SHM
Corporate Info By JBirch ‘080401
An attempt
to untangle the corporate structure over SHM. (including some narrative reference
materials)
Our
facility, still specifically known as “Sleepy Hollow Manor Nursing Home”,
is one of several hundred ‘Golden Living Centers’ owned & run by ‘Pearl
Senior Care, LLC’ thru a network of subsidiary company names, primarily ‘Golden
Ventures’ with each of a facility’s departments or services being provided
by a subsidiary.
Fillmore Capital Partners(in S.F., CA) formed “Pearl Senior Care, LLC” specifically to buy BEI
Beverly Enterprises, Inc. (=BEI) (Hq in AK),
renamed ‘Golden Ventures’, owns 260 facilities & 22 communities, operated by owned service companies.
Beverly Healthcare(BHCG?),
Aegis Therapies,(of Golden) 6,000 employees in 1,000 client locations.
AseraCare,(of Golden) Formerly Beverly Home Care, is a subsidiary of Beverly Enterprises
Aedon Staffing ,(of Golden) Health care employment
Ceres ,(of
Golden) Purchasing Solutions
VIZIA Healthcare Design Group, a Beverly company, (800) 595-7287
.______________________________________________ Research history _______________________________
080401 Infra-Corp. seems to be an outside contractor providing web-based ID services for Golden. http://www.infra-corp.com/success-stories/golden-ventures.asp 500 client locations and nearly 40,000 employees, an upgrade to a web-based IT Service Management … for maintaining computer systems across all of its clients' facilities - ranging from business processes such as collecting payroll records, the computerized time clock and the accounts payable system through to PCs, monitors, printers, desktop applications and specialty healthcare applications.
Golden Ventures is a privately owned administrative services company that provides services on a contract basis to nursing homes and other healthcare companies … first-level support desk located overseas.
Infra
Corp : Citrix
It to Golden Ventures which was formed following the merger of Beverly
Enterprises and Pearl Senior Care,
080329 https://www.goldenven.com/
“Beverly Enterprises, Inc. (BEI)
has completed a merger with Pearl Senior Care, an affiliate of Fillmore Capital
Partners. As a result of the merger, each outstanding share of BEI common stock
was cancelled and converted into the right to receive $12.50 per share in cash.
Stockholder inquiries may be directed to the transfer agent:
The Bank of
New York, Shareholder Relations Dept., 11E, P.O. Box 11258 Church Street
Station, New York, NY 10286
(800) 524-4458 shareowner-svcs@bankofny.com www.stockbny.com “
For information about Beverly Healthcare nursing
homes, please visit www.beverlyhealthcare.com.
-> http://www.goldenlivingcenters.com/GGNSC
080314 I
re-found “Beverly Living Centers” website (http://www.beverlycares.com/BL) >
Search ‘Golden’
-> There
are no results that match your keyword search
but > Code of Ethics -> http://www.beverlycares.com/NR/rdonlyres/555CE27B-62CB-484F-BE60-09ADC37001BC/0/FINAL2007CodeofConductandBusinessEthics.pdf)
is the “Golden
Ventures” 2007 “Code of Ethics”.
but news stopped March
8, 2006
080227 I could not learn enough to build what I hoped would be a simple corporate tree of ownership.
080202 Beverly Enterprises, Inc. (BEI) has completed a merger with Pearl Senior Care, an affiliate of Fillmore Capital Partners.
080202 Dogpile search engine >
Fillmore Capital Partners(in S.F., CA) formed “Pearl Senior Care, LLC” specifically to buy BEI
Beverly Enterprises, Inc. (=BEI) (in AK) owns:
Beverly Healthcare(BHCG?),
Aegis Therapies,(of Golden) 6,000 employees in 1,000 client locations.
