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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/17 Genesis Healthcare, Inc. 10-K 12/31/16 117:24M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.57M
2: EX-10.21 Material Contract HTML 121K
3: EX-10.25 Material Contract HTML 66K
4: EX-10.26 Material Contract HTML 258K
5: EX-10.27 Material Contract HTML 261K
6: EX-10.28 Material Contract HTML 256K
7: EX-10.29 Material Contract HTML 255K
8: EX-10.36 Material Contract HTML 461K
9: EX-21 Subsidiaries List HTML 32K
10: EX-23.1 Consent of Experts or Counsel HTML 31K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
13: EX-32 Certification -- §906 - SOA'02 HTML 37K
20: R1 Document and Entity Information HTML 64K
21: R2 Consolidated Balance Sheets HTML 155K
22: R3 Consolidated Balance Sheets (Parentheticals) HTML 57K
23: R4 Consolidated Statements of Operations HTML 139K
24: R5 Consolidated Statements of Comprehensive Loss HTML 45K
25: R6 Consolidated Statements of Stockholders' Equity HTML 97K
(Deficit)
26: R7 Consolidated Statements of Cash Flows HTML 149K
27: R8 General Information HTML 40K
28: R9 Summary of Significant Accounting Policies HTML 81K
29: R10 Certain Significant Risks and Uncertainties HTML 60K
30: R11 Significant Transactions and Events HTML 130K
31: R12 Loss Per Share HTML 197K
32: R13 Segment Information HTML 721K
33: R14 Restricted Cash and Investments in Marketable HTML 188K
Securities
34: R15 Property and Equipment HTML 62K
35: R16 Goodwill and Identifiable Intangible Assets HTML 92K
36: R17 Long-Term Debt HTML 150K
37: R18 Leases and Lease Commitments HTML 77K
38: R19 Financing Obligation HTML 55K
39: R20 Stockholders' Equity (Deficit) HTML 43K
40: R21 Stock-Based Compensation HTML 97K
41: R22 Income Taxes HTML 199K
42: R23 Related Party Transactions HTML 42K
43: R24 Defined Contribution Plan HTML 32K
44: R25 Other Income HTML 48K
45: R26 Asset Impairment Charges HTML 42K
46: R27 Assets Held for Sale and Discontinued Operations HTML 85K
47: R28 Commitments and Contingencies HTML 61K
48: R29 Fair Value of Financial Instruments HTML 232K
49: R30 Quarterly Financial Information HTML 157K
50: R31 Schedule II - Valuation Accounts HTML 70K
51: R32 Summary of Significant Accounting Policies HTML 124K
(Policies)
52: R33 Certain Significant Risks and Uncertainties HTML 51K
(Tables)
53: R34 Significant Transactions and Events (Tables) HTML 95K
54: R35 Loss Per Share (Tables) HTML 197K
55: R36 Segment Information (Tables) HTML 711K
56: R37 Restricted Cash and Investments in Marketable HTML 181K
Securities (Tables)
57: R38 Property and Equipment (Tables) HTML 57K
58: R39 Goodwill and Identifiable Intangible Assets HTML 80K
(Tables)
59: R40 Long-term Debt (Tables) HTML 114K
60: R41 Leases and Lease Commitments (Tables) HTML 63K
61: R42 Financing Obligation (Tables) HTML 53K
62: R43 Stock-Based Compensation (Tables) HTML 91K
63: R44 Income Taxes (Tables) HTML 175K
64: R45 Other Income (Tables) HTML 47K
65: R46 Assets Held for Sale and Discontinued Operations HTML 83K
(Tables)
66: R47 Fair Value of Financial Instruments (Tables) HTML 226K
67: R48 Quarterly Financial Information (Tables) HTML 151K
68: R49 General Information (Details) HTML 46K
69: R50 Summary of Significant Accounting Policies HTML 55K
(Details)
70: R51 Certain Significant Risks and Uncertainties HTML 50K
(Details)
71: R52 Significant Transactions and Events - Acquisitions HTML 192K
(Details)
72: R53 Significant Transactions and Events - Divestitures HTML 117K
(Details)
73: R54 Significant Transactions and Events - Master Lease HTML 78K
(Details)
74: R55 Loss Per Share - Calculation of Basic (Details) HTML 80K
75: R56 Loss Per Share - Calculation of diluted (Details) HTML 87K
