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| CIK | 1159281 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AlerisLife Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 1-6817 ALERISLIFE INC. (Exact name of registrant as specified in its charter) T |
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| March 23, 2023 |
ALR / AlerisLife Inc / SENIOR HOUSING PROPERTIES TRUST - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934 (Amendment No. 4)* AlerisLife Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33832D205 (CUSIP Number) Richard W. Siedel, Jr. Chief Financial Officer and Treasurer Diversified Healthcare Trust Two Newton Place, 255 Washington Street, Suite 300 Newto |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) AlerisLife Inc. (Name of the Issuer) AlerisLife Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Classes of Comm |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) ABP TRUST ADAM D. PORTNOY (Name of Filing P |
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| March 20, 2023 |
ALERISLIFE INC. AMENDED AND RESTATED BYLAWS ARTICLE I Exhibit 3.2 ALERISLIFE INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
ALERISLIFE INC. ARTICLES OF AMENDMENT AND RESTATEMENT Exhibit 3.1 ALERISLIFE INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: AlerisLife Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTICLE I NAME The name of the corporation (which is he |
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| March 20, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE AlerisLife Announces Closing of Tender Offer Stockholders to Receive $1.31 Per Share in Cash, an 85% Premium to the 30-Day Average Trading Price Prior to the Announcement Newton, MA (March 20, 2023): AlerisLife Inc. (Nasdaq: ALR) today announced that ABP Acquisition LLC, or ABP, has successfully completed the previously announced tender offer to acquire all outst |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Comm |
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| March 20, 2023 |
ALR / AlerisLife Inc / ABP Acquisition LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240. |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 20, 2023 AlerisLife Inc. (Exact Name of Registrant as Specified in Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 47-3516029 (Commission File No.) (IRS |
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| March 20, 2023 |
As filed with the Securities and Exchange Commission on March 20, 2023 As filed with the Securities and Exchange Commission on March 20, 2023 Registration No. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 2) ALERISLIFE INC. (Name of the Issuer) ALERISLIFE INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Classes of Securities) 33832D205 (CUSIP Number o |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Comm |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) ABP TRUST ADAM D. PORTNOY (Name of Filing P |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) ABP TRUST ADAM D. PORTNOY (Name of Filing P |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Comm |
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| March 10, 2023 |
Subject: TIME SENSITIVE: ABP Tender Offer for ALR Common Stock Exhibit (a)(5)(iv) Subject: TIME SENSITIVE: ABP Tender Offer for ALR Common Stock Hello, As an ALR common stockholder, you should receive a package that looks like the attached. |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) ALERISLIFE INC. (Name of the Issuer) ALERISLIFE INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Classes of Securities) 33832D205 (CUSIP Number o |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) ABP TRUST ADAM D. PORTNOY (Name of Filing P |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Comm |
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| March 8, 2023 |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM March 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Perry Hindin, Special Counsel Re: AlerisLife Inc. Schedule 14D-9 filed February 17, 2023 File No. 005-62369 Dear Mr. Hindin: We are submitting this letter on |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Comm |
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| February 22, 2023 |
ALR / AlerisLife Inc / SENIOR HOUSING PROPERTIES TRUST - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Under the Securities Exchange Act of 1934 (Amendment No. 3)* AlerisLife Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33832D205 (CUSIP Number) Richard W. Siedel, Jr. Chief Financial Officer and Treasurer Diversified Healthcare Trust Two Newton Place, 255 Washington Street, Suite 300 Newto |
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| February 21, 2023 |
Notice of Merger of ABP Acquisition 2 LLC with and into AlerisLife Inc., issued on February 17, 2023 Exhibit (a)(5)(iii) NOTICE OF MERGER OF ABP ACQUISITION 2 LLC WITH AND INTO ALERISLIFE INC. |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.01 Per Share (Ti |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.01 Per Share (Title of Class of Se |
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| February 17, 2023 |
Offer to Purchase, dated February 17, 2023. TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase All Outstanding Shares of Common Stock of ALERISLIFE INC. |
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| February 17, 2023 |
Form of Letter of Transmittal. Exhibit (a)(1)(ii) Letter of Transmittal to Tender Shares of Common Stock of ALERISLIFE INC. |
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| February 17, 2023 |
Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ALERISLIFE INC. |
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| February 17, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ALERISLIFE INC. (Name of the Issuer) ALERISLIFE INC. (Name of Person(s) Filing Statement) Common Stock, $0.01 par value per share (Title of Classes of Securities) 33832D205 (CUSIP Number of Classes of Securities) Jeffrey |
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| February 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) ALERISLIFE INC. |
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| February 17, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Schedule 13E-3 (Rule 13e-100) ALERISLIFE INC. |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Common Stock) Jeffrey |
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| February 17, 2023 |
Exhibit (c)(2) Confidential Treatment Requested. Confidential portion of this document have been redacted and have been separately filed with the Securities and Exchange Commission. Project Newbury Strictly Private and Confidential February 2, 2023 Citi Banking, Capital Markets & Advisory | Real Estate & Lodging Presentation to the Special Committee Disclaimer The accompanying pages contain materi |
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| February 17, 2023 |
Exhibit (c)(3) Project Newbury Strictly Private and Confidential January 6, 2023 Citi Banking, Capital Markets & Advisory | Real Estate & Lodging Discussion Materials for the Special Committee PRELIMINARY – SUBJECT TO FURTHER REVIEW AND REVISION Disclaimer The accompanying pages contain material provided to the Special Committee (the “Special Committee”) of the Board of Directors of AlerisLife Inc. |
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| February 17, 2023 |
Form of Summary Advertisement, published in Exhibit (a)(1)(vi) This is neither an offer to purchase nor solicitation of an offer to sell Shares. |
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| February 17, 2023 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ALERISLIFE INC. |
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| February 17, 2023 |
Form of Notice of Guaranteed Delivery. Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ALERISLIFE INC. |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 2, 2023 AlerisLife Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-16817 04-3516029 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 3, 2023 |
Exhibit 99.2 Dear Colleagues, As you may have seen in a media release earlier today, our Board of Directors has approved an agreement pursuant to which ABP Acquisition LLC (“ABP”) will conduct a tender offer for the purchase of all AlerisLife publicly traded shares not already owned by ABP. Adam Portnoy, one of our managing directors and Chair of our Board as well as the President and Chief Execut |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ALERISLIFE INC. (Name of Subject Company (Issuer)) ABP ACQUISITION 2 LLC a wholly owned subsidiary of ABP ACQUISITION LLC (Names of Filing Persons (Offeror)) Common Stock, Par Value $0.01 Per Share (Title of Class of Se |