AseraCare,(of Golden) Formerly Beverly Home Care, is a subsidiary of Beverly Enterprises
Aedon Staffing ,(of Golden) Health care employment
Ceres ,(of Golden) Purchasing Solutions
Golden Ventures (possibly new name for BEI) own BHCG which owns 262 NHs (called “Golden Living Centers”). ;Tear Sheet
Fillmore Capital Partners, LLC (by Google) : Discuss Fillmore 4 Embarcadero Ctr Ste 710, San Francisco, CA94111 ; 415 834-1477 ;www.fillmorecap.com
Business Description: Private Real Estate Equity Firm
NAICS: Real Estate Investment Trusts
Pearl Senior Care, LLC [per Manta bus info]
4 Embarcadero Ctr, San Francisco, CA 94111-4106, United States (Map) (Add Company Info) ; 415 834-1477
SIC:Skilled Nursing Care Facilities
Line of Business:Owns & Operates Skilled Nursing Care Facilities Assisted Living Centers Hospice & Home Care Facilities
transfer agent: The Bank of New York Shareholder Relations Dept., 11E, P.O. Box 11258, Church Street Station, New York, NY 10286
800 524-4458 shareowner-svcs@bankofny.com www.stockbny.com
Reference material:
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abstract |
extract/article |
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080131 |
On Feb. 28, she was transferred to Beverly Health and Rehab Center of Frankfort, until her death, Grace Shawver was of unsound mind until her death. Beverly and Golden defendants managed the facility "to maximize profits by reducing staffing levels below regulations. >Beverly and Golden defendants knew the facility "could not provide the minimum standard of care to the weak and vulnerable residents ... The severity of the recurrent negligence inflicted upon Grade Shawver while under the care of the facility accelerated the deterioration … poor hygiene, severe pain and death." >Medical negligence; corporate negligence; violations of long-term care resident's rights; and wrongful death. Claims made in filing a lawsuit give only the plaintiff's side of the case. Ann Phillips, executive director of Golden LivingCenter-Frankfort, said Tuesday, "I know nothing of this case. … now known as Golden LivingCenter-Frankfort, and John Doe 1 through 5, unknown defendants. The lawsuit was filed by attorney Richard E. Circeo of Wilkes & McHugh, Nashville, Tenn. |
Man sues nursing homes in wife's death By Charlie Pearl January 31, 2008 A Waddy man - whose wife spent more than the last year of her life in Frankfort nursing homes - has sued two nursing homes and their corporations for alleged negligence and wrongful death. The lawsuit was filed Jan. 22 in Franklin Circuit Court on behalf of Bill Shawver, widower and administrator of the estate of Grace Shawver, who died July 7, 2006, at the age of 94. According to the lawsuit, Grace Shawver resided at Bradford Square Rehabilitation & Nursing Center, 1040 U.S. 127 South, from June 17, 2005 until Feb. 20, 2006, when she was transferred to Frankfort Regional Medical Center. On Feb. 28, she was discharged from the hospital and transferred to Beverly Health and Rehab Center of Frankfort, now known as Golden LivingCenter-Frankfort, 117 Old Soldiers Lane, where she remained until her death, the suit says. The suit also claims: >While residing at the nursing homes, Grace Shawver
was of unsound mind and remained incompetent until her death. >Due to the wrongful conduct of Bradford Square defendants, Grace Shawver "suffered accelerated deterioration of her health and physical condition beyond that caused by the normal aging process," as well as these injuries: "weight loss, malnutrition, dehydration; infection, including urinary tract infection and pneumonia; fall, resulting in fractured hip that required surgical repair; depression, severe pain, poor hygiene and death." >Beverly and Golden defendants managed the facility "to maximize profits by reducing staffing levels below that needed to provide adequate care to residents that would comply with federal and state regulations governing skilled nursing facilities." >Beverly and Golden defendants knew the facility
"could not provide the minimum standard of care to the weak and
vulnerable residents ... The severity of the recurrent negligence inflicted
upon Grade Shawver while under the care of the facility accelerated the
deterioration of her health and physical condition and resulted in physical
and emotional injuries " weight loss, infection, poor hygiene, severe
pain and death." >Medical negligence; corporate negligence;
