New Senior Investment Group Inc. (NYSE:SNR) Files An 8-K Other Events
Item 8.01
On October5, 2017, New Senior Investment Group Inc. (the Company)
issued a press release announcing it expects to complete $296
million of asset sales (the Transactions) during the fourth
quarter of 2017. The Transactions include (i)a $186.0 million
sale of six triple net leased properties (the Leased Properties),
as well as termination of the related lease (the Leased Portfolio
Sale) and (ii)a $109.5 million sale of nine properties (the
Managed Properties) managed by Holiday Retirement (the Managed
Portfolio Sale), in each case as described in more detail below.
The closings of the Transactions are independent of one another
and are each subject to customary closing conditions. There can
be no assurance that the Transactions will be completed on the
terms and within the timeframe described herein, or at all. A
copy of the Companys press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The Leased Portfolio Sale
On September29, 2017, certain wholly owned subsidiaries of the
Company (the Landlords), as sellers, entered into a Purchase and
Sale Agreement (the Leased Portfolio Sale Agreement) with LCS
Dallas II LLC, as buyer (Buyer) to which the Buyer agreed to
purchase the Leased Properties, which are currently subject to a
triple net lease (the Lease) with LCS Dallas Operations LLC, an
Iowa limited liability company (Tenant), an affiliate of Buyer.
The Landlords will receive $186 million in total consideration,
structured as a $170 million purchase price and a $16 million
lease termination payment, as further described below. In
connection with the execution of the Leased Portfolio Sale
Agreement, Buyer funded an initial deposit of $3 million, which
amount would be increased in connection with an extension of the
closing date (the Deposit).
The Leased Portfolio Sale Agreement is scheduled to close on
November15, 2017, subject to two 30-day extension options and
customary closing conditions. In the event of a material breach
by Buyer, or in the event of a monetary default by Tenant under
the Lease or a failure to consummate the transactions
contemplated by the Termination Agreement (described below), the
Landlords shall be entitled to retain one-half of the Deposit as
liquidated damages and one-half of the Deposit shall be applied
as additional security to the Lease.
On September29, 2017, simultaneously with the execution of the
Leased Portfolio Sale Agreement described above, the Landlords
and Tenant, entered into a Lease Termination Agreement (the
Termination Agreement) to terminate the Lease effective as of the
closing of the sale of the Leased Properties to the Leased
Portfolio Sale Agreement. to the Termination Agreement, (i)the
Lease and the other related documents will be terminated, (ii)the
Landlords and the Tenant shall be fully relieved of and released
from all obligations and liabilities that each had to the other
under the Lease and related documents and (iii)the Landlords
security interest in the Tenant Property (as defined in the
Lease) shall terminate, effective as of the closing of the sale
of the Leased Properties to the Leased Portfolio Sale Agreement.
to the terms of the Termination Agreement, the Tenant shall pay
the Landlords a $16 million fee as consideration for the
termination of the Lease and related documents. The Lease was
entered into on June30, 2014 between the Landlords and Tenant,
with an initial term expiring June30, 2029. The Termination
Agreement and the Leased Portfolio Sale Agreement are each
conditioned upon one another.
The Managed Portfolio Sale
On August2, 2017, certain of the Companys indirect wholly owned
subsidiaries, as sellers, entered into two Purchase and Sale
Agreements with GAHC4 Central Florida Senior Housing Portfolio,
LLC, as buyer, with respect to the Managed Properties (together,
the Managed Portfolio Sale Agreements). to the Managed Portfolio
Sale Agreements, as amended, the diligence period expired on
September22, 2017 for all but one of the Managed Properties and
on September30, 2017 for the remaining property. The Managed
Portfolio Sale Agreements are subject to customary closing
conditions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain items in this Current Report may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
not historical facts. They represent managements current
expectations regarding future events and are subject to a number
of trends and uncertainties, many of which are beyond our
control, that could cause actual results to differ materially
from those described in the forward-looking statements.
Accordingly, you should not place undue reliance on any
forward-looking statements contained herein. For a discussion of
some of the risks and important factors that could affect such
forward-looking statements, see the sections entitled Risk
Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations in the Companys annual and
quarterly reports filed with the Securities and Exchange
Commission, which are available on the Companys
website (www.newseniorinv.com). New risks and uncertainties
emerge from time to time, and it is not possible for the Company
to predict or assess the impact of every factor that may cause
its actual results to differ from those contained in any
forward-looking statements. Any of these risks could impact the
ability to complete the Transactions on the terms and within the
timeframe described herein. Forward-looking statements contained
herein speak only as of the date of this Current Report, and the
Company expressly disclaims any obligation to release publicly
any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Companys
expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.
This Current Report, including the exhibit attached hereto, is
being furnished and shall not be deemed to be 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, nor shall it be incorporated by reference into any
of the Companys filings under the Securities Act of 1933, as
amended, or the Exchange Act, unless expressly set forth as being
incorporated by reference into such filing.
Item 8.01 |
(d) |
Exhibits. The following exhibits are being filed herewith: |
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99.1 |
Press Release, dated October 5, 2017. |
EXHIBIT INDEX
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99.1 |
Press Release, dated October5, 2017. |
New Senior Investment Group Inc. ExhibitEX-99.1 2 d411274dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Contact: David Smith 212-515-7783 NEW SENIOR ANNOUNCES $296 MILLION OF ASSET SALES UNDER CONTRACT NEW YORK October 5,…To view the full exhibit click here
About New Senior Investment Group Inc. (NYSE:SNR)
New Senior Investment Group Inc. is a real estate investment trust (REIT) with a diversified portfolio of senior housing properties located across the United States. The Company conducts its business through two segments: Managed Properties and Triple Net Lease Properties. Under its Managed Properties segment, the Company operates approximately 100 properties under property management agreements with the Property Managers. Under its Triple Net Lease Properties segment, the Company leases over 60 of its properties under approximately four triple net master leases. The Managed Properties consist of over 50 independent living facilities (IL-only) and approximately 40 properties with a combination of assisted living/memory care (AL/MC) facilities. The Triple Net Lease Properties consist of over 50 IL-only properties, approximately five rental continuing care retirement communities (CCRC) properties and over one AL/MC property.