021, the Company issued a press release announcing adoption of the Merger Agreement by the Company’s stockholders at the Special Meeting and the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number						Description of Exhibits
2.1†						Agreement and Plan of Merger by and among DAC Acquisitions LLC, DVCR Acquisition Corporation and Diversicare Healthcare Services, Inc. dated August 26, 2021 (incorporated by reference to Exhibit 2.1 to the Company's current report on Form 8-K Filed with the SEC on August 27, 2021).

3.1*						Amended and Restated Certificate of Incorporation of Diversicare Healthcare Services, Inc.

3.2*						Amended and Restated Bylaws of Diversicare Healthcare Services, Inc.

10.1*						Termination and Release Agreement, dated November 19, 2021, by and between Diversicare Healthcare Services, Inc. and James R. McKnight, Jr.

10.2*						Termination and Release Agreement, dated November 19, 2021, by and between Diversicare Healthcare Services, Inc. and Kerry D. Massey.

10.3*						Termination and Release Agreement, dated November 19, 2021, by and between Diversicare Healthcare Services, Inc. and Rebecca B. Bodie.

99.1*						Press Release, dated November 19, 2021.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

† The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

* Filed herewith.

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.

Diversicare Healthcare Services, Inc.

By: /s/ Kerry D. Massey

Name: Kerry D. Massey

Title: Chief Financial Officer

Date: November 1219, 2021

Filing Compare · Diversicare Healthcare Services, Inc.