violations of long-term care resident's rights; and wrongful death. Claims made in filing a lawsuit give only the
plaintiff's side of the case. Ann Phillips, executive director of Golden LivingCenter-Frankfort, said Tuesday, "I know nothing of this case. The complaint sets forth a laundry list of allegations aimed at a variety of caregivers, seemingly in connection with residence and treatment in a number of facilities. "Given our obligations under federal law to protect the privacy of residents and former residents, we are not at liberty to say anything more, at this time, other than that we will respond appropriately in court, and defend the quality of our care." Robb Durham, administrator of Bradford Square Rehabilitation & Nursing Center, said Wednesday, "As a healthcare provider we are obligated by privacy regulations concerning current and former residents of our care center, which prevents us from commenting on this particular situation. "I can assure you that our center is fully cooperating within the legal process. Our team of caring staff remains committed to providing quality care and a safe environment to the residents and community we serve. I am always available to speak to families of our residents if they should have any concerns." All of the defendants named in the suit include: SeniorCare LLC,
SeniorCare Bradford LLC, Bradford Square Nursing LLC, Dana Marshall, as
administrator of Bradford Square Rehabilitation & Nursing Center, Beverly
Enterprises Inc., Beverly Health and Rehabilitation Services Inc., Ann
Phillips, as administrator of Beverly Health and Rehab Center of Frankfort,
Pearl Senior Care LLC, GGNSC Administrative Services LLC d/b/a Golden
Ventures, GGNSC Holdings LLC d/b/a Golden Horizons, Golden Gate National
Senior Care LLC d/b/a Golden Living, GGNSC Equity Holdings LLC, Golden Gate
Ancillary LLC, GGNSC Frankfort LLC d/b/a Golden LivingCenter-Frankfort, Kara
Meredith, as administrator of Beverly Health and Rehab Center of Frankfort, now
known as Golden LivingCenter-Frankfort, and John Doe 1 through 5, unknown
defendants. The lawsuit was filed by attorney Richard E. Circeo of Wilkes & McHugh, Nashville, Tenn. |
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070517 |
Genesis is roughly the same size as Beverly was when Fillmore concluded purchase of it in March 2006. The
fact that Fillmore hasn't broken up the companies that made up Beverly and is
pursuing acquisition of Genesis could be interpreted as a vote of confidence
in the sector. Staying privately held may be
evidence that Fillmore's commitment to Golden Horizons isn't something it
intends to abandon quickly. However, multiple factors can
weigh in favor of a decision to go public. We did not renew some leases on
six facilities, living centers. We purchased the land and buildings on
another six for $40 something million." Land
and buildings are key to keep up with another growing industry trend,
Continuing Care Retirement Communities or CCRCs. |
Editor's Note: This is the last of a two-part story on
Fort Smith-based Golden Ventures, its parent company Golden Horizons and
Golden Horizons CEO Randy Churchey. How Golden Will This Year Be? CEO Reviews Last 14 Months, Looks Ahead Randy Churchey doesn't hear one question as much any more, and that's probably OK with him. Churchey, chief executive officer of Golden Horizons -- parent company of Fort Smith-based Golden Ventures -- said not as many local people ask whether Golden Ventures is leaving the city. Golden Ventures is the administrative unit of the Golden Horizons companies, and its building is where he keeps his office. "I don't get them any more," he said. "We've been here a year and two months since the acquisition. We could be bought or buy something else. I try to tell people there's the same risk as with anybody else." He declined to speculate on what might happen to Golden Ventures if one of its principal owners San Francisco-based Fillmore Capital Partners is successful in buying Genesis Health Care Corp. in Kennett Square, Penn. Genesis is roughly the same size as Beverly was when Fillmore concluded purchase of it in March 2006. Both corporations provide service
in skilled nursing (nursing home) centers, assisted living centers, hospices
and home health units. In announcement Tuesday, Fillmore
made the most recent and highest bid for publicly held Genesis against rival
Formation Capital with an offer of $69.25 per share. The Genesis board of directors
voted Tuesday to accept the bid, calling it a "superior proposal."
