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EX-99.1 - EX-99.1 - Foundation Healthcare, Inc.d54742dex991.htm

 

 

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 20, 2015

 

 

Foundation Healthcare, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Oklahoma   001-34171   20-0180812

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

14000 N. Portland Avenue, Suite 200

Oklahoma City, Oklahoma 73134

(Address of Principal Executive Offices) (Zip Code)

(405) 608-1700

(Registrant’s telephone number, including area code)

 

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On November 20, 2015, Grayson County Physicians Property, LLC (“GCPP”), sold its ownership in the real estate and building which houses the Heritage Park Surgical Hospital in Sherman, Texas. Foundation Surgical Hospital Holdings, LLC, a wholly owned subsidiary of Foundation HealthCare, Inc. (“Foundation”) holds a 20% membership interest in GCPP.

Foundation will receive its distributive share of the proceeds in the amount of $3.7 million with an additional $150,000 to be released from escrow in 12 months. The distributive share of the gain on the sale is $3.3 million before taxes. Foundation will use $2.8 million of the distributed proceeds to reduce long term debt. A copy of the press release announcing the GCPP transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press release issued on November 24, 2015


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    By:   FOUNDATION HEALTHCARE, INC.
Date: November 24, 2015     By:  

/s/ STANTON NELSON

      Stanton Nelson
      Chief Executive Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit

99.1    Press release issued on November 24, 2015