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| CIK | 1499686 |
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 AVIV REIT Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| May 1, 2015 |
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 Number: 001-35841 AVIV REIT, INC. (OHI Healthcare Properties Holdco, Inc. as succes |
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| May 1, 2015 |
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 Number: 001-35841 AVIV REIT, INC. (OHI Healthcare Properties Holdco, Inc. as succes |
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| April 10, 2015 |
As filed with the Securities and Exchange Commission on April 10, 2015 As filed with the Securities and Exchange Commission on April 10, 2015 Registration No. |
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| April 10, 2015 |
AVIV REIT POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 As filed with the Securities and Exchange Commission on April 10, 2015 Registration No. |
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| April 7, 2015 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 20, 2015, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 3, 2015 |
OMEGA COMPLETES COMBINATION WITH AVIV REIT EX-99.1 2 d902028dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA COMPLETES COMBINATION WITH AVIV REIT HUNT VALLEY, MD and CHICAGO, IL – (BUSINESS WIRE) – April 1, 2015 – Omega Healthcare Investors, Inc. (NYSE:OHI) and Aviv REIT, Inc. (NYSE:Aviv) announced today the completion of Omega’s acquisition of all of the outstanding shares of Aviv in a stock-for-stock merger, fo |
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| April 3, 2015 |
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): April 1, 2015 AVIV REIT, INC. (OHI Healthcare Properties Holdco, Inc. as successor by merger to Aviv REIT, Inc.) AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Regi |
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| March 30, 2015 |
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 EX-31.7 EXHIBIT 31.7 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Craig M. Bernfield, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Aviv Healthcare Properties Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material |
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| March 30, 2015 |
10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. |
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| March 30, 2015 |
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 EX-31.8 EXHIBIT 31.8 CERTIFICATION PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Mark L. Wetzel, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of Aviv Healthcare Properties Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac |
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| March 27, 2015 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): March 27, 2015 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healthca |
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| March 27, 2015 |
EX-99.1 2 d899685dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE – FOR IMMEDIATE RELEASE AVIV STOCKHOLDERS APPROVE ACQUISITION BY OMEGA HEALTHCARE INVESTORS, INC. CHICAGO – March 27, 2015 – Aviv REIT, Inc. (“Aviv”) (NYSE: AVIV) announced today that at its special meeting held earlier today, its stockholders voted to approve its previously announced merger with and into a wholly owned subsidiary of O |
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| February 26, 2015 |
EX-12.1 EXHIBIT 12.1 AVIV REIT, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) 2014 2013 2012 2011 2010 Earnings: Net income $ 44,874 $ 23,071 $ 8,593 $ 11,313 $ 37,982 Add: Fixed Charges 54,307 45,129 52,035 39,042 23,787 Earnings, as adjusted (A) $ 99,181 $ 68,200 $ 60,628 $ 50,355 $ 61,769 Fixed charges: Interest expensed and capitalized $ 50,825 $ 42,055 |
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| February 26, 2015 |
10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35841 (Aviv REIT, Inc. |
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| February 26, 2015 |
EX-21.1 Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Ann Arbor Class B, L.L.C Arkansas Aviv, L.L.C. Delaware Delaware Arma Yates, L.L.C. Delaware Avery Street Property, L.L.C. Aviv Asset Management, L.L.C. Delaware Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. D |
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| February 26, 2015 |
Exhibit 4.1.8 THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryl |
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| February 26, 2015 |
Exhibit 4.2.3 THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (“AHCC”, together with the Partnership, the “Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryla |
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| February 24, 2015 |
OHI / Omega HealthCare Investors, Inc. 425 - Merger Prospectus - FILED PURSUANT TO RULE 425 FILED BY OMEGA HEALTHCARE INVESTORS, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED UNDER RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FILING BY: OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA”) SUBJECT COMPANY: AVIV REIT, INC. (“AVIV”) COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON FORM S-4: 333-201359 4th QUARTER EARNINGS RELEASE CONFERENCE CALL February 24, 20 |
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| February 24, 2015 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - 425 425 FILED BY AVIV REIT, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AVIV REIT, INC. COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON FORM S-4: 333-201359 On February 24, 2015, Aviv REIT, Inc. hosted a conference call to review its fourth quarter 2014 earnings. The following is a port |
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| February 23, 2015 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - 425 425 FILED BY AVIV REIT, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AVIV REIT, INC. COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON FORM S-4: 333-201359 Fourth Quarter 2014 Results Table of Contents Earnings Release 2-5 Consolidated Statements of Operations 6 Reconciliations of Net |
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| February 23, 2015 |
EX-99.1 Exhibit 99.1 Fourth Quarter 2014 Results Table of Contents Earnings Release 2-5 Consolidated Statements of Operations 6 Reconciliations of Net Income to EBITDA, Adjusted EBITDA, FFO, Normalized FFO and AFFO 7 Consolidated Balance Sheets 8 Consolidated Statements of Cash Flows 9-10 Portfolio Summary 11-13 Investment Activity 14 Debt Summary and Capitalization 15 Common Share and OP Unit Wei |
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| February 23, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 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): February 23, 2015 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv |
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| February 17, 2015 |
AVI / AVIV REIT Inc. / Bernfield Craig M - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Aviv REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05381L 101 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 10, 2015 |
AVI / AVIV REIT Inc. / VANGUARD GROUP INC Passive Investment avivreitinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Aviv REIT Inc Title of Class of Securities: REIT CUSIP Number: 05381L101 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the r |
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| February 3, 2015 |
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): February 3, 2015 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Health |
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| February 3, 2015 |
OHI / Omega HealthCare Investors, Inc. 425 - Merger Prospectus - 425 FILED BY OMEGA HEALTHCARE INVESTORS, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED UNDER RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FILING BY: OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA”) SUBJECT COMPANY: AVIV REIT, INC. (“AVIV”) SEC FILE NO. OF AVIV: 001-35841 PRESS RELEASE – FOR IMMEDIATE RELEASE OMEGA ANNOUNCES SPECIAL MEETING DATE HUNT VALLEY, MARYLAND – |
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| February 3, 2015 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - 425 425 FILED BY AVIV REIT, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AVIV REIT, INC. COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON FORM S-4: 333-201359 Aviv REIT, Inc. (“Aviv” or the “Company”) hereby provides the following table setting forth Aviv management’s estimated ranges for |
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| February 3, 2015 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - 425 425 FILED BY AVIV REIT, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AVIV REIT, INC. COMMISSION FILE NO. FOR REGISTRATION STATEMENT ON FORM S-4: 333-201359 AVIV REIT ANNOUNCES SPECIAL MEETING DATE CHICAGO, February 2, 2015 – Aviv REIT, Inc. (“Aviv”) (NYSE: AVIV) announced today that it |
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| December 23, 2014 |
Exhibit 99.3 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On December 17, 2014, Aviv REIT, Inc. (“Aviv”), through Financing VI Healthcare Property, L.L.C., an indirect wholly-owned subsidiary of Aviv’s operating partnership, Aviv Healthcare Properties Limited Partnership (collectively, the “Company”), acquired 28 properties lo |
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| December 23, 2014 |
Exhibit 99.2 Independent Auditor’s Report The Board of Directors and the Stockholders Aviv REIT, Inc. We have audited the accompanying Historical Statement of Revenue of Certain Properties of Diamond Senior Living, LLC for the year ended December 31, 2013, and the related notes to the financial statement. Management’s Responsibility for the Financial Statement Management is responsible for the pre |
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| December 23, 2014 |
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 17, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healt |
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| December 23, 2014 |
Exhibit 10.1 Loan No. 07-0004582 CREDIT AGREEMENT Dated as of December 17, 2014 among AVIV FINANCING VI, L.L.C., as the Parent Borrower, FINANCING VI HEALTHCARE PROPERTY, L.L.C., as the Property Borrower, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and a Lender, and THE OTHER FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS CREDIT AGREEMENT, as Lenders with GENE |
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| December 23, 2014 |