Formation still has two days to make a counteroffer if it chooses to do so. GOING PUBLIC Often after the takeover of a
public company, its new owners sell its divisions and subsidiaries for
amounts greater than those they were valued with when originally acquired. The fact that Fillmore hasn't
broken up the companies that made up Beverly and is pursuing acquisition of
Genesis could be interpreted as a vote of confidence in the sector. "The private equity firm and
investors that own Golden Horizons believe still that this business and
ancillary businesses like it are great places to invest their capital,"
Churchey said. "As long as they continue to believe that is one of the
best places to invest capital, then there is no reason to take this company
public and remove the capital from the equation. The guys that own us are
bidding for Genesis. That should give you a great indication that investing
in this sector is at the top of their play list." Staying privately held may be
evidence that Fillmore's commitment to Golden Horizons isn't something it
intends to abandon quickly. However, multiple factors can
weigh in favor of a decision to go public. "There are all sorts of
reasons for going public," said Jim Kumpel, senior vice president of
equity research for Friedman, Billings Ramsey & Co. in Alexandria, Va.
"One is to create an incentive for your employees. You align them
directly with the owners of the company. Going public gives investors an
opportunity to have a more liquid investment and trade out of it."
(Investors should assume that Friedman Billings intends to seek business relationships
and investment banking with the companies involved, a disclosure document
from the firms states.) Becoming publicly traded again
isn't a short-term possibility in Churchey's view. He and Fillmore see acquiring more
companies even smaller than Genesis as a way to grow the business outside of
selling stock. "What we've done is made a
run at a variety of different companies -- nursing, hospice, rehab,"
Churchey said. "We have not consummated many. We did not renew some
leases on six facilities, living centers. We purchased the land and buildings
on another six for $40 something million." Land
and buildings are key to keep up with another growing industry trend,
Continuing Care Retirement Communities or CCRCs.…
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070511 |
Fillmore President Ron Silva, who converted publicly held Beverly Enterprises into a private company, is not a fan of long-term, acute health care companies being a shareholder-owned operation. There
is a real-estate appreciation component to it.” (Investors should assume that
Friedman Billings intends to seek business relationships and investment
banking with the companies involved, a disclosure document from the firms
states.) |
Fillmore
Capital Makes Bid For Genesis By Ben Boulden Times
Record • bboulden@swtimes.com It’s too early to tell if or how a bidding war between the parent company of Fort Smith-based Golden Ventures and Formation Capital over Pennsylvania-based Genesis Health Care Corp. will change operations in Fort Smith. San Francisco-based Fillmore Capital Partners, the parent company of Golden Horizons and Golden Ventures (formerly Beverly Enterprises), and Alpharetta, Ga.-based Formation Capital are engaged in a multi-billion dollar battle to acquire Genesis. Both Genesis and Golden Horizons own senior living properties such as skilled nursing centers, assisted living centers and related health care companies. Wednesday night, Fillmore upped its per share offer to buy Genesis to $69 or a total of $1.37 billion. Fillmore paid $1.8 billion for Beverly in March 2006. Genesis moved its shareholders meeting scheduled for today at its headquarters in Kennett Square, Penn., to May 18, according to a news release. Formation and Fillmore competed in 2005 and 2006 over the purchase of Beverly Enterprises. With a $63 per share bid, Formation fired the first shot in the new bidding war in January. Another equity firm, JER Partners, also supports Formation’s acquisition effort. Fillmore President Ron Silva, who converted publicly held Beverly Enterprises into a private company, is not a fan of long-term, acute health care companies being a shareholder-owned operation. In the Genesis bidding, Silva has had to overcome what he considers an arbitrary process by the Genesis board of directors to restrict who could place a bid. “This is a story about what is bad about public boards,” Silva said Wednesday. “The proxy statement explains this in detail. It’s about how we were treated. It’s another Bill Floyd (former Beverly CEO) issue. It’s bad managers abusing a public system, which I detest.” Private equity investors like Fillmore competing for senior living assets is in part what has driven up the per share bids, said Jim Kumpel, senior vice president of equity research for Friedman, Billings Ramsey & Co. in Alexandria, Va. “Private equity is not interested in leased assets,”
