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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 
 
 
 

FORM 8-K
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2017  
 
 
 
 
 
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)  
 
 
 
 
 
 
 
 
Maryland
001-36181
46-3999490
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

Registrant’s telephone number, including area code: (949) 542-3130
 
 
 
905 Calle Amanecer, Suite 300,
San Clemente, CA
92673
(Address of principal executive offices)
(Zip Code)
Not Applicable
(Former name or former address, if changed since last report.)
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐
 
 
 
 
 






Item 7.01
Regulation FD Disclosure

On October 3, 2017, CareTrust REIT, Inc. (the “Company”) issued three press releases announcing the completion of three acquisitions. Copies of these press releases are furnished with this Current Report on Form 8-K as Exhibits 99.1, 99.2, and 99.3 respectively, and are incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01. Other Items.

On October 1, 2017, the Company, through its operating partnership, CTR Partnership, L.P. (the “Operating Partnership”), completed three acquisitions involving thirteen healthcare facilities located in Idaho, Virginia and Washington.

In the first transaction, the Operating Partnership acquired seven skilled nursing facilities in Idaho in a two-step acquisition. These facilities were acquired for approximately $65.5 million ($29.9 million of which related to the three facilities acquired in the first phase of the closing completed on September 1, 2017), inclusive of transaction costs. In connection with this acquisition, the Operating Partnership amended its existing triple-net master lease with affiliates of Cascadia Healthcare, LLC.  This amended lease is scheduled to generate additional annual cash rent of approximately $5.92 million.
In the second transaction, the Operating Partnership acquired three seniors housing communities in Virginia. These communities were acquired for approximately $18.2 million, inclusive of transaction costs. In connection with this acquisition, the Operating Partnership amended its existing triple-net master lease with affiliates of Twenty/20 Management, Inc. This amended lease is scheduled to generate additional annual cash rent of approximately $1.54 million.
In the third transaction, the Operating Partnership acquired three skilled nursing facilities in Washington. These facilities were acquired for approximately $12.2 million, inclusive of transaction costs. In connection with this acquisition, the Operating Partnership amended its existing triple-net master lease with affiliates of Five Oaks Healthcare, LLC. This amended lease is scheduled to generate additional annual cash rent of approximately $1.14 million.
Each of the transactions was funded using the Company’s $400 million unsecured revolving credit facility.

Item 9.01. Financial Statements and Exhibits.

 
(d)
Exhibits.
 
 
 
 
Exhibits
  
Description
 
 
  
 
 
 
 
 
 
  







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
Date: October 3, 2017
 
CARETRUST REIT, INC.
 
 
 
 
 
 
By:
/s/ William M. Wagner
 
 
 
 
William M. Wagner
 
 
 
Chief Financial Officer and Treasurer



Exhibit


Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11824138&doc=5
10/03/17
CareTrust REIT Completes Seven-Facility Skilled Nursing Portfolio Acquisition in Idaho
SAN CLEMENTE, Calif., Oct. 03, 2017 (GLOBE NEWSWIRE) -- CareTrust REIT, Inc. (NASDAQ:CTRE) announced today that it completed the second phase of its two-stage acquisition of a seven-facility Idaho skilled nursing portfolio. The purchase was part of a series of acquisitions involving 13 skilled nursing facilities in Washington, Texas and Idaho that were formerly operated by affiliates of Kindred Healthcare, Inc. The four Idaho facilities, as well as the three previously acquired on September 1, 2017, were added to CareTrust REIT's existing master lease with affiliates of Cascadia Healthcare, LLC.
“We are grateful for the confidence that the other parties in this complex, multi-party transaction placed in us to get our portion of this 89-facility portfolio acquisition closed,” said Mark Lamb, CareTrust REIT’s Director of Investments. Owen Hammond, Cascadia's co-founder and chief executive officer, remarked, “We are excited to continue and build upon Kindred’s legacy of operational excellence, and thrilled to have such a pragmatic, operator-focused real estate partner in CareTrust REIT.”
The seven-facility, 571-bed Idaho portfolio includes Kindred Nursing and Rehabilitation - Caldwell in Caldwell, renamed Caldwell Care of Cascadia, Kindred Nursing and Rehabilitation - Canyon West in Caldwell, renamed Canyon West of Cascadia, Kindred Nursing and Rehabilitation - Mountain Valley in Kellogg, renamed Mountain Valley of Cascadia, Kindred Transitional Care and Rehabilitation - Lewiston in Lewiston, renamed Lewiston Transitional Care of Cascadia, Kindred Nursing and Rehabilitation - Aspen Park in Moscow, renamed Aspen Park of Cascadia, Kindred Nursing and Rehabilitation - Nampa in Nampa, renamed The Orchards of Cascadia, and Kindred Nursing and Rehabilitation - Weiser in Weiser, renamed Weiser Care of Cascadia.
Mr. Hammond noted that Cascadia's relationship with CareTrust REIT now covers eleven facilities across Idaho, Oregon and Washington, with two additional facilities in development. The amended Cascadia master lease has a remaining initial term of approximately 13.5 years, with two five-year renewal options and CPI-based rent escalators.
CareTrust REIT also announced today that it acquired three former Kindred skilled nursing facilities in Washington which were added to CareTrust REIT’s existing master lease with affiliates of Five Oaks Healthcare, LLC, and three seniors housing communities in Virginia which were added to CareTrust REIT’s existing master lease with affiliates of Twenty/20 Management, Inc. The aggregate purchase price for the three transactions was approximately $95.8 million, inclusive of transaction costs and the $29.9 million previously paid on the first stage of the Idaho transaction. The investments are expected to generate additional annual cash rent of approximately $8.6 million, and were funded using CareTrust REIT's $400 million unsecured revolving credit facility.
About CareTrust REITTM  
CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 181 net-leased healthcare properties and three operated seniors housing properties in 23 states, CareTrust REIT is pursuing opportunities nationwide to acquire additional properties that will be leased to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses. More information about CareTrust REIT is available at www.caretrustreit.com.
Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com