76: R57 Loss Per Share - Antidilutive Securities (Details) HTML 78K
77: R58 Segment Information - Segment Reporting (Details) HTML 193K
78: R59 Segment Information - Assets by Segment (Details) HTML 52K
79: R60 Restricted Cash and Investments in Marketable HTML 66K
Securities - Components (Details)
80: R61 Restricted Cash and Investments in Marketable HTML 50K
Securities (Details)
81: R62 Restricted Cash and Investments in Marketable HTML 54K
Securities - Maturities (Details)
82: R63 Property and Equipment (Details) HTML 71K
83: R64 Goodwill and Identifiable Intangible Assets - HTML 52K
Changes in Carrying Value of Goodwill (Details)
84: R65 Goodwill and Identifiable Intangible Assets - HTML 51K
Intangible Assets (Details)
85: R66 Goodwill and Identifiable Intangible Assets HTML 58K
(Details)
86: R67 Long-Term Debt - (Details) HTML 60K
87: R68 Long-Term Debt - Revolving Credit Facilities HTML 116K
(Details)
88: R69 Long-Term Debt - Term Loan Facility and New Term HTML 79K
Loan Agreement (Details)
89: R70 Long-Term Debt - Real Estate Bridge Loans HTML 121K
(Details)
90: R71 Long-Term Debt - HUD Insured Loans (Details) HTML 73K
91: R72 Long-Term Debt - Notes Payable (Details) HTML 62K
92: R73 Long-Term Debt - Other (Details) HTML 41K
93: R74 Long-Term Debt - Debt Covenants (Details) HTML 47K
94: R75 Lease and Lease Commitments - Future minimum HTML 77K
payment tables (Details)
95: R76 Lease and Lease Commitments - Capital Lease Rates HTML 46K
and Deferred Balances (Details)
96: R77 Financing Obligation (Details) HTML 67K
97: R78 Stockholders' Equity (Deficit) (Details) HTML 55K
98: R79 Stock-Based Compensation (Details) HTML 52K
99: R80 Stock-Based Compensation - Nonvested Units HTML 78K
Activity (Details)
100: R81 Income Taxes - Total Tax Provision (Details) HTML 48K
101: R82 Income Taxes - Components of Income Tax Provision HTML 53K
(Details)
102: R83 Income Taxes - Reconciliation of Income Tax HTML 62K
Expense (Details)
103: R84 Income Taxes - Deferred Income Taxes (Details) HTML 65K
104: R85 Income Taxes - Unrecognized Tax Benefits (Details) HTML 58K
105: R86 Related Party Transactions (Details) HTML 98K
106: R87 Defined Contribution Plan (Details) HTML 31K
107: R88 Other Income (Details) HTML 53K
108: R89 Asset Impairment Charges (Details) HTML 38K
109: R90 Assets Held for Sale and Discontinued Operations HTML 121K
(Details)
110: R91 Commitments and Contingencies - Self Insurance HTML 50K
Risks (Details)
111: R92 Commitments and Contingencies - Litigation HTML 56K
(Details)
112: R93 Fair Value of Financial Instruments (Details) HTML 125K
113: R94 Quarterly Financial Information (Details) HTML 81K
114: R95 Schedule II - Valuation Accounts (Details) HTML 41K
116: XML IDEA XML File -- Filing Summary XML 198K
115: EXCEL IDEA Workbook of Financial Reports XLSX 146K
14: EX-101.INS XBRL Instance -- gen-20161231 XML 5.98M
16: EX-101.CAL XBRL Calculations -- gen-20161231_cal XML 332K
17: EX-101.DEF XBRL Definitions -- gen-20161231_def XML 1.26M
18: EX-101.LAB XBRL Labels -- gen-20161231_lab XML 2.30M
19: EX-101.PRE XBRL Presentations -- gen-20161231_pre XML 1.81M
15: EX-101.SCH XBRL Schema -- gen-20161231 XSD 266K
117: ZIP XBRL Zipped Folder -- 0001558370-17-001363-xbrl Zip 354K
| Ex10.25 |
Exhibit 10.25
AMENDMENT NO. 1 TO LOAN AGREEMENT
This Amendment No. 1 to Loan Agreement (this “Agreement”), dated as of December 22, 2016, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“Holdings”, and together with Ultimate Parent, Borrower and Parent, “Amendment Parties”), each of the Lenders (as defined below) party hereto and WELLTOWER INC., as Administrative Agent (in such capacity, and together with its successors and permitted assigns, “Administrative Agent”).
