CareTrust REIT, Inc. Announces Launch of Public Offering of Common Stock
In connection with the offering of shares of its common stock, the Company expects to enter into separate forward sale agreements with each of
In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the underwriters an aggregate of 10,000,000 shares of our common stock that will be sold in this offering (or an aggregate of 11,500,000 shares of common stock if the underwriters’ option to purchase additional shares of common stock is exercised in full). However, a forward purchaser (or its affiliate) is not required to borrow and sell such shares if, after using commercially reasonable efforts, such forward purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If a forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliate) did not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.
Pursuant to the terms of the forward sale agreements and any additional forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and deliver, upon physical settlement of the forward sale agreements and any additional forward sale agreements, an aggregate of 10,000,000 shares of common stock (or an aggregate of up to 11,500,000 shares of common stock if the underwriters’ option to purchase additional shares is exercised in full) to the forward purchasers. The Company expects to physically settle the forward sale agreements and any additional forward sale agreements within approximately one year from the date of the prospectus supplement relating to the offering.
The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers (or affiliates thereof). The Company intends to contribute the net proceeds received upon the settlement of the forward sale agreements (and from the sale of any shares of its common stock that the Company may sell to the underwriters in lieu of the forward purchasers (or their respective affiliates) selling shares to the underwriters) to
An automatic shelf registration statement (including prospectus) on Form S-3 relating to the public offering of the shares of common stock described above was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering of these securities may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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(949) 542-3130
ir@caretrustreit.com
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