Exhibit


Exhibit 99.2
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11824138&doc=5
10/03/17
CareTrust REIT Expands Virginia Seniors Housing Portfolio
SAN CLEMENTE, Calif., Oct. 03, 2017 (GLOBE NEWSWIRE) -- CareTrust REIT, Inc. (NASDAQ:CTRE) announced today that it acquired three assisted living communities in Virginia. The facilities were added to CareTrust REIT's existing master lease with affiliates of Blacksburg-based Twenty/20 Management, Inc.
“We are pleased to pair these wonderfully resident-focused communities with Mike Williams and the Twenty/20 team,” said Dave Sedgwick, CareTrust REIT’s Vice President of Operations. The three-facility, 91-unit Virginia portfolio includes Amerisist of Culpeper, Amerisist of Louisa, and Amerisist of Warrenton.
Mike Williams, Twenty/20’s Chief Executive Officer, added, “We are excited to expand our presence with these three beautiful facilities, and remain committed to providing quality care to the residents and communities they serve.” He noted that Twenty/20's relationship with CareTrust REIT now covers five properties in Virginia. The amended Twenty/20 master lease has a remaining initial term of approximately 13 years, with two five-year renewal options and CPI-based rent escalators.
CareTrust REIT also announced today that it acquired four former Kindred facilities in Idaho in the second step of a previously announced seven-facility transaction, and added them to CareTrust REIT’s existing master lease with affiliates of Cascadia Healthcare, LLC, as well as three former Kindred skilled nursing facilities in Washington which were added to CareTrust REIT’s existing master lease with affiliates of Five Oaks Healthcare, LLC. The aggregate purchase price for the three transactions was approximately $95.8 million, inclusive of transaction costs and the $29.9 million previously paid on the first stage of the Idaho transaction. The investments are expected to generate additional annual cash rent of approximately $8.6 million, and were funded using CareTrust REIT's $400 million unsecured revolving credit facility.
About CareTrust REITTM  
CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 181 net-leased healthcare properties and three operated seniors housing properties in 23 states, CareTrust REIT is pursuing opportunities nationwide to acquire additional properties that will be leased to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses. More information about CareTrust REIT is available at www.caretrustreit.com.
Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com



Exhibit


Exhibit 99.3
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11824138&doc=5
10/03/17
CareTrust REIT Expands its Washington Portfolio
SAN CLEMENTE, Calif., Oct. 03, 2017 (GLOBE NEWSWIRE) -- CareTrust REIT, Inc. (NASDAQ:CTRE) announced today that it acquired three skilled nursing facilities in Washington. The purchase was part of a series of acquisitions involving 13 skilled nursing facilities in Washington, Texas and Idaho that were formerly operated by affiliates of Kindred Healthcare, Inc. The Washington facilities were added to CareTrust REIT's existing master lease with affiliates of Five Oaks Healthcare, LLC.
“We are pleased to have had the chance to prove our value as a trusted partner in this complex, multi-state, multi-party series of transactions,” said Mark Lamb, CareTrust REIT’s Director of Investments. The deals were part of a larger set of transactions involving 89 former Kindred skilled nursing facilities.
The three-facility, 268-bed Washington portfolio includes Kindred Nursing and Rehabilitation in Arden, Kindred Transitional Care and Rehabilitation in Lakewood and Kindred Transitional Care and Rehabilitation in Vancouver.
Brian Newberry, Five Oaks’ co-founder and president, remarked, “We are excited to grow in these wonderful communities, and look forward to serving our new patients and their families.” He noted that Five Oaks' relationship with CareTrust REIT now covers five properties in Washington. The amended Five Oaks master lease has a remaining initial term of approximately 13 years, with two five-year renewal options and CPI-based rent escalators.
CareTrust REIT also announced today that it acquired four former Kindred facilities in Idaho in the second step of a previously announced two-stage, seven-facility transaction, and added them to CareTrust REIT’s existing master lease with affiliates of Cascadia Healthcare, LLC, as well as three seniors housing communities in Virginia which were added to CareTrust REIT’s existing master lease with affiliates of Twenty/20 Management, Inc. The aggregate purchase price for the three transactions was approximately $95.8 million, inclusive of transaction costs and the $29.9 million previously paid on the first stage of the Idaho transaction. The investments are expected to generate additional annual cash rent of approximately $8.6 million, and were funded using CareTrust REIT's $400 million unsecured revolving credit facility.
About CareTrust REITTM  
CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 181 net-leased healthcare properties and three operated seniors housing properties in 23 states, CareTrust REIT is pursuing opportunities nationwide to acquire additional properties that will be leased to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses. More information about CareTrust REIT is available at www.caretrustreit.com.
Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com