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Key takeaways
- Read the current agreement and its referenced attachments together.
- Separate signing from verified closing and operating conditions.
- Resolve conflicting lists before relying on the proposed transfer.
Why it matters in a senior care sale
The purchase price does not describe everything the parties expect to transfer. SBA's sales-agreement guidance calls for careful identification of assets, liabilities, parties and adjustments, with attorney review. Use the agreement to locate those details and the conditions attached to them. (Source: SBA, sales-agreement section)
Signing is also different from completing the handoff. PSL's announcement distinguishes an earlier LOI, an executed APA and pending closing conditions. Its 2026 update label still accompanies a planned 2023 closing. This is a historical illustration, not evidence of current transaction status. (Source: PSL, original 2023 announcement)
Read the referenced documents together
A 2024 agreement filed by CareTrust separately addresses purchased and excluded assets, assumed and excluded liabilities, and closing conditions. Sections 11.1 and 11.3 explain how its schedules and other documents relate to the agreement. Its exhibit list includes transfer-document forms. These are negotiated terms in a dated acquisition involving property owners and operators, not requirements for every care business. (Source: SEC-filed agreement, sections 2.1–2.4, 7.1 and 11.1–11.3)
List the current documents and any signed changes. Record each named attachment, its date and the questions still open. Keep the signed agreement, draft forms and evidence of completed actions separate in the data room.
A fictional document-reconciliation example
Assume a fictional buyer receives a draft APA and several attachments. The following conflicts require review; the table does not decide their legal effect.
| Documents being compared | Unresolved question |
|---|---|
| Asset list includes a van; exclusion schedule also names it | Which treatment reflects the parties' intended agreement? |
| Contract list names a service agreement; consent record is blank | What consent is required, and what evidence is missing? |
| Draft bill of sale refers to an earlier asset list | Which version should the transfer document reflect? |
Give each question to the right adviser and record how it was resolved. A corrected list does not establish that all closing conditions are satisfied. This example is an organizing exercise, not a contract template or permission to operate.
Follow the question to the right guide
Use the LOI definition for preliminary terms and the asset/stock guide for structural choices. The Form 8594 definition introduces allocation reporting, while escrow holdbacks address retained purchase funds. The diligence checklist helps organize the underlying evidence for those separate reviews.
The complete purchase-agreement review follows a fictional receivable conflict beyond the schedules. The same disputed asset appears in the price, funds statement and buyer's collection forecast. Resolve the agreed treatment across those records instead of assuming that correcting one attachment completes the buyer's review.
Frequently asked questions
Is an APA the same as a letter of intent?
An APA sets out the asset purchase terms; an LOI addresses the proposed transaction before the final documents are completed. Review each document's actual obligations with counsel. Its title alone does not decide what is binding.
Is a signed APA proof that the acquisition has closed?
No. Signing and closing can be separate events. Check the closing conditions, required permissions and actual transfer documents. A signature does not establish that every required step has been completed.
What if a referenced schedule is missing?
Record the missing schedule and the provisions that refer to it. Obtain the correct version for review and ask counsel how the omission affects the proposed agreement. Do not assume that a missing attachment is empty or irrelevant.
Where should I review the transaction structure?
Use the linked asset-versus-stock guide to compare structures, obligations and approval questions. This definition helps organize the document set; it does not select a structure or provide a signable contract.
Sources
Sources are dated to distinguish current guidance from earlier publications. They support the identified facts; the transaction questions and examples are educational analysis.
- SBA: manage your business (2026 retrieval). Retrieved September 6, 2026.
- CareTrust: October 21, 2024 asset purchase agreement, filed exhibit 10.14 (2024 agreement; filed 2025). Retrieved September 7, 2026.
- Presbyterian Senior Living: APA announcement originally published June 2023 (2023 announcement; updated 2026). Retrieved September 7, 2026.