Genesis Healthcare, Inc. (NYSE:GEN) Files An 8-K Other EventsItem 8.01Other Events.
On February 15, 2018, the holders of a majority of the voting power of the Company’s common stock (the “Voting Group”) entered into a Fourth Amended and Restated Voting Agreement (the “Fourth Voting Agreement”). to the Fourth Voting Agreement, the members of the Voting Group agreed to extend the “lock-up” period applicable to shares of the Company’s common stock which the members of the Voting Group own or otherwise hold the power to direct the vote of such shares until July 31, 2018 and that the Fourth Voting Agreement shall terminate no later than July 31, 2018, unless otherwise terminated or amended to its terms prior to such date.During the “lock-up” period, except for transfers to permitted transferees, the members of the Voting Group agreed not to (i) offer, pledge (other than to a financial institution, insurance company or bank in exchange for borrowed money or other extensions of credit), sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Company common stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Company securities, in cash or otherwise (each such transaction a “Transfer”), provided, however, that the members of the Voting Group may make Transfers to one or more third parties subject to certain limitations in the number of shares that can be Transferred, including that any such proposed Transfer may not result in the aggregate ownership percentage of the Voting Group to be equal to or less than 51.5%.
