NorthStar Healthcare Income Inc.

06/09/2025 | Press release | Distributed by Public on 06/09/2025 14:47

Asset Transaction, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the terms of the Merger Agreement, on June 9, 2025, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time (other than shares held by Parent, Merger Sub, the Company or any wholly owned subsidiary of Parent or the Company, which were cancelled and retired at the Effective Time) was converted into the right to receive an amount in cash equal to $3.03, as may be adjusted in accordance with the terms of the Merger Agreement (the "Merger Consideration"), without interest, but subject to any withholding required under applicable tax law.

Additionally, immediately prior to completion of the Merger at the Effective Time, all of the outstanding restricted stock units ("Company RSU awards") granted under the Company's Amended and Restated Long Term Incentive Plan automatically became fully vested and were cancelled and converted into the right to receive the Merger Consideration in respect of each share of our common stock underlying such Company RSU award, less any applicable withholding taxes.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement which is attached hereto as Exhibit 2.1, respectively, and is incorporated herein by reference.

Item 3.03. Material Modification to the Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-Kis incorporated herein by reference.

In connection with the Merger, each share of the Company's common stock issued and outstanding immediately prior to the Effective Time (other than shares held by Parent, Merger Sub, the Company or any wholly owned subsidiary of Parent or the Company, which were cancelled and retired at the Effective Time) and all of the outstanding Company RSU awards (which became fully vested immediately prior the Effective Time) were converted into the right to receive the Merger Consideration. At the Effective Time, each of the Company's stockholders ceased to have any rights as stockholders of the Company other than the right to receive the Merger Consideration.

Item 5.01. Change in Control of the Registrant.

The information provided in the Introductory Note and set forth under Item 2.01, 3.03 and 5.02 of this Current Report on Form 8-Kis incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time, the Company ceased to exist and Merger Sub continued as the surviving entity and is a subsidiary of an affiliate of Guarantor. Parent and Merger Sub financed the Merger Consideration using cash on hand.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2025, in connection with consummation of the Merger, T. Andrew Smith, Jonathan A. Carnella, Gregory A. Samay and Kendall K. Young each resigned from the Company's board of directors effective as of the Effective Time. These resignations were not a result of any disagreements between the Company and the resigning directors on any matter relating to the Company's operations, policies or practices.

In addition, effective at the Effective Time, the following officers resigned from the offices indicated besides such officers' names and ceased to serve in such offices:

Kendall K. Young Chief Executive Officer and
President
Nicholas R. Balzo Chief Financial Officer and
Treasurer
Ann B. Harrington General Counsel and
Secretary

In accordance with the Merger Agreement, immediately following the Effective Time, the manager and officers of the Merger Sub continued to serve as the manager and officers of the Merger Sub, as the surviving entity in the Merger.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 and Item 3.03 of this Current Report on Form 8-Kis incorporated herein by reference.

Pursuant to the Merger, as of the Effective Time, the Company ceased to exist and Merger Sub continued as the surviving entity.

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