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| February 3, 2023 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ALERISLIFE INC., a Maryland corporation; ABP ACQUISITION LLC, a Maryland limited liability company; and ABP ACQUISITION 2 LLC, a Maryland limited liability company Dated as of February 2, 2023 Table of Contents Section 1 THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 7 2.1 Merger of Purchaser into the |
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| February 3, 2023 |
CONSENT AND AMENDMENT AGREEMENT Exhibit 99.15 Execution Version CONSENT AND AMENDMENT AGREEMENT THIS CONSENT AND AMENDMENT AGREEMENT, dated as of February 2, 2023 (as amended, supplemented or restated from time to time, this “Agreement”), by and among Diversified Healthcare Trust, a Maryland real estate investment trust (“DHC”), DHC Holdings LLC, a Maryland limited liability company, ABP Trust, a Maryland statutory trust, ABP Ac |
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| February 3, 2023 |
ABP Acquisition to Acquire AlerisLife for $1.31 Per Share Exhibit 99.1 FOR IMMEDIATE RELEASE ABP Acquisition to Acquire AlerisLife for $1.31 Per Share Purchase Price Provides Shareholders with an 85% Premium to Average Share Price of Last 30 Trading Days Newton,MA (February 3, 2023): AlerisLife Inc. (Nasdaq: ALR) today announced that it has entered into a definitive agreement with ABP Acquisition LLC, or ABP, under which ABP will acquire all of the outst |
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| February 3, 2023 |
ALR / Alerislife Inc / ABP Acquisition LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240. |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 AlerisLife Inc. (Name of Subject Company) AlerisLife Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 33832D205 (CUSIP Number of Common Stock) |
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| February 3, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE ABP Acquisition to Acquire AlerisLife for $1.31 Per Share Purchase Price Provides Shareholders with an 85% Premium to Average Share Price of Last 30 Trading Days Newton,MA (February 3, 2023): AlerisLife Inc. (Nasdaq: ALR) today announced that it has entered into a definitive agreement with ABP Acquisition LLC, or ABP, under which ABP will acquire all of the outst |
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| November 10, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2022 AlerisLife Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-16817 04-3516029 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 2, 2022 ALERISLIFE INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission File Num |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 ALERISLIFE INC. |
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| November 2, 2022 |
Exhibit 99.1 Two Newton Place 255 Washington Street, Suite 230 Newton, Massachusetts 02458 617-796-8387 www.alerislife.com FOR IMMEDIATE RELEASE AlerisLife Inc. Announces Third Quarter 2022 Results Combined Sequential Quarter End Occupancy Growth of 180 Basis Points Sequential Quarter Management and Operating Revenues Growth of $1.8 Million, or 4.6% Restructuring Plan on Track as Adjusted EBITDA I |
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| November 2, 2022 |
alrsupplementalpres Supplemental Presentation November 2022 Nasdaq: ALR Warning Concerning Forward-Looking Statements Note: Data throughout this presentation is unaudited and as of and for the three months ended September 30, 2022, unless otherwise noted. |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): October 17, 2022 AlerisLife Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-6817 04-3516029 (State or other jurisdiction of incorporation) (Commission File Numb |
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| September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 19, 2022 AlerisLife Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-6817 04-3516029 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 3, 2022 |
Exhibit 99.6 {B2401749; 1} THIRD AMENDMENT TO LEASE This Third Amendment to Lease (this ?Third Amendment?) is entered into as of June 17, 2019 /DATE/, by and between ABP Borrower Inc., a Maryland corporation (?Landlord?), and Sonesta International Hotels Corporation, a Maryland corporation (?Tenant?). WHEREAS, RMR West LLC (?Original Landlord?) and Tenant entered into that certain Lease dated June |
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| August 3, 2022 |
Exhibit 99.3 {B1878467; 2} LEASE BY AND BETWEEN RMR WEST LLC LANDLORD AND SONESTA INTERNATIONAL HOTELS CORPORATION TENANT TWO NEWTON PLACE 255 WASHINGTON STREET NEWTON, MA 02458 {B1878467; 2} - 2 - ARTICLE 1 Reference Data ...........................................................................................................1 1.1 Introduction and Subjects Referred To. ......................... |
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| August 3, 2022 |
Exhibit 99.1 4874-7001-9876, v.1 AMENDMENT AND TERMINATION OF LEASE This Amendment and Termination of Lease (this ?Agreement?) is entered into as of /Date/ July 2, 2022 , by and between ABP Borrower Inc., a Maryland corporation (?Landlord?), and AlerisLife Inc., a Maryland corporation (?Tenant?). WHEREAS, Landlord and Tenant are parties to a lease dated May 12, 2011 as amended by amendments dated |
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| August 3, 2022 |
Exhibit 99.5 {B2381222; 2} SECOND AMENDMENT TO LEASE This Second Amendment to Lease (this ?Second Amendment?) is entered into as of March 11, 2019 /DATE/, by and between ABP Borrower Inc., a Maryland corporation (?Landlord?), and Sonesta International Hotels Corporation, a Maryland corporation (?Tenant?). WHEREAS, RMR West LLC (?Original Landlord?) and Tenant entered into that certain Lease dated |
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| August 3, 2022 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 www.alerislife.com FOR IMMEDIATE RELEASE AlerisLife Inc. Announces Second Quarter 2022 Results Occupancy Growth of 110 Basis Points Over Prior Sequential Quarter Net Loss Reduction of 10% Over Prior Sequential Quarter Adjusted EBITDA Improvement of $4.1 Million Over Prior Sequential Quarter Restructuring Plan is Underway to Im |
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| August 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 ALERISLIFE INC. |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 3, 2022 ALERISLIFE INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission File Numbe |
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| August 3, 2022 |
Exhibit 99.2 4869-4225-9236, v.1 ASSIGNMENT AND ASSUMPTION OF LEASE AND LANDLORD CONSENT This Assignment and Assumption of Lease and Landlord Consent (?Agreement?) is made as of /Date/ July 2, 2022 , by and among Sonesta International Hotels Corporation, a Maryland corporation (?Assignor?), AlerisLife Inc., a Maryland corporation (?Assignee?), and ABP Borrower Inc., a Maryland corporation (?Landlo |
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| August 3, 2022 |
Supplemental Presentation August 2022 Nasdaq: ALR Warning Concerning Forward-Looking Statements Note: Data throughout this presentation is unaudited and as of and for the three months ended June 30, 2022, unless otherwise noted. |
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| August 3, 2022 |
Exhibit 99.4 {B1933109; 1} FIRST AMENDMENT TO LEASE This is a First Amendment to Lease (this ?First Amendment?) dated as of January 1, 2016 by and between RMR West LLC, a Massachusetts limited liability company (?Landlord?) and Sonesta International Hotels Corporation, a Maryland corporation (?Tenant?). WHEREAS, Landlord and Tenant are parties to a Lease dated June 1, 2015 (?Lease?) with respect t |
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| June 8, 2022 |
Summary of Director Compensation Exhibit 10.2 ALERISLIFE INC. Summary of Director Compensation The following is a summary of the currently effective compensation of the Directors of AlerisLife Inc. (the ?Company?) for services as Directors, which is subject to modification at any time by the Board of Directors (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Director receives an annual f |
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| June 8, 2022 |
AlerisLife Inc. Second Amended and Restated 2014 Equity Compensation Plan Exhibit 10.1 ALERISLIFE INC. SECOND AMENDED AND RESTATED 2014 EQUITY COMPENSATION PLAN 1. PURPOSE? The purpose of this Second Amended and Restated 2014 Equity Compensation Plan (the ?Plan?) is to encourage employees, officers, directors and other individuals (whether or not employees) who render services to AlerisLife Inc. (formerly known as Five Star Senior Living Inc.) (the ?Company?) and its Su |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 7, 2022 AlerisLife Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission File Number) |