AVIV REIT ANNOUNCES CLOSING OF $305 MILLION ACQUISITION EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES CLOSING OF $305 MILLION ACQUISITION CHICAGO – December 18, 2014 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) announced today that it acquired 28 properties (plus an office building) for $305 million from Diamond Senior Living, LLC, a subsidiary of General Electric Credit Corporation of Tennessee (itself a subsidiary of General Electric Capital C |
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| November 7, 2014 |
AVI / AVIV REIT Inc. / Omega Healthcare Investors Inc - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Aviv REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05381L 101 (CUSIP Number) Omega Healthcare Investors, Inc. Attn: Robert O. Stephenson 200 International Circle Suite 3500 Hunt Valley, Maryland 21030 W |
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| November 5, 2014 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - FORM 8-K Form 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): October 30, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv H |
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| November 5, 2014 |
AVIV REIT ANNOUNCES $305 MILLION ACQUISITION Exhibit 99.1 AVIV REIT ANNOUNCES $305 MILLION ACQUISITION CHICAGO – November 5, 2014 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) announced today that it entered into a definitive agreement with Diamond Senior Living, LLC, a subsidiary of General Electric Credit Corporation of Tennessee (itself a subsidiary of General Electric Capital Corporation (“GE”)), to acquire 28 properties for $ |
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| November 5, 2014 |
Exhibit 99.1 Execution Version VOTING AGREEMENT AND IRREVOCABLE PROXY by and among OMEGA HEALTHCARE INVESTORS, INC., and LG AVIV L.P., dated as of October 30, 2014 Voting Agreement and Irrevocable Proxy This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of October 30, 2014, is by and between Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”) and LG Aviv L.P., |
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| November 5, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT Dated as of November 5, 2014 by and between FINANCING VI HEALTHCARE PROPERTY, L.L.C., as Buyer and DIAMOND SENIOR LIVING, LLC, as Seller TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II SALE AND PURCHASE OF ASSETS 9 2.1 Agreement to Sell and Purchase 9 2.2 Assumption of Liabilities 10 2.3 Purchase Price 10 2. |
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| November 5, 2014 |
EX-10.2 Exhibit 10.2 [EXECUTION COPY] TRANSITION AGREEMENT This Transition Agreement (“Agreement”) entered into by and between Craig Bernfield (“Employee”) and Aviv REIT, Inc. (“Aviv REIT”), a Maryland corporation, is effective as of October 31, 2014. Recitals A. Omega Healthcare Investors, Inc., a Maryland corporation, (“Omega”), and Aviv REIT, have entered into a merger agreement whereby Aviv RE |
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| November 5, 2014 |
OWNERSHIP LIMIT WAIVER AGREEMENT Exhibit 10.1 Execution Version OWNERSHIP LIMIT WAIVER AGREEMENT This OWNERSHIP LIMIT WAIVER AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2014 by and between Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and LG Aviv L.P., a Delaware limited partnership (“Lindsay Goldberg”). RECITALS A. The Company has elected to be taxed as a real estate invest |
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| November 5, 2014 |
AVIV REIT ANNOUNCES $305 MILLION ACQUISITION EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES $305 MILLION ACQUISITION CHICAGO – November 5, 2014 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) announced today that it entered into a definitive agreement with Diamond Senior Living, LLC, a subsidiary of General Electric Credit Corporation of Tennessee (itself a subsidiary of General Electric Capital Corporation (“GE”)), to acquire 28 properti |
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| November 5, 2014 |
EX-99.1 Exhibit 99.1 Execution Version VOTING AGREEMENT AND IRREVOCABLE PROXY by and among OMEGA HEALTHCARE INVESTORS, INC., and LG AVIV L.P., dated as of October 30, 2014 Voting Agreement and Irrevocable Proxy This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of October 30, 2014, is by and between Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”) and LG Av |
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| November 5, 2014 |
EX-2.1 Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT Dated as of November 5, 2014 by and between FINANCING VI HEALTHCARE PROPERTY, L.L.C., as Buyer and DIAMOND SENIOR LIVING, LLC, as Seller TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS 1 1.1 Defined Terms 1 ARTICLE II SALE AND PURCHASE OF ASSETS 9 2.1 Agreement to Sell and Purchase 9 2.2 Assumption of Liabilities 10 2.3 Purchase Price 10 2. |
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| November 5, 2014 |
EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, L.P., AVIV REIT, INC. and AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP dated as of October 30, 2014 TABLE OF CONTENTS Page ARTICLE I AGREEMENT – THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 Closin |
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| November 5, 2014 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - FORM 8-K 425 1 d817810d8k.htm FORM 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, 2014 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-173824-103 27-3200673 (State or Other Jurisdiction of In |
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| November 5, 2014 |
8-K 1 d814548d8k.htm FORM 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): October 30, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, I |
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| November 5, 2014 |
FORM 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, 2014 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-173824-103 27-3200673 (State or Other Jurisdiction of Incorporation) (Commiss |
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| November 5, 2014 |
EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Aviv REIT, Inc., the parent company of the Company (“Aviv REIT”) and Steven J. Insoft (the “Executive”) is to be effective as of the execution date of the Merger Agreement (as defined below) (the “Effective Date”). This Ag |
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| November 5, 2014 |
OHI / Omega HealthCare Investors, Inc. 425 - Merger Prospectus - FORM 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): October 30, 2014 OMEGA HEALTHCARE INVESTORS, INC. (Exact name of registrant as specified in charter) Maryland 1-11316 38-3041398 (State of incorporation) (Commission File Number) (IRS |
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| November 5, 2014 |
EX-2.1 2 d814548dex21.htm EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, L.P., AVIV REIT, INC. and AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP dated as of October 30, 2014 TABLE OF CONTENTS Page ARTICLE I AGREEMENT – THE MERGER 3 Section 1.1 The M |
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| November 5, 2014 |
EX-99.1 5 d814548dex991.htm EX-99.1 Exhibit 99.1 Execution Version VOTING AGREEMENT AND IRREVOCABLE PROXY by and among OMEGA HEALTHCARE INVESTORS, INC., and LG AVIV L.P., dated as of October 30, 2014 Voting Agreement and Irrevocable Proxy This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of October 30, 2014, is by and between Omega Healthcare Investors, Inc., a Maryland corp |
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| November 5, 2014 |
EX-10.2 4 d814548dex102.htm EX-10.2 Exhibit 10.2 [EXECUTION COPY] TRANSITION AGREEMENT This Transition Agreement (“Agreement”) entered into by and between Craig Bernfield (“Employee”) and Aviv REIT, Inc. (“Aviv REIT”), a Maryland corporation, is effective as of October 31, 2014. Recitals A. Omega Healthcare Investors, Inc., a Maryland corporation, (“Omega”), and Aviv REIT, have entered into a merg |
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| November 5, 2014 |
EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Aviv REIT, Inc., the parent company of the Company (“Aviv REIT”) and Steven J. Insoft (the “Executive”) is to be effective as of the execution date of the Merger Agreement (as defined below) (the “Effective Date”). This Ag |
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| November 5, 2014 |
Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, L.P., AVIV REIT, INC. and AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP dated as of October 30, 2014 TABLE OF CONTENTS Page ARTICLE I AGREEMENT – THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Sec |
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| October 31, 2014 |
SUBSIDIARY GUARANTOR JOINDER AGREEMENT EXHIBIT 10.1 SUBSIDIARY GUARANTOR JOINDER AGREEMENT THIS SUBSIDIARY GUARANTOR JOINDER AGREEMENT (this ?Agreement?), dated as of September 29, 2014, is by and between WASHINGTON IDAHO PROPERTY, L.L.C. a Delaware limited liability company (the ?Subsidiary?), and BANK OF AMERICA, N. A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, restat |
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| October 31, 2014 |
1 AVIV REIT REPORTS THIRD QUARTER 2014 RESULTS $403 MILLION OF ACQUISITIONS YEAR-TO-DATE EX-99.1 Exhibit 99.1 Third Quarter 2014 Results Table of Contents Earnings Release 1-5 Consolidated Statements of Operations 6 Reconciliations of Net Income to EBITDA, Adjusted EBITDA, FFO, Normalized FFO and AFFO 7 Consolidated Balance Sheets 8 Consolidated Statements of Cash Flows 9-10 Portfolio Summary 11-13 Investment Activity 14 Debt Summary and Capitalization 15 Common Share and OP Unit Weig |
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| October 31, 2014 |
OHI / Omega HealthCare Investors, Inc. 425 - Merger Prospectus - FILED PURSUANT TO RULE 425 FILED BY OMEGA HEALTHCARE INVESTORS, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED UNDER RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FILING BY: OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA”) SUBJECT COMPANY: AVIV REIT, INC. (“AVIV”) SEC FILE NO. OF AVIV: 001-35841 Omega Healthcare Investors, Inc. Omega Aviv Merger October 31, 2014, at 8:30 AM Eastern CORPORATE P |
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| October 31, 2014 |
EX-99.1 Exhibit 99.1 Contact for Omega: Bob Stephenson Chief Financial Officer (410) 427-1700 Contact for Aviv: Craig Bernfield Chairman and Chief Executive Officer (312) 855-0930 FOR IMMEDIATE RELEASE OMEGA HEALTHCARE INVESTORS AND AVIV REIT TO MERGE CREATING PREMIER $10Bn SKILLED NURSING FACILITY REIT Combined Company to Have 874 Properties Across 41 States and 83 Operator Relationships Brings T |