Kumpel said. “They are interested in buying fully owned assets with good cash
flows — Mariner Health Care in 2005, Beverly in 2006 and Genesis in 2007. All
of them owned more than 70 percent of their facilities. Genesis is close to
80 or 85 percent of their facilities. There is a real-estate appreciation
component to it.” (Investors should assume that Friedman Billings intends to
seek business relationships and investment banking with the companies
involved, a disclosure document from the firms states.) Genesis operates more than 200 skilled nursing centers and assisted living centers in 13 eastern states while Golden Horizons through its companies operates 261 skilled nursing centers and another 75 still under the Beverly brand. Each employs about 36,000 people. … |
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070226 |
Pearl Senior Care Inc bought Beverly for $2.3 billion |
26-FEB-07 Golden chain of corporate names.(HEALTH CARE Update) Publication: Arkansas Business Publication Date: 26-FEB-07 Pearl Senior Care Inc., an affiliate of Fillmore Capital Partners, bought Beverly Enterprises Inc. in a March 14, 2006, transaction valued at about $2.3 billion. This resulted in Beverly Enterprises morphing into Golden Gate National Senior Care Holdings LLC, a up of the hat to San... |
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060817 |
''Golden'' names for agglomerated Long-Term Care Companies. |
17-AUG-06 A family of "Golden" names was launched today by GGNSC Holdings LLC for the different companies that address a broad array of long-term care and senior living needs throughout the United States. The new names, all sharing the Golden moniker, include the following: --Golden Living is the new name for the long-term care company formerly known as Golden Gate National Senior Care LLC. Golden Living operates 262 skilled nursing facilities -- now known as Golden Living Centers -- and 15 assisted living centers, now known as Golden Living Communities. --Golden Innovations is the new name for Golden... |
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060403 |
The former CEO William R. Floyd is asking $1.8 million for his 7,488-SF house. salary at Beverly was $2.3 million |
03-APR-06 Fort Smith,AK developers favor custom-built homes. …Beverly Enterprises moves its headquarters. With annual salaries in the high six-figures and low seven-figures, Beverly executives have been a vital part of the city's upscale housing market. Eight Beverly executives announced their retirement on Marcia 15, the day after the nursing home healthcare provider merged with Pearl Senior Care, an affiliate of Fillmore Capital Partners LLC of San Francisco. The former CEO has put his house up for sale. William R. Floyd is asking $1.8 million for his 7,488-SF house at 1800 Innsbruck Lane. The six-bedroom house and 5.34 acres appraised for $1.29 million in 2002, according to records at the Sebastian County Assessor's office. Floyd's salary at Beverly was $2.3 million last... |
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060315 |
Randy L. Churchey, 45, replaces retiring William R. Floyd, as Chairman, President and Chief Executive Officer of BEI, since 2000, after merger of BEI with Pearl Senior Care, LLC, an affiliate of Fillmore Capital Partners |
FORT SMITH, Ark. -- In conjunction with the previously announced merger of Beverly Enterprises, Inc. (BEI) with Pearl Senior Care LLC, an affiliate of Fillmore Capital Partners, Randy L. Churchey, 45, has been named President and Chief Executive Officer of BEI. |
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060301 |
Silva, 51, speaking of his role heading up one of the nation's largest chains. |
Profile/Narrative biography: McKnight's Long-Term Care News: 01-APR-06 Author: Berger, Liza Ron Silva CEO, Fillmore Capital Partners Chances are good you probably haven't heard of Ron Silva. And you're not alone. The new owner of the former Beverly Enterprises Inc. is still a relative unknown in long-term care circles, and he knows it. "In one breath, you'd say it's daunting," said Silva, 51, speaking of his role heading up one of the nation's largest chains. "In another breath, you would say it's a wonderful opportunity. In another you'd say I have this very skillful team that is actually operating the company, and I have the absolute delight to try to fine-tune it and to add programs that make people work together better." |
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051125 |