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| June 7, 2022 |
Calculation of Filing Fee Table (Filed herewith) Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) ALERISLIFE INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee(5) Equity Common Stock, par value |
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| June 7, 2022 |
As filed with the Securities and Exchange Commission on June 7, 2022 As filed with the Securities and Exchange Commission on June 7, 2022 Registration No. |
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| May 3, 2022 |
AlerisLife Inc. Announces First Quarter 2022 Results Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 www.alerislife.com FOR IMMEDIATE RELEASE AlerisLife Inc. Announces First Quarter 2022 Results Newton, MA (May 3, 2022): AlerisLife Inc. (Nasdaq: ALR) today announced its financial results for the three months ended March 31, 2022. First Quarter Summary of Financial Results: ?Net loss for the first quarter of 2022 was $9.7 mill |
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| May 3, 2022 |
Exhibit 10.1 May 2, 2022 Ms. Katherine E. Potter 300 Commercial Street #413 Boston, MA 02109 Dear Katie: You, AlerisLife Inc. ("AlerisLife") and The RMR Group LLC (?RMR?) are entering into this letter agreement (this "Agreement") to confirm the terms and conditions of your separation on December 31, 2022 or such earlier date you elect as provided below (the "Separation Date"). I.TRANSITION PERIOD |
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| May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 ALERISLIFE INC. |
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| May 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 3, 2022 ALERISLIFE INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission File Number) |
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| April 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??? ) x Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ? De |
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| April 6, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) ? ?? ? ? Filed by the Registrant ? ? ?? ? ? Filed by a Party other than the Registrant ? ? ? Check the appropriate box: ? ? ? ? ?? ? ? ? Preliminary Proxy Statement ? ? ? ? ?? ? ? ? CONFIDENTIAL, FO |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 ALERISLIFE INC. (Exact Name of Registrant as |
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| February 24, 2022 |
Exhibit 21.1 ALERISLIFE INC. SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation Annapolis Heritage Partners, LLC Delaware Columbia Heritage Partners, LLC Delaware Encinitas Heritage Partners, LLC Delaware Five Star Aspenwood LLC Delaware Five Star Brookside LLC Delaware Five Star Cary Heartfields LLC Delaware Five Star Coral Oaks LLC Delaware Five Star Coral Spri |
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| February 24, 2022 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 www.alerislife.com FOR IMMEDIATE RELEASE AlerisLife Inc. Announces Fourth Quarter and Year End 2021 Results 210 Basis Point Growth in Sequential Quarter Average Occupancy for Owned Communities 150 Basis Point Growth in Sequential Quarter Average Occupancy for Managed Communities Completed Company Rebrand to AlerisLife $95.0 mi |
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| February 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 23, 2022 ALERISLIFE INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission File Nu |
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| February 24, 2022 |
Investor Presentation February 2022 Nasdaq: ALR 1 Warning Concerning Forward-Looking Statements Note: Data throughout this presentation is unaudited and as of and for the year ended December 31, 2021, unless otherwise noted. |
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| February 24, 2022 |
Exhibit 99.10 THIRD AMENDMENT TO LEASE This is a Third Amendment to Lease (this ?Third Amendment?) dated as of January 10, 2022 by and between ABP Borrower Inc., a Maryland corporation (?Landlord?) and Five Star Senior Living Inc., a Maryland corporation (?Tenant?). WHEREAS, 400 Centre Street LLC, a Massachusetts limited liability company (?Original Lessor?) and Five Star Quality Care, Inc., a Mar |
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| January 31, 2022 |
Amended and Restated Bylaws of the Company, adopted January 25, 2022. EX-3.4 5 tm224677d1ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 ALERISLIFE INC. AMENDED AND RESTATED BYLAWS As Amended and Restated January 25, 2022 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special M |
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| January 31, 2022 |
Exhibit 10.2 GUARANTY and security agreement THIS GUARANTY AND SECURITY AGREEMENT (this ?Guaranty?) made as of January 27, 2022, by ALERISLIFE INC., a Maryland corporation (f/k/a Five Star Senior Living Inc.) (?AlerisLife?) and FIVE STAR SENIOR REHABILITATION AND WELLNESS SERVICES, LLC, a Maryland limited liability company doing business as Ageility Physical Therapy Solutions (?Five Star Rehab?; t |
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| January 31, 2022 |
Exhibit 3.3 FIVE STAR SENIOR LIVING ALERISLIFE INC. ARTICLES OF AMENDMENT AND RESTATEMENT December 5, 2001 As amended on November 9, 2004, August 23, 2005, March 28, 2006, 2006, June 10, 2011, March 3, 2017, September 30, 2019 (effective at 4:01 p.m.), and September 30, 2019 (effective at 4:15 p.m.) and January 25, 2022 Five Star Senior Living ALERISLIFE INC. ARTICLES OF AMENDMENT AND RESTATEMENT |
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| January 31, 2022 |
Amended and Restated Bylaws of the Company, adopted January 25, 2022 (marked copy). Exhibit 3.5 FIVE STAR SENIOR LIVING ALERISLIFE INC. AMENDED AND RESTATED BYLAWS As Amended and Restated March 3 January 25, 2017 2022 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Principal Office 1 Section 1.2 Additional Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Regular or Special Meeti |
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| January 31, 2022 |
Composite Copy of Articles of Amendment and Restatement, dated December 5, 2001, as amended to date. Exhibit 3.2 ALERISLIFE INC. ARTICLES OF AMENDMENT AND RESTATEMENT December 5, 2001 As amended on November 9, 2004, August 23, 2005, March 28, 2006, June 10, 2011, March 3, 2017, September 30, 2019 (effective at 4:01 p.m.), September 30, 2019 (effective at 4:15 p.m.), and January 25, 2022 aLERISLIFE Inc. ARTICLES OF AMENDMENT AND RESTATEMENT Article I NAME The name of the corporation (the ?Corporat |
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| January 31, 2022 |
Articles of Amendment, dated January 25, 2022 Exhibit 3.1 FIVE STAR SENIOR LIVING INC. ARTICLES OF AMENDMENT Five Star Senior Living Inc., a Maryland corporation (the ?Company?), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Company (the ?Charter?) is hereby amended to change the name of the Company to ?AlerisLife Inc.? All references in the Charter to ?Five Star Senior Living |
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| January 31, 2022 |
Exhibit 10.1 CREDIT AND SECURITY AGREEMENT dated as of January 27, 2022 by and among FSQ THE PALMS AT FORT MYERS LLC, FSQ VILLA AT RIVERWOOD LLC, FIVE STAR QUALITY CARE-NJ, LLC, FIVE STAR QUALITY CARE ? OBX OWNER, LLC, FIVE STAR QUALITY CARE ? OBX OPERATOR, LLC, FIVE STAR COVINGTON LLC, MORNINGSIDE OF CONCORD, LLC, MORNINGSIDE OF GREENSBORO, LLC, MORNINGSIDE OF ALABAMA, L.P., MORNINGSIDE OF SPRING |
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| January 31, 2022 |
Form of Common Stock Certificate. Exhibit 3.6 |
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| January 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 25, 2022 ALERISLIFE INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commission File N |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 18, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Com |
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| November 24, 2021 |
Exhibit 10.1 November 18, 2021 Ms. Margaret Wigglesworth 33 Monument Street Wenham, MA 01984 Dear Margaret: You and Five Star Senior Living Inc. ("Five Star") are entering into this letter agreement (this "Agreement") to confirm the terms and conditions of your retirement from Five Star on December 31, 2021 or such earlier date you elect as provided below (the "Retirement Date"). I. TRANSITION PER |
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| November 3, 2021 |
