CareTrust REIT, Inc. (NASDAQ:CTRE) Files An 8-K Regulation FD Disclosure

Item7.01

On May 8, 2017, CareTrust REIT, Inc. (the
Company) issued a press release announcing that
its wholly owned subsidiaries CTR Partnership, L.P. and a
corporate co-issuer, CareTrust Capital Corp. (together, the
Issuers) intend to offer, subject to market and
other conditions, $300.0million in aggregate principal amount of
unsecured senior notes due 2025 (the New Notes)
in an underwritten public offering. The Company intends to use a
portion of the net proceeds from the offering of the New Notes to
pay the redemption price and related expenses, for the Redemption
(as defined below). The Company intends to use any remaining net
proceeds to repay borrowings outstanding under its revolving
credit facility and for general corporate purposes, including
acquisitions.

On May 8, 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
Indenture), by and among the Issuers, the
guarantors party thereto and Wells Fargo Bank, National
Association, a national banking association, as trustee (the
Trustee), that, subject to the satisfaction of
specified conditions precedent, the Company has elected to redeem
(the Redemption), on June 7, 2017 (the
Redemption Date) all of the outstanding 5.875%
Senior Notes due 2021 (the 2021 Notes).

The redemption price with respect to any redeemed 2021 Note will
be equal to 102.938% of the principal amount of such 2021 Note,
plus accrued and unpaid interest thereon up to, but not
including, the Redemption Date. The Redemption is subject to and
conditioned upon the Issuers deposit with the Trustee of funds
from one or more debt financing transactions in an amount
sufficient to pay the redemption price plus accrued and unpaid
interest thereon up to, but not including, the Redemption Date
(the Financing Condition). The Redemption will
not occur in the event that the Financing Condition has not been
satisfied or waived by the Issuers.

A copy of the press release and the conditional notice of
optional full redemption is furnished with this Current Report on
Form 8-K as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference. The information in this Current
Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not
be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that
section and shall not be incorporated by reference into any
filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general
incorporation language in such filing, except as shall be
expressly set forth by specific reference in any such filing.

This Current Report on Form 8-K does not constitute an offer to
sell, the solicitation of an offer to buy, an offer to purchase
or a solicitation of an offer to sell any securities, including
the New Notes or the 2021 Notes, nor shall it constitute an
offer, solicitation, sale or purchase in any jurisdiction in
which such offer, solicitation, sale or purchase is unlawful.
This Current Report on Form 8-K does not constitute a notice of
redemption under the Indenture.

This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements include all statements
that are not historical statements of fact and those regarding
the Companys and the Issuers intent, belief or expectations,
including, but not limited to,

statements regarding: the intention to consummate the offering of
the New Notes and the Redemption. These statements are based on
the Companys and the Issuers current expectations and beliefs and
are subject to a number of risks and uncertainties that could
lead to actual results differing materially from those projected,
forecasted or expected. Although the Company and the Issuers
believe that the assumptions underlying the forward-looking
statements are reasonable, it can give no assurance that its
expectations will be attained. Factors which could have a
material adverse effect on the Companys and the Issuers
expectations include, but are not limited to their ability to
consummate the offering of the New Notes or meet the Financing
Condition and any additional factors identified in the Companys
filings with the Securities and Exchange Commission, including
those in its Annual Report on Form 10-K for the year ended
December31, 2016 under the heading entitled Risk Factors. The
Company and the Issuers expressly disclaim any obligation to
update or revise any information in this Current Report on Form
8-K, including forward-looking statements, whether to reflect any
change in their expectations, any change in events, conditions or
circumstances, or otherwise.