DAC Acquisition LLC made an offer to acquire the remaining shares in Diversicare Healthcare Services, Inc. (OTCPK:DVCR) from Marlin Capital Partners LLC and others for $70.9 million on August 19, 2021. DAC Acquisition LLC signed an agreement to acquire the remaining shares in Diversicare Healthcare Services, Inc. (OTCPK:DVCR) for $70.9 million on August 26, 2021. Under the terms of the transaction, DAC Acquisition will pay $10.1 per share to acquire the remaining stake in Diversicare Healthcare Services, Inc. 6.74 million shares of Diversicare will receive the per share merger consideration of $10.1, 0.21 million shares of restricted common stock entitled to receive the per share merger consideration of $10.1 and 0.07 million shares of common stock underlying outstanding restricted stock?units entitled to receive the per share merger consideration of $10.1. Diversicare Healthcare Services will operate as a wholly owned subsidiary of? DAC Acquisition. Each outstanding option whether or not vested, immediately prior to the effective time of the merger will be cancelled and, in consideration thereof, the holder of such Option will receive an amount in cash equal to, net of applicable tax withholding, the product of the excess, if any, of the merger consideration over the exercise price per share of common stock underlying such Option, multiplied by the total number of shares of common stock subject to such Option. Each stock appreciation right of Diversicare that is outstanding and unexercised immediately prior to the effective time of the merger and has an exercise price per share of common stock that is less than the merger consideration will be cancelled and converted in to the right to receive an amount in cash equal to, net of applicable tax withholding, the product of the amount by which the merger consideration exceeds the applicable exercise price per share of common stock of such Stock Appreciation Right, and the aggregate number of shares of common stok subject to such Stock Appreciation Right. The Merger Agreement further provides that upon termination of the Merger Agreement by the Company or Parent upon specified conditions, Diversicare will be required to pay DAC a termination fee of $2.1 million. DAC will make a payment of a termination fee?of $4.2?million in case of termination. The transaction is subject to satisfactory results of our due diligence, delivery of any necessary third-party consents and approvals (including shareholder approval) and provided that no material adverse event occurs prior to the closing. The completion of the Merger is subject to the satisfaction or waiver of certain customary regulatory requirements, and customary closing conditions, including, among others: (i)?the adoption of the Merger Agreement by Diversicare's stockholders; (ii)?the absence of any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger issued by any Governmental Entity of competent jurisdiction; (iii)?termination or expiration of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv)?the representations and warranties of the parties being true and correct subject to certain materiality qualifications and all covenants of the parties having been complied with in all material respects; and (v)?the absence of a Company Material Adverse Effect on the Company. The Merger is not subject to any approval by the stockholders of Parent. The Board unanimously recommends that the Diversicare's stockholders vote ?FOR? the merger proposal. The transaction, which is expected to close in the fourth quarter of 2021. Brentwood Capital Advisors LLC acted as financial advisor and fairness opinion provider to Diversicare Healthcare Services, Inc. Mark Manner and Jon Stanley of Bass, Berry & Sims PLC acted as legal advisors for Diversicare. Samuel M. Krieger of Krieger & Prager LLP acted as legal advisor for DAC Acquisition. Georgeson LLC acted as proxy solicitor to Diversicare Healthcare and will be paid a fee of $12,500 plus additional fees incurred. Diversicare Healthcare will pay Brentwood Capital a transaction fee of approximately $1.75?million, $250,000 of which became payable at the delivery of the fairness opinion to the Board, and the remainder of which is contingent upon consummation of the merger. DAC Acquisition LLC completed the acquisition of the remaining shares in Diversicare Healthcare Services, Inc. (OTCPK:DVCR) from Marlin Capital Partners LLC and others on November 19, 2021. Immediately following the effective time, pursuant to the terms of the agreement, Chad A. McCurdy, Ben R. Leedle, Jr., James R. McKnight, Jr., Leslie K. Morgan, Richard M. Brame, Robert Z. Hensley, and Robert A. McCabe, Jr. ceased to be Directors of Diversicare and Ephram Lahasky, Eran Ratner and Brian Kohn, the Directors of DAC immediately prior to the Effective Time, were appointed as Directors of Diversicare. Diversicare will continue to be managed by its current management team consisting of Jay McKnight, President and Chief Executive Officer; Becky Bodie, Executive Vice President and Chief Operating Officer; and Kerry Massey, Executive Vice President and Chief Financial Officer. The transaction has been approved by the shareholders of Diversicare on November 18, 2021. Novack Burnbaum and Crystal LLC acted as legal advisor to DAC. Computershare acted as paying agent to DAC.