Black Pearl Closes Selectis Health Takeover With 91% Of Shares Tendered
The result clears the ownership level Black Pearl needed to squeeze out remaining holders without a stockholder vote, sending an eight-facility Arkansas and Oklahoma senior care portfolio into private hands.
September 10, 2026
Black Pearl Equities has completed its all-cash tender offer for Selectis Health, taking in roughly 91 percent of the senior care owner-operator’s stock and clearing the way for a squeeze-out merger that will remove the company from the public market.
How the offer landed
The offer expired at 5:00 p.m. New York time on August 31, roughly three weeks past its original August 10 deadline. Holders had validly tendered 2,789,027 shares and not withdrawn them, a block Black Pearl put at about 90.93 percent of Selectis shares outstanding. With the conditions to the offer satisfied, the buyer accepted the tendered shares for payment at $5.75 each and said it would promptly fund the depositary.
Taking out the remainder
Black Pearl now intends to absorb the rest of the company without convening Selectis shareholders, invoking Section 16-10a-1108 of the Utah Revised Business Corporation Act to merge without a vote or meeting. That leaves a straightforward set of consequences:
- shares still outstanding convert into the right to receive the same $5.75 in cash;
- Selectis becomes an indirect wholly owned subsidiary of the New York-based buyer;
- no shareholder meeting is called and no proxy solicited.
The size of the tender shapes how that last step gets done. Because the offer alone lifted Black Pearl above the ownership level the no-vote route requires, the buyer arrives at the merger without needing the top-up option the merger agreement provided, which would have let it issue itself enough additional shares to clear the threshold.
An eight-property portfolio goes private
Selectis, quoted over the counter under the symbol GBCS, acquires, develops and manages skilled nursing, assisted living and independent living facilities across the South and Southeast. It currently runs eight properties in Arkansas and Oklahoma offering post-acute and skilled nursing care, assisted and independent living, and continuing care retirement programs, with reimbursement drawn from Medicare, Medicaid and private pay. That portfolio passes into private hands once the merger completes.
Black Pearl, headquartered in Brooklyn, describes itself as an investment, advisory and consulting firm diversified across healthcare sectors. It made the purchase through a wholly owned subsidiary.
The two sides announced the deal in June at the same $5.75 price, and the Selectis board gave the offer its unanimous backing when the tender period opened in July. Black Pearl announced the completed offer on September 1, describing the integration of the Selectis business and the realization of the deal’s expected benefits as the principal open risks ahead of it.
