The take-private transaction is complete; remaining public shareholders will receive $5.75/share in the upcoming short-form merger. Monitor for the Form 15 filing to deregister and the company's ability to service the new $18.2M debt facility given the 1.65x debt service coverage ratio covenant.
Price Chart
Executive Summary
Black Pearl Equities completed its tender offer for Selectis Health (GBCS) at $5.75/share in cash, acquiring ~90.93% of outstanding shares. The acquisition was funded by an $18.23M term loan facility from Milrose Capital and SCG Experts Corp., secured by substantially all assets of the company. A change of control has occurred, with new directors appointed and the company will be taken private via a short-form merger, delisting from OTCQB.
Key Financial Metrics
Key Facts
- Black Pearl completed tender offer for Selectis Health at $5.75/share in cash.
- 2,789,027 shares (90.93% of outstanding) were validly tendered.
- Aggregate cash consideration for the Offer and Merger is approximately $17,635,589.
- The acquisition was funded by an $18,226,250 term loan facility from Milrose Capital and SCG Experts Corp.
- Term loans bear 5.0% fixed interest, mature August 2031, with monthly payments starting September 2027.
- Lance J. Baller resigned from the Board; Abraham Schwartz and Zalman Schapiro appointed as directors.
- Krystal Eckhart resigned as Interim CEO but remains Interim CFO.
- Selectis will become a wholly owned subsidiary of Black Pearl and intends to deregister with the SEC.
- The Credit Agreement includes a minimum portfolio actual debt service coverage ratio of 1.65 to 1.0.
Financial Impact
Total cash consideration of approximately $17.6M for the acquisition, funded by $18.2M in new term loans at 5% interest.
Risk Factors
- $18.2M in new debt adds significant leverage to the company's balance sheet.
- The 1.65x minimum debt service coverage ratio covenant could be breached if operations underperform.
- Minority shareholders may exercise appraisal rights under Utah law, creating potential cash outflow uncertainty.
- Integration risk as Black Pearl takes over operations of skilled nursing facilities.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-041840 |
| Exhibit: ex99-1.htm | 0001493152-26-041840 |
| Document: form8-k.htm | 0001493152-26-041840 |
| Document: 0001493152-26-041840-index-headers.html | 0001493152-26-041840 |
| Document: 0001493152-26-041840-index.html | 0001493152-26-041840 |
| Document: 0001493152-26-041840.txt | 0001493152-26-041840 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 17d ago | 15-12G | — | awaiting T+20 | — | — |
Oct 9, 2026 17d ago | 8-K | — | awaiting T+20 | — | — |
Sep 8, 2026 6w ago | 8-K | $5.74 $5.73 | ▼ −0.17% | ▼ −2.37% | — |
May 20, 2026 22w ago | 8-K | $3.31 $3.25 | ▲ +1.81% | ▲ +2.55% | — |
May 7, 2026 24w ago | 8-K | $3.14 $3.10 | ▼ −1.27% | ▼ −1.30% | — |
Mar 19, 2026 31w ago | 8-K | $4.05 $4.40 | ▲ +8.64% | ▲ +1.02% | — |
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