Investor Presentation November 2021 Nasdaq: FVE 2 Warning Concerning Forward-Looking Statements Note: Data throughout this presentation is unaudited and as of and for the three and nine months ended September 30, 2021, unless otherwise noted. |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| November 3, 2021 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Five Star Senior Living Inc. Announces Third Quarter 2021 Results Owned Communities Sequential Quarter End Occupancy Growth of 280 Basis Points 130 Basis Point Increase in Sequential Quarter End Occupancy in DHC Communities Five Star Will Continue to Manage Completed 69 of 108 Pla |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 3, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commis |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (AMENDMENT NO. |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| August 4, 2021 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Five Star Senior Living Inc. Announces Second Quarter 2021 Results Owned and Leased Communities Sequential Spot Occupancy Growth of 150 Basis Points Executed on Strategic Plan by Closing 1,473 Skilled Nursing Facility Units During the Second Quarter Agreements in Place to Transiti |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 4, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissi |
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| August 4, 2021 |
Investor Presentation August 2021 Nasdaq: FVE 2 Warning Concerning Forward-Looking Statements Note: Data throughout this presentation is unaudited and as of and for the three and six months ended June 30, 2021, unless otherwise noted. |
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| July 29, 2021 |
FIVE STAR SENIOR LIVING INC. 400 Centre Street Newton, Massachusetts 02458 FIVE STAR SENIOR LIVING INC. 400 Centre Street Newton, Massachusetts 02458 July 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Five Star Senior Living Inc. Registration Statement on Form S-3 (File No. 333-258148) Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securi |
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| July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 23, 2021 Five Star Senior Living Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-6817 04-3516029 (State or other jurisdiction of incorporation) (Commission |
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| July 23, 2021 |
Form of Senior Subordinated Indenture.** Exhibit 4.4 FIVE STAR SENIOR LIVING INC. TO Indenture Dated as of , 20 Senior Subordinated Debt Securities Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 ? 311(a) 613 (b) 613 ? 312(a) 701 ( |
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| July 23, 2021 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif |
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| July 23, 2021 |
Exhibit 25.3 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif |
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| July 23, 2021 |
Exhibit 4.3 FIVE STAR SENIOR LIVING INC. TO Indenture Dated as of , 20 Senior Debt Securities Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section ?310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 ?311(a) 613 (b) 613 ?312(a) 701 (b) 702 (c) 702 ? |
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| July 23, 2021 |
Exhibit 25.2 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif |
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| July 23, 2021 |
As filed with the Securities and Exchange Commission on July 23, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 23, 2021 Registration No. |
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| July 23, 2021 |
Form of Junior Subordinated Indenture.** Exhibit 4.5 FIVE STAR SENIOR LIVING INC. TO Indenture Dated as of , 20 Junior Subordinated Debt Securities Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939: Trust Indenture Act Section Indenture Section ? 310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608 ? 311(a) 613 (b) 613 ? 312(a) 701 ( |
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| June 15, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 14, 2021 Five Star Senior Living Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissio |
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| June 15, 2021 |
Letter of RSM US LLP, dated June 15, 2021 Exhibit 16.1 |
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| June 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 8, 2021 Five Star Senior Living Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission |
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| June 9, 2021 |
Amended and Restated Master Management Agreement, dated June 9, 2021 Exhibit 10.1 AMENDED AND RESTATED master MANAGEMENT AGREEMENT June 9, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. AAA 1 Section 1.02. Accountants 1 Section 1.03. Adverse Regulatory Event 1 Section 1.04. Affiliate 1 Section 1.05. Agreement 2 Section 1.06. Annual Operating Budget 2 Section 1.07. Appellate Rules 2 Section 1.08. Approved Budget 2 Section 1.09. Award 2 Section 1.1 |
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| June 9, 2021 |
Summary of Director Compensation Exhibit 10.3 FIVE STAR SENIOR LIVING INC. Summary of Director Compensation The following is a summary of the currently effective compensation of the Directors of Five Star Senior Living Inc. (the ?Company?) for services as Directors, which is subject to modification at any time by the Board of Directors (the ?Board?) or the Compensation Committee of the Board, as applicable: ? Each Independent Dir |
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| June 9, 2021 |
Amended and Restated Guaranty Agreement, dated June 9, 2021 Exhibit 10.2 AMENDED AND RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this ?Guaranty?) is entered into as of June 9, 2021, by FIVE STAR SENIOR LIVING INC., a Maryland corporation (?Guarantor?), for the benefit of Diversified Healthcare Trust (?DHC?), a Maryland real estate investment trust, and certain of DHC?s wholly owned subsidiaries identified on Schedule 1 attache |
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| May 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 5, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission |
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| May 5, 2021 |
Investor Presentation May 2021 Nasdaq: FVE ?To honor and enrich the journey of life, one experience at a time. |
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| May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| May 5, 2021 |
EX-99.1 2 a3312021-exhibit991.htm EX-99.1 Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Five Star Senior Living Inc. Announces First Quarter 2021 Results First Quarter Total Management and Operating Revenues of $50.5 Million First Quarter Net Income of $3.3 Million and Net Income Per Diluted Share of $0.10 Recently Announced |
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| April 12, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Five Star Senior Living Announces New Strategic Plan Which Will Reposition Senior Living Management Business and Completely Exit the Skilled Nursing Business Five Star is Capitalizing on its Operational Strengths with Enhanced Focus on Larger Senior Living Communities and Stand-Alone Active Adult and Independent Living Communities Five Star to Exit Management of |
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| April 12, 2021 |
Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 7, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commiss |
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| April 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox |
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| April 7, 2021 |
definitive Proxy Statement for our 2021 Annual Meeting of Shareholders filed on April 7, 2021 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 9, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 9, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commiss |
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| March 9, 2021 |
March 2021 business update presentation Exhibit 99.1 Business Update Riley NDR March 9, 2021 ?To honor and enrich the journey of life, one experience at a time.? Warning Concerning Forward-Looking Statements This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as ?believe?, ?expect? |
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| February 25, 2021 |
2021, between ABP Borrower Inc. (as successor to 400 Centre Street LLC) and the Company. Exhibit 99.4 SECOND AMENDMENT TO LEASE This is a Second Amendment to Lease (this ?Second Amendment?) dated as of February 24, 2021 by and between ABP Borrower Inc., a Maryland corporation (?Landlord?) and Five Star Senior Living Inc., a Maryland corporation (?Tenant?). WHEREAS, 400 Centre Street LLC, a Massachusetts limited liability company (?Original Lessor?) and Five Star Quality Care, Inc., a |
