--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-034255" form_type: "8-K" ticker: null cik: "0001159281" company_name: "AlerisLife Inc." filed_at: "2023-03-20T23:59:59+00:00" generated_at: "2026-06-17T22:50:29.125625+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # AlerisLife completes $1.31/share take-private merger with ABP; shares delisted ## Summary - Tender offer expired March 17; 22.4M shares (66.9% outstanding) tendered at $1.31 cash per share. - Merger closed March 20; all remaining shares converted to $1.31 cash; AlerisLife is now wholly owned by ABP. - Offer price represents an 85% premium to 30-day average trading price prior to announcement. - Shares of ALR common stock ceased trading on Nasdaq; company to file Form 15 to suspend SEC reporting. - All directors (Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, Donna D. Fraiche) resigned effective at merger close. ## SEC filing metadata - accession: 0001104659-23-034255 - form_type: 8-K - cik: 0001159281 - company_name: AlerisLife Inc. - filed_at: 2023-03-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/tm238927d10_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-034255 - JSON: https://secwatch.observer/filing/0001104659-23-034255.json - Plain text: https://secwatch.observer/filing/0001104659-23-034255.txt ## Key facts - Executive change Barbara D. Gilmore resigned as Director at AlerisLife Inc.. - Action: resigned - Role: Director source text: Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Executive change Jennifer B. Clark resigned as Director at AlerisLife Inc.. - Action: resigned - Role: Director source text: Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Executive change Gerard M. Martin resigned as Director at AlerisLife Inc.. - Action: resigned - Role: Director source text: Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Executive change Bruce M. Gans resigned as Director at AlerisLife Inc.. - Action: resigned - Role: Director source text: Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Executive change Donna D. Fraiche resigned as Director at AlerisLife Inc.. - Action: resigned - Role: Director source text: Barbara D. Gilmore, Jennifer B. Clark, Gerard M. Martin, Bruce M. Gans, and Donna D. Fraiche resigned as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Governance Changes AlerisLife Inc.: Amended and restated articles of incorporation in their entirety. - Change: charter amendment source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s amended and restated articles of incorporation were amended and restated in their entirety (the “Amended Articles of Incorporation”), and the Company’s amended and restated bylaws were amended and restated in their entirety (the “Amended Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Governance Changes AlerisLife Inc.: Amended and restated bylaws in their entirety. - Change: bylaw amendment source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s amended and restated articles of incorporation were amended and restated in their entirety (the “Amended Articles of Incorporation”), and the Company’s amended and restated bylaws were amended and restated in their entirety (the “Amended Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - M&A Transactions AlerisLife Inc. underwent a change of control involving ABP for $1.31 per Share in cash (closed 2023-03-20). - Action: change of control - Counterparty: ABP - Consideration: $1.31 per Share in cash - Closing: 2023-03-20 source text: any other direct or indirect wholly owned subsidiary of ABP or any person that owns, directly or indirectly, all of the outstanding equity interests of Purchaser) at a price of $1.31 per Share, net to the seller in cash, without interest, and subject to any applicable withholding of taxes (the “Offer Price”). At one minute after 11:59 p.m., Eastern Time, on evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm - Material Agreements AlerisLife Inc. entered into Agreement and Plan of Merger with ABP Acquisition 2 LLC (effective 2023-02-02). - Action: entry - Agreement: merger - Counterparty: ABP Acquisition 2 LLC - Effective: 2023-02-02 source text: the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ABP Acquisition 2 LLC (“Purchaser”), a Maryland limited liability company and a wholly-owned subsidiary of ABP Acquisition LLC (“ABP”). evidence_url: https://www.sec.gov/Archives/edgar/data/1159281/000110465923034255/0001104659-23-034255-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.