WHEREAS, Amendment Parties, Administrative Agent, Collateral Agent and the financial institutions from time to time party thereto as lenders (the “Lenders”) are parties to that certain Term Loan Agreement, dated as of July 29, 2016 (as it may have been further amended, restated, amended and restated, supplemented or otherwise modified through the date hereof prior to this Agreement, the “Existing Loan Agreement” and as amended hereby and as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which Administrative Agent, Collateral Agent and the Lenders have agreed, among other things, to provide to Borrower certain loans and other financial accommodations in accordance with the terms and conditions set forth therein;
WHEREAS, Amendment Parties have requested that Administrative Agent and the Lenders agree to amend the Existing Loan Agreement to reflect, among other things, restructurings of the Skilled RE Credit Facility and the term loan credit facility incurred pursuant to the Revera Loan Documents; and
WHEREAS, Administrative Agent and the Lenders constituting at least Required Lenders are willing to agree to Amendment Parties’ request for such amendments, subject to and in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, Amendment Parties, Administrative Agent and the Lenders constituting at least Required Lenders each hereby agrees as follows:
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1. Recitals; Definitions. The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used herein (including, without limitation, in the foregoing recitals) and not defined herein shall have the meanings given to such terms in the Loan Agreement and the rules of interpretation set forth in Section 1.2 thereof are incorporated herein mutatis mutandis. |
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2. Amendments to the Existing Loan Agreement. Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 3 below: |
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(a) Section 1.1 of the Existing Loan Agreement is hereby amended by adding the following defined terms, in appropriate alphabetical order: |
“First Amendment Effective Date”: December 22, 2016.
“Skilled RE Credit Agreement (A-1)”: the Amended and Restated Loan Agreement (A-1), dated as of the First Amendment Effective Date between the Skilled RE Borrowers from time to time party thereto, Skilled RE Lender and certain financial institutions from time to time party thereto as lenders, as it may be amended, restated, replaced or otherwise
modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement.
“Skilled RE Credit Agreement (A-2)”: the Amended and Restated Loan Agreement (A-2), dated as of the First Amendment Effective Date, between the Skilled RE Borrowers from time to time party thereto, Skilled RE Lender and certain financial institutions from time to time party thereto as lenders, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement.
“Skilled RE Credit Agreement (Consolidated)”: the Consolidated, Amended and Restated Loan Agreement, dated as of the First Amendment Effective Date, between the Skilled RE Borrowers from time to time party thereto, Skilled RE Lender and certain financial institutions from time to time party thereto as lenders, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement and the Intercreditor Agreement.
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(b) Section 1.1 of the Existing Loan Agreement is hereby amended by restating the definitions of “Intercreditor Agreement”, “Revera Credit Agreement”, “Skilled RE Credit Agreement”, “Skilled RE Credit Facility”, “Skilled RE Lender” and “Skilled RE Loan Documents” in their entirety as follows: |
“Intercreditor Agreement”: the Third Amended and Restated Intercreditor Agreement, dated as of the First Amendment Effective Date, by and among the Administrative Agent, the “Administrative Agent” (as defined in the ABL Credit Agreement) and Skilled RE Lender (in its capacity as a lender under each Skilled RE Credit Agreement) and acknowledged by the Borrower and the other Loan Parties, and along with any joinders made a part thereof from time to time (or any amendment reasonably acceptable to the Administrative Agent and the Borrower).
“Revera Credit Agreement”: the Amended and Restated Loan Agreement (B-1), dated as of the First Amendment Effective Date, between Revera Borrowers, Revera Lender and certain financial institutions from time to time party thereto as lenders, as it may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms of this Agreement.
“Skilled RE Credit Agreement”: collectively, the Skilled RE Credit Agreement (A-1), the Skilled RE Credit Agreement (A-2) and the Skilled RE Credit Agreement (Consolidated).
“Skilled RE Credit Facility”: collectively, the term loan credit facilities incurred pursuant to the Skilled RE Loan Documents.
“Skilled RE Lender”: Welltower Inc., in its capacity as lender under each Skilled RE Credit Agreement, together with its successors and assigns.
“Skilled RE Loan Documents”: collectively, the Loan Documents (as defined in each Skilled RE Credit Agreement).
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(c) Section 7.1(w) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows: |
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“(w)Indebtedness in respect of Real Property Financing Obligations, including but not limited to, Indebtedness of Ultimate Parent and its Subsidiaries in respect of the Skilled RE Loan Documents in an aggregate principal amount not exceeding $251,253,576 at any time outstanding (and any Permitted Refinancing thereof permitted by the Intercreditor Agreement) and the Revera Loan Documents in an aggregate principal amount not exceeding $65,795,700 at any time outstanding (and any Permitted Refinancing thereof);”
(d)Section 7.5(b)(D)(iii) of the Existing Loan Agreement is hereby amended by replacing the words “paragraph (b)” with the words “clause (D)”.