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| February 25, 2021 |
Exhibit 21.1 FIVE STAR SENIOR LIVING INC. SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation Annapolis Heritage Partners, LLC Delaware Columbia Heritage Partners, LLC Delaware Encinitas Heritage Partners, LLC Delaware Five Star Aspenwood LLC Delaware Five Star Brookside LLC Delaware Five Star Cary Heartfields LLC Delaware Five Star Coral Oaks LLC Delaware Five St |
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| February 25, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. (Exact Name of |
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| February 25, 2021 |
Exhibit 10.4 FIVE STAR SENIOR LIVING INC. Share Award Agreement This Share Award Agreement (this ?Agreement?) is made as of ?DATE?, between ?NAME? (the ?Recipient?) and Five Star Senior Living Inc. (the ?Company?). In consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, th |
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| February 24, 2021 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Contact: Olivia Snyder, Manager, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Fourth Quarter 2020 Results Fourth Quarter Total Management and Operating Revenues of $53.0 Million Fourth Quarter Net Income of $2.9 Million and Net Income Per Diluted Share |
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| February 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 24, 2021 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commi |
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| February 24, 2021 |
Investor Presentation February 2021 ?To honor and enrich the journey of life, one experience at a time. |
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| November 5, 2020 |
fveinvestorpresentation3 Investor Presentation November 2020 “To honor and enrich the journey of life, one experience at a time. |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| November 5, 2020 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Contact: Olivia Snyder, Manager, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Third Quarter 2020 Results Third Quarter Total Management and Operating Revenues of $55.0 Million Third Quarter Net Income of $3.7 Million and Net Income Per Diluted Share of |
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| November 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 5, 2020 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commis |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| August 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 6, 2020 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissi |
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| August 6, 2020 |
Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Contact: Michael Kodesch, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Second Quarter 2020 Results Second Quarter Total Management and Operating Revenues of $54.6 Million Second Quarter Net Income of $3.0 million and Net Income Per Diluted Sha |
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| August 6, 2020 |
EX-99.2 3 fveinvestorpresentation2.htm EX-99.2 Investor Presentation August 2020 “To honor and enrich the journey of life, one experience at a time.” Warning Concerning Forward-Looking Statements This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words |
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| June 9, 2020 |
Summary of Director Compensation.(+) Exhibit 10.2 FIVE STAR SENIOR LIVING INC. Summary of Director Compensation The following is a summary of the currently effective compensation of the Directors of Five Star Senior Living Inc. (the “Company”) for services as Directors, which is subject to modification at any time by the Board of Directors (the “Board”) or the Compensation Committee of the Board, as applicable: · Each Independent Dir |
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| June 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 9, 2020 Five Star Senior Living Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission |
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| June 9, 2020 |
Form S-8 filed by the Registrant on June 9, 2020 (File No. 333-239034) As filed with the Securities and Exchange Commission on June 9, 2020 Registration No. |
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| June 9, 2020 |
Five Star Senior Living Inc. Amended and Restated 2014 Equity Compensation Plan Exhibit 10.1 FIVE STAR SENIOR LIVING INC. AMENDED AND RESTATED 2014 EQUITY COMPENSATION PLAN EFFECTIVE JUNE 9, 2020 1. PURPOSE The purpose of this Amended and Restated 2014 Equity Compensation Plan (the "Plan") is to encourage employees, officers, directors and other individuals (whether or not employees) who render services to Five Star Senior Living Inc. (the "Company") and its Subsidiaries (as |
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| May 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) x Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin |
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| May 7, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 7, 2020 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commission |
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| May 7, 2020 |
EX-99.1 2 a3312020-exhibit991.htm EX-99.1 Exhibit 99.1 400 Centre Street Newton, Massachusetts 02458 617-796-8387 fivestarseniorliving.com FOR IMMEDIATE RELEASE Contact: Michael Kodesch, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces First Quarter 2020 Results First Quarter Total Revenues of $297.4 Million First Quarter Net Loss of $17.2 million and Net Loss Per |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| April 15, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 15, 2020 |
FVE / Five Star Quality Care, Inc. DEFA14A - - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Prox |
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| March 18, 2020 |
FVE / Five Star Quality Care, Inc. / SENIOR HOUSING PROPERTIES TRUST - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| March 2, 2020 |
Exhibit 10.10 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT is made as of January 1, 2020 (the “Effective Date”), by and among the parties identified herein as the FVE Parties and the parties identified herein as the SNH Parties. RECITALS: The FVE Parties manage real properties and improvements owned by the SNH Parties and their Affiliates, which are operated as senior living communities. The SNH Parti |
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| March 2, 2020 |
Exhibit 10.11 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of January 1, 2020, by FIVE STAR SENIOR LIVING INC., a Maryland corporation (“Guarantor”), for the benefit of the parties identified as the SNH Parties on Schedule 1 attached hereto and made a part hereof (each an “SNH Party”). W I T N E S S E T H : WHEREAS, Guarantor and Senior Housing Properties Trust ( |
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| March 2, 2020 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 26, 2020, Five Star Senior Living Inc. (the “Company,” “we,” “us” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), common stock, $.01 par value per share (“common shar |
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| March 2, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 2, 2020 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissio |
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| March 2, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. (Exact Name of |
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| March 2, 2020 |
Form of Indemnification Agreement.(+) Exhibit 10.5 FIVE STAR SENIOR LIVING INC. FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Five Star Senior Living Inc., a Maryland corporation (the “Company”), and [DIRECTOR/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serves as a director and/ |
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| March 2, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Michael Kodesch, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Fourth Quarter and Year End 2019 Results Fourth Quarter Net Income of $16.1 Million and Net Income Per Diluted Share of $3.15 Fourth Quarter Pro Forma Net Income of $5.8 Million and Pro Forma EBITDA of $10.5 Million Newton, MA (March 2, 2020): Five Star Se |
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| March 2, 2020 |
