CareTrust REIT, Inc. (NASDAQ:CTRE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May24, 2017, subsidiaries of CareTrust REIT, Inc.
(CareTrust) completed an underwritten public offering (the
Offering) of $300million aggregate principal amount of
5.25% Senior Notes due 2025 (the Notes) to an indenture,
dated May24, 2017 (the Base Indenture), among CTR
Partnership, L.P., CareTrust Capital Corp. (collectively, the
Issuers), CareTrust (as guarantor), and Wells Fargo Bank,
National Association, as Trustee (the Trustee), as
supplemented by the first supplemental indenture, dated as of
May24, 2017 (the First Supplemental Indenture and,
together with the Base Indenture, the Indenture), among
the Issuers, CareTrust (as guarantor), the other guarantors named
therein (together with CareTrust, the Guarantors) and the
Trustee.The sale of the Notes has been registered under the
Securities Act of 1933, as amended, to an automatic shelf
registration statement on FormS-3 (File No.333-217670) filed on
May4, 2017 (the Registration Statement) with the
Securities and Exchange Commission (the Commission).
The aggregate net proceeds from the sale of the Notes were
approximately $294million, after deducting the underwriting
discount and estimated offering expenses. CareTrust intends to
use the net proceeds from the sale of the Notes to redeem the Old
Notes (as defined below) and the remaining proceeds to repay
borrowings outstanding under its revolving credit facility and
for general corporate purposes, including acquisitions.
The Notes accrue interest at a rate of 5.25% per annum payable
semiannually in arrears on June1 and December1 of each year,
commencing on December1, 2017. The Notes mature on June1, 2025.
The obligations under the Notes are unconditionally (subject to
release provisions in certain circumstances) guaranteed, jointly
and severally, on an unsecured basis, by CareTrust and all of
CareTrusts existing subsidiaries. The Notes and the guarantees
thereof will be senior unsecured obligations of the Issuers and
the guarantors, respectively, and will rank equally with
CareTrusts existing and future senior unsecured indebtedness from
time to time outstanding. The Issuers may redeem the Notes, in
whole or in part, at any time prior to June1, 2020 at a price
equal to 50% of the principal amount of the Notes redeemed plus
accrued and unpaid interest on the Notes, if any, to, but not
including, the redemption date, plus a make-whole premium and, at
any time on or after June1, 2020, at the applicable redemption
price set forth in the Indenture. At any time prior to
February15, 2016, the Issuers may also, on any one or more
occasions, redeem up to 40% of the aggregate principal amount of
the Notes with the net proceeds of certain equity offerings at
105.25% of the aggregate principal amount thereof, plus accrued
and unpaid interest, if any, to the redemption date. The Issuers
may be required to purchase some or all of the Notes, from the
noteholders if a change of control triggering event, as defined
in the Indenture, occurs at a price of 101% of their principal
amount of the Notes plus accrued and unpaid interest, if any, to,
but not including, the repurchase date.
The Indenture governing the Notes contains covenants that, among
other things, limit the ability of CareTrust and its restricted
subsidiaries to: (i)incur or guarantee additional indebtedness;
(ii)incur or guaranty secured indebtedness; (iii)pay dividends or
distributions on, or redeem or repurchase, their capital stock;
(iv)make certain investments or other restricted payments;
(v)sell assets; (vi)enter into transactions with affiliates;
(vii)merge or consolidate or sell all or substantially all of
their assets; and (viii)create restrictions on the ability of
CareTrusts restricted subsidiaries to pay dividends or other
amounts to the Issuers. All of these covenants are subject to a
number of important limitations and exceptions under the
Indenture.
The Indenture also provides for customary events of default with
respect to the Notes, including the failure to pay scheduled
principal and interest payments on the Notes, the failure to
comply with covenants specified in the Indenture, the
acceleration of certain other indebtedness resulting from an
event of default under the agreement governing that indebtedness
or non-payment of that indebtedness, and certain events of
insolvency. If any event of default occurs and is continuing, the
principal of, and any accrued and unpaid interest on, the Notes
may become due and payable.
