M&A - CareTrust REIT, Inc.

Form Type: 8-K

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125018923

Filing Summary: On May 14, 2025, CareTrust REIT, Inc. reported the completion of an acquisition of Care REIT plc, which was announced previously on March 11, 2025. This acquisition involved a cash offer made through a wholly-owned subsidiary, CR United Bidco Limited, to acquire all issued ordinary shares of Care REIT plc. The acquisition, estimated at approximately $840.5 million, includes a cash payment of 108 pence per share plus the assumption of about $245.1 million in net debt from Care REIT. The payments are to be made in British pounds sterling. The company has set aside $606.0 million in an escrow account to secure the purchase consideration, funded through cash reserves and borrowing under a revolving credit facility. The acquisition was finalized via a court-sanctioned scheme of arrangement as per the UK Companies Act.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025020832

Filing Summary: On April 29, 2025, CareTrust REIT, Inc. announced that shareholders of Care REIT plc, the target company, approved the acquisition scheme. This approval was achieved by the requisite majorities at the shareholder meetings convened for this purpose. The acquisition is being executed as a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006. Voting results are available on CareTrust's investor website.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025012013

Filing Summary: On March 11, 2025, CareTrust REIT, Inc. announced a firm intention to make a cash offer to acquire the entire issued and to be issued ordinary share capital of Care REIT plc, valued at approximately US$817 million. This acquisition will be implemented through a court-sanctioned scheme of arrangement under the UK Companies Act. Target shareholders will receive 108 pence per share, valuing existing capital at approximately US$577 million, alongside the assumption of approximately US$240 million in net debt. The completion of the acquisition is contingent on several conditions, including shareholder approval representing at least 75% of the shares voted and court sanctioning. Both companies' boards have unanimously approved the transaction, which is expected to close in the second quarter of 2025. Additionally, a co-operation agreement has been established to facilitate the acquisition process. CareTrust intends to finance this acquisition through its existing revolving credit facility. A press release was issued on the same date announcing the acquisition details.