Representative form of Management Agreement, dated as of January 1, 2020. Exhibit 99.1 MANAGEMENT AGREEMENT FOR MORNINGSIDE OF FAYETTEVILLE 4461 N. CROSSOVER ROAD FAYETTEVILLE, AR 72703 JANUARY 1, 2020 - i - TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01. “AAA” 1 Section 1.02. “Accountants” 1 Section 1.03. “Adverse Regulatory Event” 1 Section 1.04. “Affiliate” 1 Section 1.05. “Agreement” 1 Section 1.06. “Annual Operating Budget” 1 Section 1.07. “Appellate R |
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| January 2, 2020 |
FVE / Five Star Quality Care, Inc. / SENIOR HOUSING PROPERTIES TRUST - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| January 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 1, 2020 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commi |
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| January 2, 2020 |
FVE / Five Star Quality Care, Inc. / ABP Acquisition LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| December 16, 2019 |
26,431,309 Shares Five Star Senior Living Inc. Common Stock (Par Value $.01 Per Share) Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
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| December 12, 2019 |
FVE / Five Star Quality Care, Inc. CORRESP - - December 12, 2019 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D. |
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| December 11, 2019 |
FVE / Five Star Quality Care, Inc. S-1/A - - S-1/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 11, 2019 Registration No. |
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| November 6, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 6, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commis |
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| November 6, 2019 |
EX-99.1 2 a9302019-exhibit991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Michael Kodesch, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces its Third Quarter 2019 Results Third Quarter Senior Living Revenues of $270.0 Million Third Quarter Net Loss of $7.1 Million Third Quarter Pro Forma Net Income of $4.1 Million, Pro Forma EBITDA of $8.3 Million and |
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| November 6, 2019 |
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 Exhibit 10.1 FIVE STAR SENIOR LIVING INC. FORM OF [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Five Star Senior Living Inc., a Maryland corporation (the “Company”), and [DIRECTOR/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serves as a director and/o |
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| November 6, 2019 |
Exhibit 10.6 PARTIAL TERMINATION OF AND SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) THIS PARTIAL TERMINATION OF AND SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4) (this “Amendment”) is made and entered into as of September 17, 2019, by and among each of the parties identified on the signature page hereof as a landlord (collectively |
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| November 6, 2019 |
fveexhibit41formofcommon Exhibit 4.1 SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 33832D 20 5 A CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFIES THAT BY COUNTERSIGNED AND REGISTERED: EQUINITI TRUST COMPANY is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF FIVE STAR SENIOR LIVING INC. ( |
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| November 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| November 6, 2019 |
Exhibit 10.3 PARTIAL TERMINATION OF AND NINETEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) THIS PARTIAL TERMINATION OF AND NINETEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of September 17, 2019, by and among each of the parties identified on the signature pages hereof as a landlord (colle |
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| November 6, 2019 |
Exhibit 3.1 FIVE STAR SENIOR LIVING INC. ARTICLES OF AMENDMENT AND RESTATEMENT December 5, 2001 As amended on November 9, 2004, August 23, 2005, March 28, 2006, June 10, 2011, March 3, 2017, September 30, 2019 (effective at 4:01 p.m.) and September 30, 2019 (effective at 4:15 p.m.) FIVE STAR SENIOR LIVING INC. ARTICLES OF AMENDMENT AND RESTATEMENT ARTICLE I NAME The name of the corporation (the “C |
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| November 6, 2019 |
Exhibit 10.4 THIRTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) THIS THIRTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of May 22, 2019, by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and each of the parties identified on t |
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| November 6, 2019 |
Exhibit 10.2 EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) THIS EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of May 22, 2019, by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and each of the parties identified on t |
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| November 6, 2019 |
Exhibit 10.5 PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) THIS PARTIAL TERMINATION OF AND FOURTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of September 17, 2019, by and among each of the parties identified on the signature pages hereof as a landlord (colle |
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| October 16, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 15, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Comm |
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| September 30, 2019 |
8-K 1 a19-1918318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): September 30, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporatio |
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| September 30, 2019 |
Articles of Amendment of Five Star Senior Living Inc., dated September 30, 2019. (Filed herewith.) Exhibit 3.1 ARTICLES OF AMENDMENT OF FIVE STAR SENIOR LIVING INC. Five Star Senior Living Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: At the Effective Time, the Articles of Amendment and Restatement dated December 5, 2001, as amended to date (the “Articles”), shall be amended to provide tha |
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| September 30, 2019 |
Articles of Amendment of Five Star Senior Living Inc., dated September 30, 2019. (Filed herewith.) EX-3.2 3 a19-191831ex3d2.htm EX-3.2 Exhibit 3.2 ARTICLES OF AMENDMENT OF FIVE STAR SENIOR LIVING INC. Five Star Senior Living Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: At the Effective Time, the Articles of Amendment and Restatement dated December 5, 2001, as amended to date (the “Article |
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| September 27, 2019 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on September 27, 2019 Registration No. |
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| August 7, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Michael Kodesch, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces its Second Quarter 2019 Results Second Quarter Revenues of $274.5 million Second Quarter Net Income of $4.2 million Second Quarter Adjusted EBITDA of $8.6 million Occupancy Increased 160 Basis Points in Second Quarter Compared to Last Year Newton, MA (Augu |
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| August 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 7, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissi |
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| August 7, 2019 |
Form of Indemnification Agreement.(+) (Filed herewith.) Exhibit 10.5 FIVE STAR SENIOR LIVING INC. FORM OF [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Five Star Senior Living Inc., a Maryland corporation (the “Company”), and [DIRECTOR/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serves as a director and/o |
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| August 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| August 7, 2019 |
Exhibit 10.4 PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) THIS PARTIAL TERMINATION OF AND TWELFTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of May 1, 2019, by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Lan |
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| August 7, 2019 |
Exhibit 10.3 PARTIAL TERMINATION OF AND SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) THIS PARTIAL TERMINATION OF AND SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this “Amendment”) is made and entered into as of May 1, 2019 by and among each of the parties identified on the signature pages hereof as a landlord (collectivel |
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| June 13, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Michael Kodesch, Director, Investor Relations (617) 796-8234 www.fivestarseniorliving.com Five Star Senior Living Inc. Stockholders Approve Issuance of Stock to Senior Housing Properties Trust and Its Shareholders Effective January 1, 2020 Five Star Obtains New $65 Million Senior Secured Credit Facility Announces Intention to Effect One-for-10 Reverse St |