The foregoing summary of the Indenture and the Notes is a summary
only and is qualified in its entirety by references to the Base
Indenture, the First Supplemental Indenture and the form of Notes
attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3,
respectively.
| Item8.01 | Other Events |
As previously disclosed, on May8, 2017, the Issuers gave
conditional notice of optional full redemption to the Indenture,
dated as of May30, 2014 (as amended, supplemented, or otherwise
modified, the Old Notes Indenture), by and among the
Issuers, the guarantors party thereto (the Old Note
Guarantors) and Wells Fargo Bank, National Association, as
trustee (the Old Notes Trustee), that, subject to the
satisfaction of specified conditions precedent, the Issuers will
redeem (the Redemption), on June7, 2017 (the Redemption
Date) all of the outstanding 5.875% Senior Notes due 2021
(the Old Notes) at a redemption price of 102.938% of the
principal amount of the Old Notes, plus accrued and unpaid
interest thereon up to, but not including, the Redemption Date.
The conditions precedent to the
Redemption were satisfied in connection with the consummation of
the Offering. As a result, on May24, 2017, the Issuers provided
notice to the Old Notes Trustee that such condition precedents
have been satisfied and irrevocably deposited with the Trustee
funds in an amount sufficient to redeem the Old Notes on the
Redemption Date. Upon deposit of such amount by the Issuers with
the Trustee, the Issuers obligations under the Old Notes and the
Old Notes Indenture and the obligations of the Old Guarantors
under the guarantees of the Old Notes and the Indenture were
discharged, except for certain obligations required to survive
such discharge.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 4.1 |
Indenture, dated as of May24, 2017, among CTR Partnership, L.P., CareTrust Capital Corp., CareTrust REIT, Inc. and Wells Fargo Bank, National Association, as Trustee. |
|
| 4.2 |
First Supplemental Indenture, dated as of May24, 2017, among CTR Partnership, L.P., CareTrust Capital Corp., CareTrust REIT, Inc., the other guarantors named therein, and Wells Fargo Bank, National Association, as Trustee. |
|
| 4.3 | Form of 5.25% Senior Note due 2025 (included in Exhibit 4.2). | |
| 5.1 | Opinion of OMelveny Myers LLP. | |
| 5.2 | Opinion of DLA Piper LLP (US). | |
| 5.3 | Opinion of Albright, Stoddard, Warnick Albright, P.C. | |
| 23.1 |
Consent of OMelveny Myers LLP (included in the opinion filed as Exhibit 5.1). |
|
| 23.2 |
Consent of DLA Piper LLP (included in the opinion filed as Exhibit 5.2). |
|
| 23.3 |
Consent of Albright, Stoddard, Warnick Albright, P.C. (included in the opinion filed as Exhibit 5.3). |
About CareTrust REIT, Inc. (NASDAQ:CTRE)
CareTrust REIT, Inc. is a self-administered, self-managed real estate investment trust (REIT). The Company is primarily engaged in the ownership, acquisition and leasing of healthcare-related properties. The Company’s segment consists of investments in healthcare-related real estate assets. The Company’s real estate portfolio includes approximately 120 skilled nursing facilities (SNFs), assisted living facilities (ALFs) and independent living facilities (ILFs). The Company’s facilities leased to The Ensign Group, Inc. have a total of approximately 10,120 beds and units, and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington. Its facilities leased affiliates of Pristine Senior Living have a total of approximately 1,260 beds and units, and are located in Ohio. Its other properties have a total of over 770 beds and units, and are located in Colorado, Florida, Georgia, Idaho, Minnesota, Virginia and Washington. CareTrust REIT, Inc. (NASDAQ:CTRE) Recent Trading Information
CareTrust REIT, Inc. (NASDAQ:CTRE) closed its last trading session down -0.01 at 18.46 with 363,855 shares trading hands.