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| October 31, 2014 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - 425 425 FILED BY AVIV REIT, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AVIV REIT, INC. COMMISSION FILE NO. 001-35841 Cautionary Language Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1 |
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| October 31, 2014 |
OHI / Omega HealthCare Investors, Inc. 425 - Merger Prospectus - FILED PURSUANT TO RULE 425 FILED BY OMEGA HEALTHCARE INVESTORS, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED UNDER RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FILING BY: OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA”) SUBJECT COMPANY: AVIV REIT, INC. (“AVIV”) SEC FILE NO. OF AVIV: 001-35841 October 31, 2014 The Premier Skilled Nursing Facility REIT 2 Cautionary Language Regarding Forward- |
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| October 31, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 31, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Health |
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| October 31, 2014 |
The Premier Skilled Nursing Facility REIT EX-99.2 Exhibit 99.2 The Premier Skilled Nursing Facility REIT October 31, 2014 Cautionary Language Regarding Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Omega Healthcare Investors, Inc. (“Omeg |
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| October 31, 2014 |
EXHIBIT 4.1 THIS SEVENTH SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the ?Partnership?), and Aviv Healthcare Capital Corporation, a Delaware corporation (?AHCC?, together with the Partnership, the ?Issuers? and each, an ?Issuer?), Aviv REIT, Inc., a Maryl |
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| October 31, 2014 |
EXHIBIT 4.2 THIS SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of September 30, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the ?Partnership?), and Aviv Healthcare Capital Corporation, a Delaware corporation (?AHCC?, together with the Partnership, the ?Issuers? and each, an ?Issuer?), Aviv REIT, Inc., a Maryla |
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| October 31, 2014 |
SUBSIDIARY GUARANTOR JOINDER AGREEMENT EXHIBIT 10.2 SUBSIDIARY GUARANTOR JOINDER AGREEMENT THIS SUBSIDIARY GUARANTOR JOINDER AGREEMENT (this ?Agreement?), dated as of September 29, 2014, is by and between ST. JOSEPH MISSOURI PROPERTY, L.L.C. a Delaware limited liability company (the ?Subsidiary?), and BANK OF AMERICA, N. A., in its capacity as Administrative Agent under that certain Credit Agreement (as it may be amended, modified, res |
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| October 31, 2014 |
OHI / Omega HealthCare Investors, Inc. 425 - Merger Prospectus - FILED PURSUANT TO RULE 425 FILED BY OMEGA HEALTHCARE INVESTORS, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED UNDER RULE 14A-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FILING BY: OMEGA HEALTHCARE INVESTORS, INC. (“OMEGA”) SUBJECT COMPANY: AVIV REIT, INC. (“AVIV”) SEC FILE NO. OF AVIV: 001-35841 Contact for Omega: Bob Stephenson Chief Financial Officer (410) 427-1700 Contact for Aviv: Craig Be |
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| October 31, 2014 |
AVI / AVIV REIT Inc. 425 - Merger Prospectus - 425 425 FILED BY AVIV REIT, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: AVIV REIT, INC. COMMISSION FILE NO. 001-35841 Contact for Omega: Bob Stephenson Chief Financial Officer (410) 427-1700 Contact for Aviv: Craig Bernfield Chairman and Chief Executive Officer (312) 855-0930 FOR IMMEDIAT |
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| October 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-173824-103 (Aviv REIT, Inc. |
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| October 31, 2014 |
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): October 31, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Health |
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| September 25, 2014 |
Submission of Matters to a Vote of Security Holders 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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 27, 2014 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (C |
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| August 5, 2014 |
Exhibit 99.1 Second Quarter 2014 Results Table of Contents Earnings Release 1-4 Consolidated Statements of Operations 5 Reconciliations of Net Income to EBITDA, Adjusted EBITDA, FFO, Normalized FFO and AFFO 6 Consolidated Balance Sheets 7 Consolidated Statements of Cash Flows 8-9 Portfolio Summary 10-12 Investment Activity 13 Debt Summary and Capitalization 14 Common Share and OP Unit Weighted Ave |
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| August 5, 2014 |
Form 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): August 5, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Hea |
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| August 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-173824-103 (Aviv REIT, Inc. |
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| May 30, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 1 d734983d8k.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 27, 2014 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) ( |
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| May 29, 2014 |
CORRESP May 29, 2014 VIA EDGAR Mr. Tom Kluck Legal Branch Chief Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 RE: Aviv REIT, Inc. Annual Report on Form 10-K Filed February 20, 2014 File No. 001-35841 Aviv Healthcare Properties, L.P. Annual Report on Form 10-K Filed February 20, 2014 File No. 333-173824 Dear Mr. Kluck: We have reviewed your letter dated M |
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| May 16, 2014 |
EX-4.2 Exhibit 4.2 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent” |
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| May 16, 2014 |
EX-4.1 Exhibit 4.1 THIS SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2014, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent” |
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| May 16, 2014 |
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 14, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healthcare |
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| May 16, 2014 |
EX-10.1 Exhibit 10.1 Published CUSIP Number: 05381DAA7 CREDIT AGREEMENT Dated as of May 14, 2014 among AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP as Parent Borrower, AVIV HEALTHCARE CAPITAL CORPORATION as Subsidiary Borrower, AVIV REIT, INC., as REIT Guarantor, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C |
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| May 8, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healthcare |
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| May 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-173824-103 (Aviv REIT, Inc. |
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| May 8, 2014 |
Exhibit 99.1 First Quarter 2014 Results Table of Contents Earnings Release 1-3 Consolidated Statements of Operations 4 Reconciliations of Net Income to EBITDA, Adjusted EBITDA, FFO, Normalized FFO and AFFO 5 Consolidated Balance Sheets 6 Consolidated Statements of Cash Flows 7-8 Portfolio Summary 9-11 Investment Activity 12 Debt Summary and Capitalization 13 Common Share and OP Unit Weighted Avera |
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| April 15, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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| April 15, 2014 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 11, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 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): April 9, 2014 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| April 11, 2014 |
8,000,000 Shares AVIV REIT, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT EX-1.1 2 d709265dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION 8,000,000 Shares AVIV REIT, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT April 9, 2014 April 9, 2014 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Aviv REIT, Inc., a Marylan |
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| April 10, 2014 |
8,000,000 Shares Aviv REIT, Inc. COMMON STOCK 424B5 1 d705863d424b5.htm 424B5 Table of Contents File Pursuant to Rule 424(b)(5) Registration No. 333-192681 PROSPECTUS SUPPLEMENT (To Prospectus dated January 28, 2014) 8,000,000 Shares Aviv REIT, Inc. COMMON STOCK We are offering 8,000,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “AVIV.” The last reported sale price of our common sto |
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| April 8, 2014 |
8,000,000 Shares Aviv REIT, Inc. COMMON STOCK 424B5 Table of Contents File Pursuant to Rule 424(b)(5) Registration No. 333-192681 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. Neither this prospectus supplement nor the accompanying prospectus is an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where |
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| February 20, 2014 |
EX-12.1 EXHIBIT 12.1 AVIV REIT, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) 2013 2012 2011 2010 2009 Earnings: Net income $ 23,071 $ 8,593 $ 11,313 $ 37,982 $ 33,681 Add: Fixed Charges 45,129 52,035 39,042 23,787 27,373 Earnings, as adjusted (A) $ 68,200 $ 60,628 $ 50,355 $ 61,769 $ 61,054 Fixed charges: Interest expensed and capitalized $ 42,055 $ 48,907 |
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| February 20, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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): February 20, 2014 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv |
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| February 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-173824-103 (Aviv REIT, Inc. |
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| February 20, 2014 |
Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Arkansas Aviv, L.L.C. Delaware Arma Yates, L.L.C. Delaware Aviv Asset Management, L.L.C. Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. Delaware Aviv Financing III, L.L.C. Delaware Aviv Financing IV, L.L.C. Delaware Av |
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| February 20, 2014 |