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| June 13, 2019 |
Exhibit 10.2 FIVE STAR SENIOR LIVING INC. Summary of Director Compensation The following is a summary of the currently effective compensation of the Directors of Five Star Senior Living Inc. (the “Company”) for services as Directors, which is subject to modification at any time by the Board of Directors (the “Board”) or the Compensation Committee of the Board, as applicable: · Each Independent Dir |
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| June 13, 2019 |
Exhibit 10.1 EXECUTION VERSION $65,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 12, 2019 among FIVE STAR SENIOR LIVING INC., as Borrower, THE GUARANTORS NAMED HEREIN, as Guarantors, THE INITIAL LENDERS, INITIAL ISSUING BANKS AND SWING LINE BANKS NAMED HEREIN, as Initial Lenders, Initial Issuing Banks and Swing Line Banks, and CITIBANK, N.A., as Administrative Agent and as |
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| June 13, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 11, 2019 Five Star Senior Living Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissio |
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| May 9, 2019 |
FVE / Five Star Quality Care, Inc. DEFA14A DEFA14A DEFA14A 1 a19-97281defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as |
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| May 8, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a3312019-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 8, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-168 |
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| May 8, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Brad Shepherd, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces First Quarter 2019 Results Senior Living Revenue Increased for Third Consecutive Quarter Occupancy Increased 120 Basis Points Since the First Quarter of 2018 First Quarter Net Loss of $33.2 million First Quarter Adjusted EBITDA of $2 million Newton, MA (May |
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| May 8, 2019 |
Exhibit 10.5 [Five Star Senior Living Inc. Letterhead] May 2, 2019 Mr. Richard A. Doyle, Jr. 561 Nahatan Street Norwood, MA 02062 Dear Rick: You, Five Star Senior Living Inc. (“FVE”) and The RMR Group LLC (“RMR”) are entering into this letter agreement (this “Agreement”) to confirm the terms and conditions of your separation from FVE and RMR on December 31, 2019 or such earlier date you elect as p |
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| May 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| April 25, 2019 |
FVE / Five Star Quality Care, Inc. DEFA14A DEFA14A 1 a19-24664defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITT |
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| April 25, 2019 |
FVE / Five Star Quality Care, Inc. DEFA14A DEFA14A 1 a19-24663defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITT |
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| April 25, 2019 |
definitive Proxy Statement for our 2019 Annual Meeting of Stockholders dated April 25, 2019 QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 15, 2019 |
FVE / Five Star Quality Care, Inc. PRE 14A PRE 14A 1 a2238454zpre14a.htm PRE 14A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy S |
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| April 8, 2019 |
FVE / Five Star Quality Care, Inc. / ABP Acquisition LLC - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| April 8, 2019 |
Exhibit 99.13 AGREEMENT OF JOINT FILING We, the undersigned, hereby express our agreement that the attached Schedule 13D/A relating to the shares of common stock, par value $.01 per share, of Five Star Senior Living Inc. dated as of April 5, 2019, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisio |
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| April 5, 2019 |
FVE / Five Star Quality Care, Inc. / SENIOR HOUSING PROPERTIES TRUST - SC 13D Activist Investment SC 13D 1 a19-79461sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* FIVE STAR SENIOR LIVING INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class |
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| April 4, 2019 |
Exhibit 10.1 Execution Version TRANSACTION AGREEMENT by and between FIVE STAR SENIOR LIVING INC. and SENIOR HOUSING PROPERTIES TRUST April 1, 2019 TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 1.1 Definitions 1 SECTION 2 TRANSACTIONS 6 2.1 Preliminary Matters 6 2.2 Restructuring Transactions 8 SECTION 3 CONDITIONS TO RESTRUCTURING TRANSACTIONS 8 3.1 Conditions to Obligations of SNH 8 3.2 Conditio |
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| April 4, 2019 |
Exhibit 10.2 Execution Version CREDIT AGREEMENT Dated as of April 1, 2019 among FIVE STAR SENIOR LIVING INC., as Borrower, THE GUARANTORS NAMED HEREIN, as Guarantors, SENIOR HOUSING PROPERTIES TRUST, as Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 SECTION 1.01 Certain Defined Terms 1 SECTION 1.02 Computation of Time Periods; Other Definitional Provisions 6 ARTICLE II |
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| April 4, 2019 |
Exhibit 10.3 Execution Version VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of April 1, 2019, by and between Five Star Senior Living Inc., a Maryland corporation (the “Company”), and ABP Trust, a Maryland statutory trust, in its capacity as the sole member of ABP Acquisition LLC (the “Stockholder”). RECITALS: 1. ABP Acquisition LLC is the beneficial and record owner of 17,9 |
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| April 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 1, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commiss |
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| March 11, 2019 |
Exhibit 10.1 March 11, 2019 Five Star Senior Living Inc. 400 Centre Street Newton, MA 02458 Ladies and Gentlemen: Reference is made to those certain Amended and Restated Master Lease Agreements, Nos. 1-5 (the “Master Leases”), among certain subsidiaries of Senior Housing Properties Trust, as landlord (“SNH”), and certain subsidiaries of Five Star Senior Living Inc. (“FVE”), as tenant. The purpose |
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| March 11, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 11, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commis |
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| March 6, 2019 |
Five Star Senior Living Inc. Announces Fourth Quarter and Year End 2018 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Brad Shepherd, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Fourth Quarter and Year End 2018 Results Newton, MA (March 6, 2019). Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter and year ended December 31, 2018. Financial Results for the quarter ended December 31, 2018: |
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| March 6, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 6, 2019 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissio |
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| March 6, 2019 |
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10‑K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1‑16817 FIVE STAR SENIOR LIVING INC. (Exact Name of |
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| March 6, 2019 |
Exhibit 21.1 FIVE STAR SENIOR LIVING INC. SUBSIDIARIES OF THE REGISTRANT Name State of Formation, Organization or Incorporation Annapolis Heritage Partners, LLC Delaware Columbia Heritage Partners, LLC Delaware Encinitas Heritage Partners, LLC Delaware Five Star Aspenwood LLC Delaware Five Star Brookside LLC Delaware Five Star Cary Heartfields LLC Delaware Five Star Coral Oaks LLC Delaware Five St |
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| January 3, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 27, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Com |
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| January 3, 2019 |
Exhibit 10.1 [Five Star Senior Living Inc. Letterhead] December 21, 2018 R. Scott Herzig 14 Hunters Lane Natick, MA 01760 Dear Scott: You and Five Star Senior Living Inc. (“Five Star”) are entering into this letter agreement (this “Agreement”) to confirm the terms and conditions of the termination of your employment on December 12, 2018 (the “Separation Date”). I. SEPARATION A. Position. Effective |
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| December 21, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a18-4185418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 18, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation |
