CareTrust REIT, Inc. (NASDAQ:CTRE) Files An 8-K Other Events
Item8.01.
| Other Events. |
On May17, 2017, CareTrust REIT, Inc. (the Company) and CTR
Partnership, L.P. entered into an equity distribution agreement
(the Equity Distribution Agreement) with BMO Capital
Markets Corp., Barclays Capital Inc., Canaccord Genuity Inc.,
Capital One Securities, Inc., Fifth Third Securities, Inc.,
KeyBanc Capital Markets Inc., Raymond James Associates, Inc. and
RBC Capital Markets, LLC (individually, a Sales Agent and
together, the Sales Agents) to sell shares of the Companys
common stock, $0.01 par value per share, having an aggregate
offering price of up to $300,000,000 (the Shares), from
time to time, through an at-the-market equity offering
program.
to the terms of
the Equity Distribution Agreement, sales of the Shares, if any,
will be made through the Sales Agents acting as sales agent or
directly to the Sales Agents acting as principal, and will be
made by means of ordinary brokers transactions on the NASDAQ
Global Select Market or otherwise at market prices prevailing at
the time of sale, at prices related to prevailing market prices
or at negotiated prices. If the Company sells Shares to any of
the Sales Agents as principal, it will enter into a separate
terms agreement with such Sales Agent.
The offering of
Shares to the Equity Distribution Agreement will terminate upon
the earlier of (i)the sale of the maximum aggregate amount of the
Shares subject to the Equity Distribution Agreement, or
(ii)termination of such Equity Distribution Agreement as
permitted therein.
The Company
intends to contribute the net proceeds from the sales of Shares
to the Equity Distribution Agreement to the Operating
Partnership, which will in turn use the net proceeds for general
corporate purposes, which may include, among other things, future
acquisitions, debt repayment and working capital. The Company may
temporarily invest the net proceeds before use in
interest-bearing short term investments that are consistent with
the Companys ability to maintain its qualification as a real
estate investment trust.
The foregoing
description of the Equity Distribution Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Equity Distribution Agreement, a copy of
which is filed as Exhibit 1.1 to this Current Report on Form8-K
and is incorporated herein by reference.
The Shares will be
issued to the Companys shelf registration statement on Form S-3
(File No.333-217670), filed by the Company with the Securities
and Exchange Commission (the SEC) on May4, 2017 and the
prospectus supplement filed by the Company with the SEC to Rule
424(b) under the Securities Act of 1933, as amended, on May17,
2017. This Current Report on Form 8-K does not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of Shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
The Company is
filing as Exhibit 5.1 to this Current Report on Form 8-K an
opinion of DLA Piper LLP (US) regarding certain matters of
Maryland law, including the validity of the Shares.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
| 1.1 |
Equity Distribution Agreement, dated May 17, 2017, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and BMO Capital Markets Corp., Barclays Capital Inc., Canaccord Genuity Inc., Capital One Securities, Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Raymond James Associates, Inc. and RBC Capital Markets, LLC. |
|
| 5.1 | Opinion of DLA Piper LLP (US). | |
| 23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
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 up +0.20 at 18.25 with 662,727 shares trading hands.