AVIV REIT REPORTS FOURTH QUARTER 2013 RESULTS 2014 AFFO PER SHARE EXPECTED TO INCREASE 13% EX-99.1 Exhibit 99.1 Fourth Quarter 2013 Results Table of Contents Earnings Release 1-2 Consolidated Statements of Operations and Comprehensive Income 3 Reconciliations of Net Income to EBITDA, Adjusted EBITDA, FFO, Normalized FFO and AFFO 4 Consolidated Balance Sheets 5 Consolidated Statements of Cash Flows 6-7 Portfolio Summary 8-10 Investment Activity 11 Debt Summary and Capitalization 12 Commo |
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| February 20, 2014 |
EXHIBIT 1 The undersigned (the “Filing Persons”), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as required by Rule 13d-1 and Rule 13d-2 promulgated under the Exchange Act, and hereby agree that this agreement be included as an Exhibit to such joint filing. |
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| February 20, 2014 |
AVI / AVIV REIT Inc. / GOLDBERG ALAN E Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Aviv REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05381L 101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 14, 2014 |
AVI / AVIV REIT Inc. / Bernfield Craig M - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Aviv REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05381L 101 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| January 30, 2014 |
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): January 24, 2014 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| January 29, 2014 |
424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-192681 PROSPECTUS $1,000,000,000 Aviv REIT, Inc. COMMON STOCK, PREFERRED STOCK, WARRANTS, RIGHTS AND UNITS Aviv Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation DEBT SECURITIES Guarantees of Debt Securities by Aviv REIT, Inc. and the Subsidiary Guarantors 5,450,576 Shares Aviv REIT, Inc. |
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| January 24, 2014 |
CORRESP 1 filename1.htm Aviv REIT, Inc. 303 West Madison Street, Suite 2400 Chicago, IL 60606 January 24, 2014 VIA EDGAR & FACSIMILE Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Tom Kluck Re: Aviv REIT, Inc. Registration Statement on Form S-3 (Registration No. 333-192681) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, |
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| January 7, 2014 |
Table of Contents As filed with the Securities and Exchange Commission on January 7, 2014 Registration No. |
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| January 7, 2014 |
Form T-1 Statement of Eligibility of the Trustee under Subordinated Indenture Exhibit 25. |
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| January 7, 2014 |
EX-4.5 3 d635609dex45.htm FORM OF INDENTURE FOR SUBORDINATED DEBT SECURITIES Exhibit 4.5 AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP and AVIV HEALTHCARE CAPITAL CORPORATION, as Issuers, AVIV REIT, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], 201[ ] Subordinated Debt S |
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| January 7, 2014 |
Form of Indenture for Senior Debt Securities Exhibit 4.4 AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP and AVIV HEALTHCARE CAPITAL CORPORATION, as Issuers, AVIV REIT, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], 201[ ] Senior Debt Securities CROSS-REFERENCE TABLE Trust |
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| January 7, 2014 |
CORRESP SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D. |
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| January 7, 2014 |
Form T-1 Statement of Eligibility of the Trustee under Senior Indenture Exhibit 25. |
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| January 7, 2014 |
[Letterhead of Jones & Smith Law Firm, LLC] January 7, 2014 Opinion of Jones & Smith Law Firm, LLC Exhibit 5.3 [Letterhead of Jones & Smith Law Firm, LLC] January 7, 2014 Aviv REIT, Inc. Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation 303 West Madison Street, Suite 2400 Chicago, Illinois 60606 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We refer to the Registration Statement on Form S-3, File Number 333-1 |
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| December 17, 2013 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-192013 PROSPECTUS $250,000,000 Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation Exchange Offer for 6% Senior Notes due 2021 On October 16, 2013, Aviv Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation (the “Issuers”) issued $250.0 million in aggregate princ |
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| December 12, 2013 |
SEPARATION AGREEMENT AND RELEASE EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE I understand that my employment with Aviv Asset Management, L.L.C. (the “Company”) terminated effective November 8, 2013 (the “Separation Date”). The Company has agreed that if I choose to sign this Separation Agreement and Release (“Release”), the Company will extend to me a special separation benefit, including: (i) severance payments (less s |
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| December 12, 2013 |
8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 6, 2013 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporati |
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| December 6, 2013 |
FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on December 6, 2013 Registration No. |
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| December 6, 2013 |
Statement Regarding Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 AVIV REIT, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, Nine Months Ended September 30, 2013 2008 2009 2010 2011 2012 Earnings: Net income $ 16,874,193 $ 33,680,631 $ 37,982,720 $ 11,313,124 $ 8,593,429 $ 12,031,159 Add: Fixed Charges 26,869,721 27,373,757 23,787,96 |
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| December 6, 2013 |
SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D. |
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| December 3, 2013 |
Statement Regarding Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 AVIV REIT, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, Nine Months Ended September 30, 2008 2009 2010 2011 2012 2013 Earnings: Net income $ 16,874,193 $ 33,680,631 $ 37,982,720 $ 11,313,124 $ 8,593,429 $ 12,031,159 Add: Fixed Charges 26,869,721 27,373,757 23,787,96 |
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| December 3, 2013 |
Amendment No. 1 to Form S-4 Table of Contents As filed with the Securities and Exchange Commission on December 3, 2013 Registration No. 333-192013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO.1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation (Exact name of re |
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| December 3, 2013 |
[LETTERHEAD OF JONES & SMITH LAW FIRM, LLC] December 3, 2013 Opinion of Jones & Smith Law Firm, LLC Exhibit 5.3 [LETTERHEAD OF JONES & SMITH LAW FIRM, LLC] December 3, 2013 Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation 303 West Madison Street, Suite 2400 Chicago, Illinois 60606 Re: Aviv Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation, Exhibit 5 Opinion for New Mexico Guarantors to Form S |
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| November 12, 2013 |
AVIV REIT ANNOUNCES HIRING OF MARK L. WETZEL AS CHIEF FINANCIAL OFFICER AND TREASURER EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES HIRING OF MARK L. WETZEL AS CHIEF FINANCIAL OFFICER AND TREASURER CHICAGO – November 11, 2013 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) announced today that it has hired Mark L. Wetzel as Chief Financial Officer and Treasurer of the Company. Mr. Wetzel replaces James H. Lyman, the Company’s previous Chief Financial Officer and Treasurer. “We |
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| November 12, 2013 |
Appendix I Outline of Responsibilities Appendix I Outline of Responsibilities EX-10.1 Exhibit 10.1 November 8, 2013 Private and Confidential Mr. Mark Wetzel 1231 Ingleside Avenue McLean, VA 22101 Re: Employment as Chief Financial Officer and Treasurer Dear Mark: On behalf of Aviv REIT, Inc., I am pleased to extend to you this offer of full time employment for the above referenced position under the below listed general terms and conditions. If you are in agreement with thes |
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| November 12, 2013 |
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 11, 2013 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| November 7, 2013 |
Presentation of Supplemental Information EX-99.2 Exhibit 99.2 Presentation of Supplemental Information The information in this supplement should be read in conjunction with Aviv’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with the Securities and Exchange Commission (“SEC”). You may access these filings on Aviv’s website, www.avivreit.com, or on the SEC’s website, w |
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| November 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 7, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Health |
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| November 7, 2013 |
AVIV REIT ANNOUNCES THIRD QUARTER 2013 EARNINGS RESULTS EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES THIRD QUARTER 2013 EARNINGS RESULTS CHICAGO – November 7, 2013 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) released its earnings for the third quarter ended September 30, 2013. Recent Highlights • $250 million of 6% Senior Notes due 2021 issued in October • $12.5 million of acquisitions closed during the third quarter, at an initial cash yield |
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| October 31, 2013 |
CERTIFICATE OF FORMATION SEGUIN TEXAS PROPERTY, L.L.C. EX-3.294 Exhibit 3.294 CERTIFICATE OF FORMATION OF SEGUIN TEXAS PROPERTY, L.L.C. This Certificate of Formation of Seguin Texas Property, L.L.C. (the “LLC”) dated September 25, 2012, is being duly executed and filed by Samuel H. Kovitz, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) FIRST. The name of the limi |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS EX-3.304 Exhibit 3.304 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of March 26, 2013, but effective immediately following the consummation of the Release (as defined below), by Aviv Financing I, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing IV, L.L.C., a Delaware limited |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST EX-3.303 Exhibit 3.303 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST This Assignment of Limited Liability Company Interest (this “Assignment”) is entered into effective as of November 30, 2012, by Aviv Financing II, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor owns all of th |
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| October 31, 2013 |
