Beverly shareholders vote on Fillmore sale

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Shareholders of Beverly Enterprises Inc. will vote on Valentine's Day whether to approve the sale of the long-term care company to Fillmore Capital Partners LLC.

If approved, Fillmore of San Francisco will pay $12.50 per share, or $1.8 billion, for one of the nation's largest skilled nursing chains. The deal is 50 cents per share lower than what the previous prospective buyer committed to pay.
Fillmore became the buyer in November after North American Senior Care failed to pay an equity commitment to Beverly totaling $350 million.
In December, Fillmore and Beverly agreed to change the deadline for the transaction's completion to March 31, 2006 from March 1, 2006.
The Feb. 14 vote caps a year of twists and turns in the Beverly sale. The saga began in December 2004 when Formation Capital expressed an interest in acquiring Beverly for $11.50 per share. Beverly's board rejected the proposal and later put the company up for auction when it became apparent Formation would probably win control of the board at a proxy election. After a lengthy bidding process, NASC emerged as the buyer.
Beverly President and CEO Bill Floyd is set to receive about $40 million in severance. Payments to all executives and board members will total $109 million. Compensation terms were set prior to sale talks.

Key dates

Dec. 27, 2004: Formation Capital CEO Arnold Whitman expresses a desire to buy Beverly for $11.50 per share.

March 21, 2005: Beverly board decides to put the company up for auction due to the changed stockholder base.

July 15, 2005: Beverly receives bids from Formation and North American Senior Care; the latter wins but politicians cast doubt.

Nov. 18, 2005: NASC fails to file letter of credit or equity commitment letter.

Source: Beverly Enterprises Inc., proxy statement, Dec. 13, 2005