is BEI’s headquarters to stay in Fort Smith? depends on the state’s political and litigation climate Can we operate the company effectively with politicians parked on our doorstep?” Silva said Wednesday. He was referring to three contentious state legislative committee hearings called this fall by state Rep. Stephen Bright, R-Maumelle, to consider whether North American Senior Care’s — the original would-be buyer of BEI — proposed limited liability company structure could hinder state and federal oversight of quality of care. motions in Arkansas patient liability cases, seeking injunctions to prevent BEI’s $172 million liability reserves from being conveyed to a third party … In September, BEI settled a Bradley and Saline counties class-action patient liability lawsuit for $18.9 million, saying although BEI was sure it would have prevailed, it was less costly to settle than to drag out the legal battle. BEI had also been hit with a $20 million discovery bond in that case. Whitman said he thinks Floyd’s — the BEI boss — approach was aimed at keeping BEI in Fort Smith. BEI employs about 600 in Fort Smith. “And I certainly understand that, although it isn’t the perspective, the business model I’m coming from. Our approach would have been to ... regionalize, to localize things.” |
Next Home For BEI By Mary L. Crider Friday, November 25, 2005 9:43 AM CST TIMES RECORD • MCRIDER@SWTIMES.COM FORT SMITH — How likely is BEI’s headquarters to stay in Fort Smith? Well, that depends on the state’s political and litigation climate, according to BEI’s new buyer, San Francisco-based Fillmore Strategic Investors, LLC. The estimated $1.8 billion transaction is expected to close around March. Final plans aren’t formulated, and Fillmore doesn’t want to uproot people, but it must closely consider the state’s operating environment, said Fillmore Capital Partners CEO Ron Silva. Fillmore Strategic Investors is an affiliate of Fillmore Capital Partners. “I think the politics in Arkansas is a challenge. ... Can we operate the company effectively with politicians parked on our doorstep?” Silva said Wednesday. He was referring to three contentious state legislative committee hearings called this fall by state Rep. Stephen Bright, R-Maumelle, to consider whether North American Senior Care’s — the original would-be buyer of BEI — proposed limited liability company structure could hinder state and federal oversight of quality of care. “The question is, ‘Will Arkansas allow a long-term health care company to operate in the state without undue harassment?’” Silva said. Silva also cited the state’s tort atmosphere. “I think it’s unfair. The large dollar amount that the plaintiffs’ bar besieged Beverly with in Arkansas is almost reprehensible — it is reprehensible,” said Silva who said his elderly parents have received nursing home care. This month, Texarkana, Texas-based attorney M. Chad Trammell began filing motions in Arkansas patient liability cases, seeking injunctions to prevent BEI’s $172 million liability reserves from being conveyed to a third party with its sale to NASC. Alternatively, Trammell asked for a trust over the reserves or to require BEI to post bond to ensure plaintiffs won’t be denied the possibility of recovering monetary damages. In September, BEI settled a Bradley and Saline counties class-action patient liability lawsuit for $18.9 million, saying although BEI was sure it would have prevailed, it was less costly to settle than to drag out the legal battle. BEI had also been hit with a $20 million discovery bond in that case. Although BEI headquarters could move, Fillmore is eyeing some of BEI’s senior managers. “I think there are some terrific people managing Beverly now. Although it may not be the top one or two people, but they have done a super job. A lot of people in the finance department are just super,” Silva said. BEI chairman and CEO Bill Floyd told BEI employees Monday morning, “(I)’m sure that one question that is topmost in all your minds is, will the new buyers honor the commitments NASC made to keep support services in Fort Smith? Although we haven’t specifically raised these questions with the Fillmore group, BEI will continue to operate the businesses, and the resources in Fort Smith should be as valuable to Fillmore as they were to NASC.” BEI announced Monday that the offer from Fillmore was replacing the previous $13 a share or about $1.9 million offer from NASC. Under its $12.50 a stock share or $1.8 billion (including BEI’s about $300 million debt) merger agreement with Fillmore, BEI has until Dec. 12 to solicit other offers. BEI will be acquired by Pearl Senior Care, a Fillmore affiliate formed specifically for the transaction. Fillmore is the private equity firm that was to provide NASC with a needed $350 million in equity and additional $50 million letter of credit. Under a six-week extended deadline, NASC had until last Friday to complete that financing. NASC had been BEI’s high-bidder, beating Formation Capital’s last bid by 10 cents a share. Alpharetta, Ga.