EX-99.2 Exhibit 99.2 AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) 17. Condensed Consolidating Information The REIT and certain of the Partnership’s direct and indirect wholly owned subsidiaries (the Unencumbered Subsidiary Guarantors and Encumbered Subsidiary Guarantors) fully and unconditionally guaranteed, on a joint and s |
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| October 31, 2013 |
EX-99.3 Exhibit 99.3 AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP AVIV HEALTHCARE CAPITAL CORPORATION Offer to Exchange $250,000,000 6% Senior Notes due 2021, the issuance of which has been registered under the Securities Act of 1933, as amended, for any and all outstanding and unregistered 6% Senior Notes due 2021 Pursuant to the Prospectus dated November [—], 2013 THE EXCHANGE OFFER WILL EXPIR |
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| October 31, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT MOUNT WASHINGTON PROPERTY, L.L.C. EX-3.293 Exhibit 3.293 LIMITED LIABILITY COMPANY AGREEMENT OF MOUNT WASHINGTON PROPERTY, L.L.C. This Limited Liability Company Agreement (this “Agreement”) of MOUNT WASHINGTON PROPERTY, L.L.C., dated and effective as of April 10, 2012, is entered into by AVIV FINANCING V, L.L.C., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms a limited liability company |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST EX-3.300 Exhibit 3.300 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST This Assignment of Limited Liability Company Interest (this “Assignment”) is executed as of September 25, 2012, but effective immediately following the closing of the Release, by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing II, L.L.C., a Delaware limited liability company (“As |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST EX-3.301 15 d613766dex3301.htm EX-3.301 Exhibit 3.301 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST This Assignment of Limited Liability Company Interest (this “Assignment”) is executed as of September 25, 2012, but effective immediately prior to the closing of the Acquisition Joinder (as defined below), by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Fi |
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| October 31, 2013 |
CERTIFICATE OF FORMATION STEVENS AVENUE PROPERTY, L.L.C. EX-3.296 Exhibit 3.296 CERTIFICATE OF FORMATION OF STEVENS AVENUE PROPERTY, L.L.C. This Certificate of Formation of Stevens Avenue Property, L.L.C. (the “LLC”) dated May 15, 2012, is being duly executed and filed by Samuel H. Kovitz, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) FIRST. The name of the limite |
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| October 31, 2013 |
CERTIFICATE OF FORMATION FLORIDA FOUR PROPERTIES, L.L.C. EX-3.288 Exhibit 3.288 CERTIFICATE OF FORMATION OF FLORIDA FOUR PROPERTIES, L.L.C. This Certificate of Formation of Florida Four Properties, L.L.C. (the “LLC”) dated September 25, 2012, is being duly executed and filed by Samuel H. Kovitz, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) FIRST. The name of the |
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| October 31, 2013 |
EX-25.1 Exhibit 25.1 UNITED STATES 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) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char |
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| October 31, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT STEVENS AVENUE PROPERTY, L.L.C. EX-3.297 Exhibit 3.297 LIMITED LIABILITY COMPANY AGREEMENT OF STEVENS AVENUE PROPERTY, L.L.C. This Limited Liability Company Agreement (this “Agreement”) of STEVENS AVENUE PROPERTY, L.L.C., dated and effective as of May 15, 2012, is entered into by AVIV FINANCING V, L.L.C., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms a limited liability company pursu |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS EX-3.298 Exhibit 3.298 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of June 14, 2012, but effective immediately following the consummation of the Release (as defined below), by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing I, L.L.C., a Delaware limited li |
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| October 31, 2013 |
EX-99.2 Exhibit 99.2 AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP AVIV HEALTHCARE CAPITAL CORPORATION Offer to Exchange $250,000,000 6% Senior Notes due 2021, the issuance of which has been registered under the Securities Act of 1933, as amended, for any and all outstanding and unregistered 6% Senior Notes due 2021 Pursuant to the Prospectus dated November [—], 2013 THE EXCHANGE OFFER WILL EXPIR |
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| October 31, 2013 |
List of Subsidiaries of Aviv REIT, Inc. Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Arkansas Aviv, L.L.C. Delaware Arma Yates, L.L.C. Delaware Aviv Asset Management, L.L.C. Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. Delaware Aviv Financing III, L.L.C. Delawa |
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| October 31, 2013 |
CERTIFICATE OF FORMATION MOUNT WASHINGTON PROPERTY, L.L.C. EX-3.292 Exhibit 3.292 CERTIFICATE OF FORMATION OF MOUNT WASHINGTON PROPERTY, L.L.C. This Certificate of Formation of Mount Washington Property, L.L.C. (the “LLC”) dated April 10, 2012, is being duly executed and filed by Samuel H. Kovitz, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) FIRST. The name of the |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS EX-3.305 Exhibit 3.305 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of March 26, 2013, but effective immediately prior to the consummation of the New Facility (as defined below), by Aviv Financing II, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing IV, L.L.C., a Delaware lim |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS EX-3.306 Exhibit 3.306 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of March 26, 2013, but effective immediately following the consummation of the Release (as defined below), by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing IV, L.L.C., a Delaware limited |
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| October 31, 2013 |
EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL Relating to AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP AVIV HEALTHCARE CAPITAL CORPORATION Offer to Exchange $250,000,000 6% Senior Notes due 2021, the issuance of which has been registered under the Securities Act of 1933, as amended, for any and all outstanding and unregistered 6% Senior Notes due 2021 Pursuant to the Prospectus dated November [—], |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS EX-3.302 Exhibit 3.302 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS This Assignment of Limited Liability Company Interests (this “Assignment”) is executed and effective as of November 1, 2012, by Aviv Financing I, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing II, L.L.C., a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor owns all of t |
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| October 31, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT SEGUIN TEXAS PROPERTY, L.L.C. EX-3.295 9 d613766dex3295.htm EX-3.295 Exhibit 3.295 LIMITED LIABILITY COMPANY AGREEMENT OF SEGUIN TEXAS PROPERTY, L.L.C. This Limited Liability Company Agreement (this “Agreement”) of SEGUIN TEXAS PROPERTY, L.L.C., dated and effective as of September 25, 2012, is entered into by AVIV FINANCING II, L.L.C., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms |
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| October 31, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT GLENDALE NH PROPERTY, L.L.C. EX-3.291 Exhibit 3.291 LIMITED LIABILITY COMPANY AGREEMENT OF GLENDALE NH PROPERTY, L.L.C. This Limited Liability Company Agreement (this “Agreement”) of GLENDALE NH PROPERTY, L.L.C., dated and effective as of June 14, 2012, is entered into by AVIV FINANCING II, L.L.C., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms a limited liability company pursuant |
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| October 31, 2013 |
LIMITED LIABILITY COMPANY AGREEMENT FLORIDA FOUR PROPERTIES, L.L.C. EX-3.289 Exhibit 3.289 LIMITED LIABILITY COMPANY AGREEMENT OF FLORIDA FOUR PROPERTIES, L.L.C. This Limited Liability Company Agreement (this “Agreement”) of FLORIDA FOUR PROPERTIES, L.L.C., dated and effective as of September 25, 2012, is entered into by AVIV FINANCING II, L.L.C., as the sole member (the “Member”). The Member, by execution of this Agreement, hereby forms a limited liability compan |
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| October 31, 2013 |
CERTIFICATE OF FORMATION GLENDALE NH PROPERTY, L.L.C. EX-3.290 Exhibit 3.290 CERTIFICATE OF FORMATION OF GLENDALE NH PROPERTY, L.L.C. This Certificate of Formation of Glendale NH Property, L.L.C. (the “LLC”) dated June 15, 2012, is being duly executed and filed by Samuel H. Kovitz, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) FIRST. The name of the limited lia |
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| October 31, 2013 |
Financial Statements and Exhibits, Other Events Form 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): October 31, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv H |
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| October 31, 2013 |
Statement Regarding Computation of Ratio of Earnings to Fixed Charges EXHIBIT 12.1 AVIV REIT, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, Six Months Ended June 30, 2008 2009 2010 2011 2012 2013 Earnings: Net income $ 16,874,193 $ 33,680,631 $ 37,982,720 $ 11,313,124 $ 8,593,429 $ 1,964,231 Add: Fixed Charges 26,869,721 27,373,757 23,787,960 39,30 |
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| October 31, 2013 |
ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS EX-3.299 Exhibit 3.299 ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS This Assignment of Limited Liability Company Interests (this “Assignment”) is executed as of June 19, 2012, by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing II, L.L.C., a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor owns all of the issued and out |
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| October 31, 2013 |
FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on October 31, 2013 Registration No. |
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| October 31, 2013 |
EX-99.1 Exhibit 99.1 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The information presented herein includes forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, intentions, plans, |
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| October 16, 2013 |