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| December 21, 2018 |
Exhibit 10.1 FIRST LETTER AMENDMENT Dated as of December 18, 2018 Citibank, N.A., as Administrative Agent 1615 Brett Road OPS III New Castle, Delaware 19720 Attention: Bank Loan Syndications Department Re: Five Star Senior Living Credit Facility Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of February 24, 2017 (as modified to date, the “Credit Agree |
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| December 17, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 11, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Com |
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| December 13, 2018 |
8-K 1 a18-4148818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): December 11, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation |
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| December 13, 2018 |
Exhibit 10.1 December 11, 2018 Bruce J. Mackey, Jr. 175 Locksley Rd. Lynnfield, Massachusetts 01940 Dear Bruce: You, Five Star Senior Living Inc. (“FVE”) and The RMR Group LLC (“RMR”) are entering into this letter agreement (this “Agreement”) to confirm the terms and conditions of your separation from FVE and RMR on December 31, 2019 or such earlier date you elect as provided below (the “Separatio |
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| November 21, 2018 |
8-K 1 a18-4055518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 15, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation |
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| November 14, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a9302018-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 14, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) |
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| November 14, 2018 |
Five Star Senior Living Inc. Announces Third Quarter 2018 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Brad Shepherd, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Third Quarter 2018 Results Newton, MA (November 14, 2018). Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter ended September 30, 2018. Financial Results for the quarter ended September 30, 2018: • Senior living |
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| November 14, 2018 |
FVE / Five Star Quality Care, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| October 23, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 22, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Comm |
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| August 9, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): August 9, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16817 04-3516029 (Commissi |
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| August 9, 2018 |
Five Star Senior Living Inc. Announces Second Quarter 2018 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Brad Shepherd, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces Second Quarter 2018 Results Newton, MA (August 9, 2018). Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter ended June 30, 2018. Financial Results for the quarter ended June 30, 2018: • Senior living revenue for |
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| August 9, 2018 |
Exhibit 10.4 ELEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 2) (this “Amendment”) is made and entered into as of July 31, 2018, by and among each of the parties identified on the signature pages hereof as a landlord (collectively, “Landlord”) and each of the parties identified on the |
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| August 9, 2018 |
Exhibit 10.5 PARTIAL TERMINATION OF AND SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) THIS PARTIAL TERMINATION OF AND SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 1) (this "Amendment") is made and entered into as of June 1, 2018 by and among each of the parties identified on the signature pages hereof as a landlord (collectively, |
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| August 9, 2018 |
Exhibit 99.3 POOLING AGREEMENT No. 13 THIS POOLING AGREEMENT No. 13 (this “Agreement”) is made as of January 19, 2018 (the “Effective Date”), by and among FVE Managers, Inc. (“Manager”) and the parties listed on Schedule A (each a “TRS” and collectively, “TRSes”). RECITALS: Each TRS has entered into a Management Agreement with Manager (each a “Management Agreement” and collectively, the “Managemen |
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| August 9, 2018 |
Form of Indemnification Agreement. (Filed herewith.) Exhibit 10.3 FIVE STAR SENIOR LIVING INC. FORM OF [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Five Star Senior Living Inc., a Maryland corporation (the “Company”), and [DIRECTOR/OFFICER] (“Indemnitee”). WHEREAS, Indemnitee currently serves as a director and/o |
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| August 9, 2018 |
FVE / Five Star Quality Care, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-16817 FIVE STAR SENIOR LIVING INC. |
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| July 3, 2018 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): June 29, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commiss |
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| July 3, 2018 |
ACCESSION AGREEMENT TO AMENDED AND RESTATED POOLING AGREEMENT NO. 12 Exhibit 99.2 ACCESSION AGREEMENT TO AMENDED AND RESTATED POOLING AGREEMENT NO. 12 THIS ACCESSION AGREEMENT TO AMENDED AND RESTATED POOLING AGREEMENT NO. 12, dated as of June 29, 2018 (this “Accession Agreement”), is entered into by SNH PARK PLACE TENANT I LLC, a Maryland limited liability company (“Fountain City Tenant”), and SNH PARK PLACE TENANT II LLC, a Maryland limited liability company (“Wes |
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| July 3, 2018 |
AMENDED AND RESTATED POOLING AGREEMENT No. 12 Exhibit 99.1 AMENDED AND RESTATED POOLING AGREEMENT No. 12 THIS AMENDED AND RESTATED POOLING AGREEMENT No. 12 (this “Agreement”) is made as of June 28, 2018 (the “Effective Date”), by and among FVE Managers, Inc. (“Manager”) and the parties listed on Schedule A (each a “TRS” and collectively, “TRSes”). RECITALS: Each TRS has entered into a Management Agreement with Manager (each a “Management Agre |
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| May 21, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 17, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 001-16817 04-3516029 (Commissi |
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| May 21, 2018 |
EX-10.1 2 a18-139351ex10d1.htm EX-10.1 Exhibit 10.1 FIVE STAR SENIOR LIVING INC. NONQUALIFIED DEFERRED COMPENSATION PLAN FIVE STAR SENIOR LIVING INC. NONQUALIFIED DEFERRED COMPENSATION PLAN Table of Contents Article Title Page ARTICLE I Definitions 1 (a) “Account” or “Accounts” 1 (b) “Affiliate” 1 (c) “Beneficiary” 1 (d) “Board” 1 (e) “Change in Control” 1 (f) “Claimant” 3 (g) “Code” 3 (h) “Compan |
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| May 21, 2018 |
Summary of Director Compensation. Exhibit 10.2 FIVE STAR SENIOR LIVING INC. Summary of Director Compensation The following is a summary of the currently effective compensation of the Directors of Five Star Senior Living Inc. (the “Company”) for services as Directors, which is subject to modification at any time by the Board of Directors (the “Board”) or the Compensation Committee of the Board, as applicable: · Each Independent Dir |
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| May 15, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a3312018-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): May 15, 2018 FIVE STAR SENIOR LIVING INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation) 1-16 |
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| May 15, 2018 |
Five Star Senior Living Inc. Announces First Quarter 2018 Results Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Brad Shepherd, Director, Investor Relations (617) 796-8245 Five Star Senior Living Inc. Announces First Quarter 2018 Results Newton, MA (May 15, 2018). Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter ended March 31, 2018. Financial Results for the quarter ended March 31, 2018: • Senior living revenue for t |
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| May 15, 2018 |
Waiver, dated as of March 31, 2018. (Filed herewith.) Exhibit 10.2 Execution Version LIMITED WAIVER Dated as of March 31, 2018 Citibank, N.A., as Administrative Agent 1615 Brett Road OPS III New Castle, Delaware 19720 Attention: Bank Loan Syndications Department Re: Five Star Senior Living Credit Facility Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement dated as of February 24, 2017 (the ?Credit Agreement?), by and |