-based Formation led the investor consortium that acquired about 8.1 percent of BEI’s stock last fall and, in December, offered $11.50 a share or about $1.5 billion for the company. BEI’s board said “no,” and in January, the Formation consortium began a hostile takeover attempt that led to a change in majority stock ownership from long-term to short-term holders. The new institutional shareholders told BEI officers they wanted the company sold. BEI placed itself on the auction block. Formation dropped its proxy contest and joined the bidding and due-diligence research — until BEI pronounced NASC the winner on Aug. 24. But don’t count Formation out just yet. On Tuesday, Formation CEO Arnold Whitman said, “We’re still interested in the company, but I’m not sure we should agree to the higher price with the limited amount of work we’ve been able to do.” SeniorCare Investor Editor Steve Monroe and some Wall Street analysts have suggested that the Formation group wasn’t given fair consideration in the original bidding. “Everybody’s perspective is different,” Whitman stressed repeatedly. “... So there were some things that appeared to us not to be fair or level-handed, ... and part of that may have been due to that our interest and strategy may have been contrary to what management felt was in the best interest of the company.” Whitman said his group would likely have kept some operations in Fort Smith, but nursing facility oversight would have been regionalized. Whitman said he thinks Floyd’s — the BEI boss —
approach was aimed at keeping BEI in Fort Smith. BEI employs about 600 in
Fort Smith. “And I certainly understand that, although it isn’t the
perspective, the business model I’m coming from. Our approach would have been
to ... regionalize, to localize things.” Still ... “It was frustrating to watch because we had our money and capital in place. It appears they chose another bid as superior to us, and it appears they (NASC) didn’t have the money,” Whitman said. Formation provides equity to the senior housing and long-term care industry, and as of January, had acquired ownership interest in 150 facilities in 20 states, including 49 Florida nursing homes it purchased in 2002 from BEI. “The whole reason we got started in this is because when we bought the Florida facilities, we recognized some inefficiencies in the way those buildings were operated, and over time, we’ve proved that to ourselves,” Whitman said. BEI operates about 345 nursing homes. Its businesses are Beverly Healthcare, Aegis Therapies, AseraCare, Aedon Staffing and Ceres. It employs about 34,000 nationwide. BEI (NYSE: BEV) closed Wednesday at $11.97, up 1 cent. For the past 52 weeks the share price has ranged from a $13.44 high to a $8.33 low. |
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051122 |
New, 4% lower bid for BEI by Fillmore Strategic Investors LLC than New York-based North American Senior Care |
November 22, 2005 Fort Smith-based BEI announced Monday it has a new buyer — and a lower price — $12.50 a share or about $1.8 billion. The would-be buyer who displaced New York-based North American Senior Care is Fillmore Strategic Investors LLC, an affiliate of San Francisco-based Fillmore Capital Partners, the private equity firm that agreed to provide NASC the $350 million in financing it needed to complete the BEI purchase. Under the new agreement, BEI has until Dec. 12 to solicit merger proposals from others — and won’t have to pay a breakup fee to Fillmore if it finds a more lucrative buyer. The new sale price represents a 50 cent a share or about $50 million drop from $13 a share that was offered by NASC. |
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051122 |
Pearl (formed specifically to buy BEI) neither owns nor operates any health care facilities, he said. BEI’s businesses are Beverly Healthcare, Aegis Therapies, AseraCare, Aedon Staffing and Ceres. It employs about 34,000 nationwide. R-Maumelle. Bright had said he was concerned BEI’s post-sale corporate structure would hinder state and federal care quality oversight. Monroe said, “The board of Beverly incompetently handled the auction process. They threw out $50 million because they didn’t want to deal with Formation Capital.” |