EX-4.1 EX 4.1 EXECUTION COPY AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP and AVIV HEALTHCARE CAPITAL CORPORATION, as Issuers, AVIV REIT, INC., as Parent and a Guarantor, the other GUARANTORS named herein, as Guarantors, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of October 16, 2013 6% Senior Notes due 2021 CROSS-REFERENCE TABLE Trust Indenture Act Section |
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| October 16, 2013 |
EX-4.2 EX 4.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT by and among Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation Aviv REIT, Inc. and the other Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Representative of the several Initial Purchasers Dated as of October 16, 2013 REGISTRATION RIGHTS AGREEMENT This Registration Rig |
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| October 16, 2013 |
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): October 16, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Health |
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| October 10, 2013 |
AVIV REIT ANNOUNCES $250 MILLION SENIOR NOTES OFFERING EX-99.2 3 d611255dex992.htm EX-99.2 Exhibit 99.2 AVIV REIT ANNOUNCES $250 MILLION SENIOR NOTES OFFERING CHICAGO – October 10, 2013 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) announced today that its majority-owned subsidiaries Aviv Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation (the “Issuers”) intend to offer $250 million aggregate principal amount |
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| October 10, 2013 |
EX-99.1 2 d611255dex991.htm EX-99.1 Exhibit 99.1 Recent Developments In September 2013 we transitioned 15 of our skilled nursing facilities, or SNFs, in Missouri, representing 5.9% of our contractual rent as of June 30, 2013, that had been operated by Benchmark to new operators. Eleven of these properties are now triple-net leased to Fundamental, a new operator relationship for us which now operat |
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| October 10, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 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): October 10, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv H |
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| August 8, 2013 |
AVIV REIT ANNOUNCES SECOND QUARTER 2013 EARNINGS RESULTS EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES SECOND QUARTER 2013 EARNINGS RESULTS CHICAGO – August 8, 2013 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) released its earnings for the second quarter ended June 30, 2013. Recent Highlights • AFFO of $21.1 million, or $0.41 per diluted share; net income of $13.4 million, or $0.26 per diluted share • Adjusted EBITDA of $31.5 million • Invested $ |
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| August 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| August 8, 2013 |
Presentation of Supplemental Information EX-99.2 Exhibit 99.2 Presentation of Supplemental Information The information in this supplement should be read in conjunction with Aviv’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with the Securities and Exchange Commission (“SEC”). You may access these filings on Aviv’s website, www.avivreit.com, or on the SEC’s website, w |
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| August 8, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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): August 8, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Hea |
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| July 15, 2013 |
Form 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): July 11, 2013 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 15, 2013 |
EX-10.2 Exhibit 10.2 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ — ] (the “Holder”) as of [ — ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ — |
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| July 15, 2013 |
AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.1 Exhibit 10.1 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ — ] (the “Holder”) as of [ — ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ — |
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| May 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| May 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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 7, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Health |
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| May 7, 2013 |
AVIV REIT ANNOUNCES FIRST QUARTER 2013 EARNINGS RESULTS EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES FIRST QUARTER 2013 EARNINGS RESULTS CHICAGO – May 7, 2013 – Aviv REIT, Inc. (“Aviv” or the “Company”) (NYSE: AVIV) released its earnings for the first quarter ended March 31, 2013. Recent Highlights • AFFO of $15.6 million, or $0.45 per basic and diluted share; and net loss of $11.4 million, or $0.33 per basic and diluted share • Adjusted EBITDA of $31.2 mi |
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| May 7, 2013 |
Presentation of Supplemental Information EX-99.2 Exhibit 99.2 Presentation of Supplemental Information The information in this supplement should be read in conjunction with Aviv’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with the Securities and Exchange Commission (“SEC”). You may access these filings on Aviv’s website, www.avivreit.com, or on the SEC’s website, w |
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| April 22, 2013 |
Form 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): April 16, 2013 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| April 22, 2013 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of April 16, 2013 (this “Amendment”) is by and among AVIV FINANCING IV, L.L.C., a Delaware limited liability company (the “Parent Borrower”), each of the entities identified on the signature pages hereto as a Subsidiary Borrower (each individually a “Subsidiary Borrower” and collectively with |
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| March 29, 2013 |
Investment Agreement Exhibit 10.1 Execution Version INVESTMENT AGREEMENT This Investment Agreement (as in effect from time to time, this “Agreement”) is entered into as of March 25, 2013 by and among Aviv REIT, Inc., a Maryland corporation (include any successor entity, the “REIT”), and LG Aviv L.P., a Delaware limited partnership (the “LG Investor”). Recitals WHEREAS, on the date hereof, the REIT |
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| March 29, 2013 |
Second Amended and Restated Agreement of Limited Partnership Exhibit 3.3 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP Dated as of March 26, 2013 TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS Section 1.1. Definitions 2 ARTICLE 2 ORGANIZATIONAL MATTERS Section 2.1. Organization 14 Section 2.2. Name 14 Section 2.3. Registered Office a |
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| March 29, 2013 |
Selected disclosures from the Registration Statement on Form S-11 Exhibit 99.1 SELECTED DISCLOSURES FROM AVIV REIT, INC.’S REGISTRATION STATEMENT ON FORM S-11 DESCRIPTION OF THE PARTNERSHIP AGREEMENT OF OUR OPERATING PARTNERSHIP The following is a summary of the material terms of the partnership agreement of our operating partnership, Aviv Healthcare Properties Limited Partnership. This summary do |
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| March 29, 2013 |
AVIV REIT, INC. ARTICLES OF AMENDMENT AND RESTATEMENT Articles of Amendment and Restatement Exhibit 3.1 AVIV REIT, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Aviv REIT, 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 INCORPO |
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| March 29, 2013 |
Credit Agreement Exhibit 10.2 Published CUSIP Number: CREDIT AGREEMENT Dated as of March 26, 2013 among AVIV FINANCING IV, L.L.C. as Parent Borrower, THE OTHER BORROWERS PARTY HERETO, AVIV REIT, INC., as REIT Guarantor, AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. as Guarantors, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, |
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| March 29, 2013 |
Form 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): March 25, 2013 AVIV REIT, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-35841 27-3200673 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| March 29, 2013 |
AMENDED AND RESTATED OF AVIV REIT, INC. (a Maryland corporation) Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AVIV REIT, INC. (a Maryland corporation) PREAMBLE These Bylaws (“Bylaws”) of Aviv REIT, Inc., a Maryland corporation (the “Corporation”), are subject to, and governed by, the Maryland General Corporation Law (as amended, including any successor statute, the “MGCL”) and the charter of the Corporation (as may be amended from time to time, the “Charter”). In |
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| March 25, 2013 |
As filed with the Securities and Exchange Commission on March 25, 2013 Registration No. |
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| March 25, 2013 |
EX-4.3 2 d508713dex43.htm 2013 LONG-TERM INCENTIVE PLAN Exhibit 4.3 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Compa |
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| March 25, 2013 |
First Amendment to 2010 Management Incentive Plan Exhibit 4.5 FIRST AMENDMENT TO THE AVIV REIT, INC. 2010 MANAGEMENT INCENTIVE PLAN WHEREAS, Aviv REIT, Inc. (the “Company”) maintains the Aviv REIT, Inc. 2010 Management Incentive Plan (the “Plan”); and WHEREAS, the Company desires to amend the Plan in certain respect in connection with the Company’s Initial Public Offering (as defined in Section 1. |
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| March 21, 2013 |
13,200,000 Shares COMMON STOCK 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-185532 PROSPECTUS 13,200,000 Shares COMMON STOCK Aviv REIT, Inc. is offering 13,200,000 shares of its common stock. This is our initial public offering and no public market currently exists for our shares. Our common stock has been approved for listing on the New York Stock Exchange under the symbol “AVIV.” Shares of our |
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| March 18, 2013 |
8-A12B As filed with the Securities and Exchange Commission on March 18, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 18, 2013 |
CORRESP5 [LETTERHEAD OF AVIV REIT, INC.] March 18, 2013 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael McTiernan Re: Aviv REIT, Inc. Registration Statement on Form S-11 (Registration No. 333-185532) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aviv REIT, Inc. (the “Issuer”) hereby respectfully re |
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| March 18, 2013 |
AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT EX-10.17 Exhibit 10.17 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ • ] (the “Holder”) as of [ • ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock award (the “Award”) of [ • |
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| March 18, 2013 |
CORRESP 1 filename1.htm BY EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael McTiernan Kristina Aberg March 18, 2013 Re: Aviv REIT, Inc. Registration Statement Filed on Form S-11 Registration No. 333-185532 Ladies and Gentlemen: In connection with the above-captioned Registration Statement, we wish to advise you that |
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| March 18, 2013 |
SIDLEY AUSTIN LLP ONE SOUTH DEARBORN CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D. |
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| March 18, 2013 |
- AMENDMENT NO. 4 TO FORM S-11 AMENDMENT NO. 4 TO FORM S-11 Table of Contents As filed with the Securities and Exchange Commission on March 18, 2013 Registration No. 333-185532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO Form S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES AVIV REIT, INC. (Exact Name of Registrant as Specified i |
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| March 18, 2013 |
AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN STOCK AWARD AGREEMENT EX-10.18 Exhibit 10.18 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN STOCK AWARD AGREEMENT Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ • ] (the “Holder”) as of [ • ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), an unrestricted stock award (the “Award”) of [ • ] shares of the Company’s Com |
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| March 11, 2013 |
CORRESP SIDLEY AUSTIN LLP ONE SOUTH DEARBORN CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D. |
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| March 11, 2013 |
EX-10.4 Exhibit 10.4 Published CUSIP Number: CREDIT AGREEMENT Dated as of March [ ], 2013 among AVIV FINANCING IV, L.L.C. as Parent Borrower, THE OTHER BORROWERS PARTY HERETO, AVIV REIT, INC., as REIT Guarantor, AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. as Guarantors, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, BANK OF |
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| March 11, 2013 |
EX-21.1 Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Arkansas Aviv, L.L.C. Delaware Arma Yates, L.L.C. Delaware Aviv Asset Management, L.L.C. Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. Delaware Aviv Financing III, L.L.C. Delaware Aviv Financing IV, L.L.C. Del |
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| March 11, 2013 |
AMENDMENT NO 3 TO FORM S-11 Table of Contents As filed with the Securities and Exchange Commission on March 11, 2013 Registration No. |
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| March 11, 2013 |
[—] Shares AVIV REIT, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 [—] Shares AVIV REIT, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT [—], 2013 [—], 2013 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Aviv REIT, Inc., a Maryland corporation (the “Company”), proposes to issue and sell |
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| March 11, 2013 |
FIRST AMENDMENT TO THE AVIV REIT, INC. 2010 MANAGEMENT INCENTIVE PLAN EX-10.15 Exhibit 10.15 FIRST AMENDMENT TO THE AVIV REIT, INC. 2010 MANAGEMENT INCENTIVE PLAN WHEREAS, Aviv REIT, Inc. (the “Company”) maintains the Aviv REIT, Inc. 2010 Management Incentive Plan (the “Plan”); and WHEREAS, the Company desires to amend the Plan in certain respect in connection with the Company’s Initial Public Offering (as defined in Section 1.2 of the Plan). NOW, THEREFORE, pursuan |
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| March 5, 2013 |
AVIV REIT ANNOUNCES FOURTH QUARTER AND YEAR-END 2012 EARNINGS RESULTS EX-99.1 Exhibit 99.1 AVIV REIT ANNOUNCES FOURTH QUARTER AND YEAR-END 2012 EARNINGS RESULTS CHICAGO – March 5, 2013 – Aviv REIT, Inc. (“Aviv” or the “Company”) released its earnings for the fourth quarter and year ended December 31, 2012. Fourth Quarter Highlights • Adjusted EBITDA was $27.6 million • Normalized FFO was $12.8 million • Net income was $(2.8) million • Completed $38.9 million of acqu |
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| March 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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): March 5, 2013 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Heal |
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| February 26, 2013 |
AVIV REIT, INC. ARTICLES OF AMENDMENT AND RESTATEMENT EX-3.1 Exhibit 3.1 AVIV REIT, INC. ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: Aviv REIT, 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 INCORPORATOR The undersigned, Brian P. |
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| February 26, 2013 |
EX-10.11 Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made and entered into this day of , 2013 (“Agreement”), by and among Aviv REIT, Inc., a Maryland corporation (the “Company”), Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (“Partnership” and, together with the Company, “Indemnitors”), and (“Indemnitee”). WHEREAS, at the request of th |
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| February 26, 2013 |
AMENDED AND RESTATED OF AVIV REIT, INC. (a Maryland corporation) EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AVIV REIT, INC. (a Maryland corporation) PREAMBLE These Bylaws (“Bylaws”) of Aviv REIT, Inc., a Maryland corporation (the “Corporation”), are subject to, and governed by, the Maryland General Corporation Law (as amended, including any successor statute, the “MGCL”) and the charter of the Corporation (as may be amended from time to time, the “Charte |
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| February 26, 2013 |
FIRST AMENDMENT TO THE AVIV REIT, INC. 2010 MANAGEMENT INCENTIVE PLAN EX-10.15 Exhibit 10.15 FIRST AMENDMENT TO THE AVIV REIT, INC. 2010 MANAGEMENT INCENTIVE PLAN WHEREAS, Aviv REIT, Inc. (the “Company”) maintains the Aviv REIT, Inc. 2010 Management Incentive Plan (the “Plan”); and WHEREAS, the Company desires to amend the Plan in certain respect in connection with the Company’s Initial Public Offering (as defined in Section 1.2 of the Plan). NOW, THEREFORE, pursuan |
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| February 26, 2013 |
EXHIBIT 12.1 AVIV REIT, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES 2012 2011 2010 2009 2008 Earnings: Net income $ 8,593,429 $ 11,313,124 $ 37,982,720 $ 33,680,631 $ 16,874,193 Add: Fixed Charges 52,034,714 39,308,018 23,787,960 27,373,757 26,869,721 Earnings, as adjusted (A) $ 60,628,143 $ 50,621,142 $ 61,770,680 $ 61,054,388 $ 43,743,914 Fixed charges: Interest expen |
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| February 26, 2013 |
EX-99.7 Exhibit 99.7 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement t |
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| February 26, 2013 |
Amendment No 2 to Form S-11 Table of Contents As filed with the Securities and Exchange Commission on February 26, 2013 Registration No. |
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| February 26, 2013 |
EX-10.16 Exhibit 10.16 Execution Version INVESTMENT AGREEMENT This Investment Agreement (as in effect from time to time, this “Agreement”) is entered into as of [•], 2013 by and among Aviv REIT, Inc., a Maryland corporation (include any successor entity, the “REIT”), and LG Aviv L.P., a Delaware limited partnership (the “LG Investor”). Recitals WHEREAS, on the date hereof, the REIT has consummated |
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| February 26, 2013 |
EX-21.1 Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Arkansas Aviv, L.L.C. Delaware Arma Yates, L.L.C. Delaware Aviv Asset Management, L.L.C. Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. Delaware Aviv Financing III, L.L.C. Delaware Aviv Financing IV, L.L.C. Del |
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| February 26, 2013 |
Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Arkansas Aviv, L.L.C. Delaware Arma Yates, L.L.C. Delaware Aviv Asset Management, L.L.C. Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. Delaware Aviv Financing III, L.L.C. Delaware Aviv Financing IV, L.L.C. Delaware Av |
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| February 26, 2013 |
EX-3.3 Exhibit 3.3 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP Dated as of [ ], 2013 TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS Section 1.1. Definitions 2 ARTICLE 2 ORGANIZATIONAL MATTERS Section 2.1. Organization 14 Section 2.2. Name 14 Section 2.3. Registered Office and Agent; Principal Office 14 Section 2.4. Power of Attorne |
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| February 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-173824-103 (Aviv REIT, Inc. |
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| January 29, 2013 |
CORRESP January 29, 2013 VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| January 10, 2013 |
CORRESP January 10, 2013 Via EDGAR and Courier Securities and Exchange Commission 100 F Street, N. |
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| December 31, 2012 |
S-11/A Table of Contents As filed with the Securities and Exchange Commission on December 28, 2012 Registration No. |
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| December 31, 2012 |
AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.13 Exhibit 10.13 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Aviv REIT, Inc., a Maryland corporation (the “Company”), hereby grants to [ • ] (the “Holder”) as of [ • ] (the “Grant Date”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ |
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| December 31, 2012 |
Exhibit 99.5 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto. |
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| December 31, 2012 |
EX-21.1 Exhibit 21.1 Subsidiaries of Aviv REIT, Inc. Name of Subsidiary Jurisdiction of Formation 446 Sycamore Road, L.L.C. Delaware Alamogordo Aviv, L.L.C. New Mexico Arkansas Aviv, L.L.C. Delaware Arma Yates, L.L.C. Delaware Aviv Asset Management, L.L.C. Delaware Aviv Financing I, L.L.C. Delaware Aviv Financing II, L.L.C. Delaware Aviv Financing III, L.L.C. Delaware Aviv Financing IV, L.L.C. Del |
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| December 31, 2012 |
EX-99.6 Exhibit 99.6 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement t |
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| December 31, 2012 |
AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN I. INTRODUCTION EX-10.12 Exhibit 10.12 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the |