(e)Section 7.9(a)(i) of the Existing Loan Agreement is hereby amended by adding after the words “such Restricted Subsidiary or the Lenders” the following proviso:
“; provided, that this clause (i) shall not prohibit or restrict a Permitted Refinancing of any such Subordinated Indebtedness or unsecured Material Indebtedness,”
(f)Section 8(f) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows:
“(i) the Parent Companies, the Borrower or any of the Restricted Subsidiaries shall fail to pay any principal or interest, regardless of amount, due beyond any grace period in respect of any Material Indebtedness, when and as the same shall become due and payable, (ii) an “Event of Default” (as such term is defined in the ABL Credit Agreement) has occurred under the ABL Credit Agreement, (iii) an “Event of Default” (as such term is defined in the applicable Skilled RE Credit Agreement) has occurred under any Skilled RE Credit Agreement or (iv) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (iv) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness;
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3. Conditions. The effectiveness of this Agreement is subject to the following conditions, each in form and substance satisfactory to Administrative Agent: |
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(a) Administrative Agent shall have received a fully executed copy of this Agreement; |
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(b) Administrative Agent shall have received a fully executed copy of the Intercreditor Agreement; |
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(c) Administrative Agent shall have received fully executed copies of the following documents: (i) each Skilled RE Credit Agreement, (ii) the Revera Credit Agreement and (iii) each note, guaranty, security agreement and other document executed in connection therewith; |
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(d) Loan Parties shall have paid all fees, costs and expenses associated with this Agreement; |
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(e) no Default or Event of Default shall have occurred and be continuing as of the date hereof under this Agreement, the Loan Agreement or any other Loan Document; and |
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(f) Loan Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request. |
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4. Reaffirmation of Loan Documents. By executing and delivering this Agreement, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Agreement, the Notes and the other Loan Documents, as applicable, (ii) agrees that this Agreement shall be a “Loan Document” under the Loan Agreement and (iii) hereby expressly agrees that the Loan Agreement, the Notes and each other Loan Document shall remain in full force and effect. |
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5. Reaffirmation of Grant of Security Interest in Collateral. Each Loan Party hereby expressly reaffirms, ratifies and confirms its obligations under the Guarantee and Collateral Agreement, including its mortgage, grant, pledge and hypothecation to Administrative Agent for the benefit of the Secured Parties, of the Lien on and security interest in, all of its right, title and interest in, all of the Collateral. |
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6. Confirmation of Representations and Warranties; Liens; No Default. Each Loan Party that is party hereto hereby confirms that (i) all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Liens expressly permitted pursuant to Section 7.2 of the Loan Agreement, and (iv) the agreements and obligations of Borrower and each other Loan Party contained in the Loan Documents and in this Agreement constitute the legal, valid and binding obligations of Borrower and each other Loan Party, enforceable against Borrower and each other Loan Party in accordance with their respective terms, except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance, or other similar laws affecting creditors’ rights generally. |
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7. No Other Amendments. Except as expressly set forth in this Agreement, the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Agreement shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Loan Agreement or any other Loan Document. |
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8. Costs and Expenses. The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Agreement shall be governed by Section 10.5 of the Loan Agreement. |
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9. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THE |
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JURISDICTION AND WAIVER OF RIGHT TO TRIAL BY JURY PROVISIONS IN SECTIONS 10.12 AND 10.17 OF THE LOAN AGREEMENT ARE INCORPORATED, MUTATIS MUTANDIS, HEREIN BY REFERENCE. |
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10. Successors/Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. |
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11. Headings. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. |
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12. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or by electronic mail in “portable document format” shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and Administrative Agent. |
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or has caused the same to be executed by its duly authorized representatives as of the date first above written.
GENESIS HEALTHCARE, INC.,
as Ultimate Parent
By:/s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer
FC-GEN OPERATIONS INVESTMENT, LLC,
as Borrower
By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer
GEN OPERATIONS I, LLC,
as Parent
By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer
GEN OPERATIONS II, LLC,
as Holdings
By: /s/ Michael S. Sherman
Name: Michael S. Sherman
Title: Senior Vice President, Secretary and Assistant Treasurer
WELLTOWER INC.,
as Administrative Agent
By:/s/ Justin Skiver
Name: Justin Skiver
Title: Authorized Signatory
HCRI TUCSON PROPERTIES, INC.,
as Lender
By:/s/ Justin Skiver
Name: Justin Skiver
Title: Authorized Signatory
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/6/17 | |||
| For Period end: | 12/31/16 | |||
| 12/22/16 | 8-K, UPLOAD | |||
| 7/29/16 | 424B7, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/21 Genesis Healthcare, Inc. 10-K 12/31/20 144:20M Toppan Merrill Bridge/FA |