BEI Gets New Buyer, Lower Price By Mary L. Crider Tuesday, November 22, 2005 8:11 AM CST TIMES RECORD • MCRIDER@SWTIMES.COM It ain’t over ’til it’s over: Fort Smith-based BEI announced Monday it has a new buyer — and a lower price — $12.50 a share or about $1.8 billion. The would-be buyer who displaced New York-based North American Senior Care is Fillmore Strategic Investors LLC, an affiliate of San Francisco-based Fillmore Capital Partners, the private equity firm that agreed to provide NASC the $350 million in financing it needed to complete the BEI purchase. Under the new agreement, BEI has until Dec. 12 to solicit merger proposals from others — and won’t have to pay a breakup fee to Fillmore if it finds a more lucrative buyer. The new sale price represents a 50 cent a share or about $50 million drop from $13 a share that was offered by NASC. In a shareholder-mandated auction, NASC was BEI’s high bidder, beating a $12.90 bid by an Alpharetta, Ga.-based Formation Capital-led investor group. Under a deadline extended from Sept. 22, NASC had until Nov. 18 to obtain the necessary financing and an additional $50 million letter of credit. The board chose the Fillmore offer because it has a solid financing plan, because Fillmore put up $60 million in earnest money and because of the opportunity to continue shopping the company for other proposals, said Jim Griffith, BEI senior vice president of corporate communications and investor relations. The alternative, he said, would be to start the auction process over, with its associated risks and timeframe. “And our board decided it was riskier for our shareholders than accepting the $12.50 offer,” Griffith said. Griffith said he doesn’t know why NASC dropped out. “Neither NASC nor any of its principals are part of the management team at Fillmore,” Griffith stressed. Pearl Senior Care, a Fillmore affiliate, was formed specifically to buy BEI, said Blair Jackson, BEI vice president of corporate communications. Pearl neither owns nor operates any health care facilities, he said. Griffith said BEI has not yet discussed with Fillmore whether it will keep BEI headquarters in Fort Smith or for how long. “But obviously NASC looked at resources here and felt it would make good business sense to keep operations here in Fort Smith. ... One would think the resources would be as valuable to Fillmore,” Griffith said. BEI’s businesses are Beverly Healthcare, Aegis Therapies, AseraCare, Aedon Staffing and Ceres. It employs about 34,000 nationwide. SeniorCare Investor Editor Steve Monroe said the 50 cents a share drop was no surprise as he’d predicted a lower offer in a column three weeks ago — and that the BEI board would have to accept it. However, Monroe said, “The board of Beverly incompetently handled the auction process. They threw out $50 million because they didn’t want to deal with Formation Capital.” Monroe said he thinks it unlikely that, having missed three months’ due diligence, the Formation consortium will make another offer. Griffith said Formation has remained in the mix. “We have been in contact with Formation Capital and other interested parties, and we expect in this next three-week period to accelerate that contact,” Griffith said. NASC had indicated it would keep BEI’s businesses together and keep BEI headquarters in Fort Smith. BEI employs about 600 in Fort Smith. Fillmore has not yet made that commitment. On Sept. 23, BEI said NASC’s investors — real estate investor Ruben Schron of New York and a group of private investors — backed out, citing Arkansas legislative committee hearings called by state Rep. Stephen Bright, R-Maumelle. Bright had said he was concerned BEI’s post-sale corporate structure would hinder state and federal care quality oversight. NASC had intended to incorporate BEI’s nursing facilities as separate limited liability companies — a measure many companies take to protect overall assets should one facility go bankrupt or lose a large-dollar liability lawsuit. BEI operates 345 skilled nursing facilities. Asked what the new buyer and lower price mean from the investors’ perspective, Little Rock-based Stephens Inc. analyst Nancy Weaver said “I think it means ... they’ve gotten an equity piece that makes investors feel the transaction will finally close.” Weaver receives compensation based on BEI’s overall revenue, including investment banking revenue. BEI (NYSE: BEV) closed Monday at $11.87, up 14 cents, and stock volume traded was more than 3.65 million, almost triple the three-month average daily volume. For the past 52 weeks the share price has ranged from a $13.44 high to an $8.33 low. The almost $1.88 billion previous debt commitments arranged by NASC remain in place although NASC is no longer in the picture, Griffith said. Column Financial, the commercial real estate lending arm of banking giant Credit Suisse First Boston, is financing $1.325 billion toward the BEI purchase. CapitalSource, a Chevy Chase, Md.-based company, is financing $375 million. Calls to Formation Capital CEO Arnold Whitman and Fillmore Capital CEO Ron Silva were not returned by deadline for this report. |