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| December 31, 2012 |
AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN AWARD NOTICE EX-10.14 Exhibit 10.14 AVIV REIT, INC. 2013 LONG-TERM INCENTIVE PLAN AWARD NOTICE [ • ] You have been awarded an Option to purchase shares of Common Stock of Aviv REIT, Inc. (the “Company”), pursuant to the terms and conditions of the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (the “Plan”) and the Stock Option Agreement (together with this Award Notice, the “Agreement”). Copies of the Plan and |
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| December 31, 2012 |
EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Craig M. Bernfield and Steven J. Insoft and each of them as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacit |
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| December 31, 2012 |
Exhibit 99.3 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto. |
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| December 31, 2012 |
Exhibit 99.4 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto. |
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| December 28, 2012 |
Response Letter December 28, 2012 Via EDGAR and Courier Securities and Exchange Commission 100 F Street, N. |
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| December 17, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on December 17, 2012 Registration No. |
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| December 7, 2012 |
Amended Draft Registration Statement Table of Contents As submitted confidentially to the Securities and Exchange Commission on December 7, 2012 Registration No. |
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| December 7, 2012 |
Fifth Supplemental Indenture Exhibit 4.1.5 THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 30, 2012, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryl |
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| December 7, 2012 |
Correspondence Letter Regarding Amendment to Draft Registration Statement December 7, 2012 Via Confidential EDGAR Submission and Courier Securities and Exchange Commission 100 F Street, N. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| November 13, 2012 |
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 13, 2012 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healthcar |
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| November 13, 2012 |
AVIV REIT ANNOUNCES THIRD QUARTER 2012 EARNINGS RESULTS Press Release dated November 13, 2012 Exhibit 99.1 AVIV REIT ANNOUNCES THIRD QUARTER 2012 EARNINGS RESULTS CHICAGO – November 13, 2012 – Aviv REIT, Inc. (“Aviv” or the “Company”) released its earnings for the quarter ended September 30, 2012. Recent Highlights • Adjusted EBITDA was $28.0 million; • Normalized FFO was $14.5 million; • Net Income was $1.8 million; • Completed $25.5 million of acquis |
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| October 31, 2012 |
Draft Registration Statement Table of Contents As submitted confidentially to the Securities and Exchange Commission on October 31, 2012 Registration No. |
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| October 31, 2012 |
BORROWER JOINDER AND AFFIRMATION AGREEMENT Borrower Joinder and Affirmation Agreement Exhibit 10.1.11 EXECUTION VERSION BORROWER JOINDER AND AFFIRMATION AGREEMENT THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of June 19, 2012 (the “Effective Date”), is by and between MOUNT WASHINGTON PROPERTY, L.L.C., a Delaware limited liability company (“Additional Borrower”), AVIV FINANCING I, L.L.C., a Delaware limited li |
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| October 31, 2012 |
Exhibit 99.2 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement thereto. |
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| October 31, 2012 |
Borrower Joinder Agreement Exhibit 10.1.9 EXECUTION VERSION Loan No. 07-0004416 BORROWER JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 2, 2012, is by and between TEXAS FIFTEEN PROPERTY, L.L.C., a Delaware limited liability company (the “Subsidiary”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for itself and the lenders |
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| October 31, 2012 |
Release Agreement Exhibit 10.1.12 EXECUTION VERSION RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 19th day of June, 2012, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING V, L.L.C., a Dela |
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| October 31, 2012 |
BORROWER JOINDER AND AFFIRMATION AGREEMENT Borrower Joinder and Affirmation Agreement Exhibit 10.1.13 EXECUTION VERSION BORROWER JOINDER AND AFFIRMATION AGREEMENT THIS BORROWER JOINDER AND AFFIRMATION AGREEMENT (this “Agreement”), dated as of September 25, 2012 (the “Effective Date”), is by and among COMMERCE STERLING HART DRIVE, L.L.C., a Delaware limited liability company (“Commerce Borrower”), CONROE RIGBY OWEN ROAD, L.L.C., a Delaware |
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| October 31, 2012 |
Borrower Joinder Agreement Exhibit 10.1.10 EXECUTION VERSION Loan No. 07-0004416 BORROWER JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of May 1, 2012, is by and between MOUNT WASHINGTON PROPERTY, L.L.C., a Delaware limited liability company (the “Subsidiary”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for itself and the lende |
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| October 31, 2012 |
Draft Registration Letter October 31, 2012 BY CONFIDENTIAL EDGAR SUBMISSION Draft Registration Statement U. |
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| October 31, 2012 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT September 17, 2010 Exhibit 4.3 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT September 17, 2010 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of September 17, 2010 (this “Agreement”) among AVIV REIT, INC., a Maryland corporation (including any successor entity, the “REIT”), AVIV HEALTHCARE MERGER SUB LP, a Delaware limited partnership (including any successor en |
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| October 31, 2012 |
EXHIBIT 99.1 Exhibit 99.1 Item 6. SELECTED FINANCIAL DATA You should read the following selected historical consolidated data in connection with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and related notes thereto appearing elsewhere in this report. The selected historical consolidated financial data |
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| October 31, 2012 |
Release Agreement Exhibit 10.1.14 EXECUTION VERSION RELEASE AGREEMENT THIS RELEASE AGREEMENT (this “Agreement”) is made as of this 25th day of September, 2012, by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GECC” and in its capacity as agent for the Lenders, together with its successors, “Administrative Agent”), in favor of AVIV FINANCING V, L.L.C., a |
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| October 31, 2012 |
EX-99.1 Exhibit 99.1 CONSENT OF DIRECTOR I hereby consent, pursuant to Rule 438 under the Securities Act of 1933, as amended, to being named as a nominee to the board of directors in the Registration Statement on Form S-11 of Aviv REIT, Inc., and any amendments or supplements thereto, and to the filing or attachment of this consent with such Registration Statement and any amendment or supplement t |
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| October 31, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K FORM 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 For the fiscal year ended December 31,2011 Date of report (Date of earliest event reported): October 31, 2012 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) |
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| October 9, 2012 |
AVIV REIT ANNOUNCES EXECUTIVE MANAGEMENT PROMOTIONS Exhibit 99.1 AVIV REIT ANNOUNCES EXECUTIVE MANAGEMENT PROMOTIONS CHICAGO – October 9, 2012 – Aviv REIT, Inc. (“Aviv” or the “Company”) announced today the following changes to its executive management team: Steven J. Insoft, formerly Chief Operating Officer, Chief Financial Officer and Treasurer, has been named President and Chief Operating Officer. Mr. Insoft has been with Aviv since 2005 and has |
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| October 9, 2012 |
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 9, 2012 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healthcare |
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| August 14, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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): August 14, 2012 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv He |
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| August 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 10-Q 1 d357852d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commiss |
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| August 14, 2012 |
AVIV REIT, INC. ANNOUNCES SECOND QUARTER 2012 EARNINGS RESULTS Press Release Exhibit 99.1 AVIV REIT, INC. ANNOUNCES SECOND QUARTER 2012 EARNINGS RESULTS CHICAGO – August 14, 2012 – Aviv REIT, Inc. (“Aviv” or the “Company”) released its earnings for the quarter ended June 30, 2012. Recent Highlights • Adjusted EBITDA was $27.9 million; • Normalized FFO was $14.0 million; • Net Income was $3.6 million; • Completed $104.6 million of acquisitions comprised of 15 |
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| May 16, 2012 |
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 16, 2012 AVIV REIT, INC. AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) Maryland (Aviv REIT, Inc.) Delaware (Aviv Healthcare Pro |
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| May 16, 2012 |
AVIV REIT, INC. ANNOUNCES FIRST QUARTER 2012 EARNINGS RESULTS Exhibit 99.1 AVIV REIT, INC. ANNOUNCES FIRST QUARTER 2012 EARNINGS RESULTS CHICAGO – May 16, 2012 – Aviv REIT, Inc. (“Aviv” or the “Company”) released its earnings for the quarter ended March 31, 2012. Recent Highlights • Total Revenues were $31.8 million; • Adjusted EBITDA was $25.0 million; • Adjusted FFO was $11.7 million; • Completed $104.0 million of investments year-to-date. “We are pleased |
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| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| May 11, 2012 |
424B3 1 d332766d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-180754 P R O S P E C T U S $100,000,000 Aviv Healthcare Properties Limited Partnership Aviv Healthcare Capital Corporation Exchange Offer for 7 3/4% Senior Notes due 2019 On March 28, 2012, Aviv Healthcare Properties Limited Partnership and Aviv Healthcare Capital Corporation (the “Issuers”) iss |
