CareTrust REIT Files Material Definitive Agreement 8-K
Ticker: CTRE · Form: 8-K · Filed: May 6, 2024 · CIK: 1590717
Sentiment: neutral
Topics: material-agreement, filing
TL;DR
CareTrust REIT signed a big deal, details TBD.
AI Summary
On May 6, 2024, CareTrust REIT, Inc. filed an 8-K report detailing a material definitive agreement. The filing does not disclose specific details of the agreement, the counterparty, or any associated financial figures within the provided text.
Why It Matters
This filing indicates a significant new agreement for CareTrust REIT, Inc., which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.
Key Players & Entities
- CareTrust REIT, Inc. (company) — Registrant
- May 6, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the material definitive agreement filed by CareTrust REIT, Inc.?
The provided filing does not specify the nature of the material definitive agreement.
Who is the counterparty to the material definitive agreement?
The filing does not disclose the identity of the other party involved in the agreement.
What is the effective date of the material definitive agreement?
The earliest event reported in the filing is May 6, 2024, which is the date of the report and the date as of which the change is reported.
Are there any financial terms or dollar amounts associated with this agreement disclosed in the filing?
No specific financial terms or dollar amounts related to the agreement are mentioned in the provided text.
What is the purpose of this 8-K filing for CareTrust REIT, Inc.?
The purpose of the 8-K filing is to report the entry into a material definitive agreement and to include financial statements and exhibits related to it.
Filing Stats: 1,730 words · 7 min read · ~6 pages · Grade level 11.6 · Accepted 2024-05-06 17:30:11
Key Financial Figures
- $0.01 — ch registered Common Stock, par value $0.01 per share CTRE The New York Stock E
- $500,000,000 — aggregate gross offering price of up to $500,000,000 (the "2024 ATM Program"). The Sales Age
- $0.9 million — gregate offering price of approximately $0.9 million were not sold under such prior equity d
Filing Documents
- ny20028445x2_8k.htm (8-K) — 36KB
- ny20028445x2_ex1-1.htm (EX-1.1) — 589KB
- ny20028445x2_ex5-1.htm (EX-5.1) — 27KB
- ny20028445x2_ex5-1img001.jpg (GRAPHIC) — 10KB
- 0001140361-24-024578.txt ( ) — 923KB
- ctre-20240506.xsd (EX-101.SCH) — 4KB
- ctre-20240506_lab.xml (EX-101.LAB) — 21KB
- ctre-20240506_pre.xml (EX-101.PRE) — 16KB
- ny20028445x2_8k_htm.xml (XML) — 4KB
01
Item 1.01 Entry into a Material Definitive Agreement. On May 6, 2024, CareTrust REIT, Inc. (the "Company") and CTR Partnership, L.P. (the "Operating Partnership") entered into a new equity distribution agreement (the "Equity Distribution Agreement") with (i) BMO Capital Markets Corp., BofA Securities, Inc., KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each a "Sales Agent" and collectively, the "Sales Agents") and (ii) Bank of Montreal, Bank of America, N.A., JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association, each as a forward purchaser (in such capacity, each a "Forward Purchaser", and collectively, the "Forward Purchasers") relating to (a) the issuance and sale by the Company to or through the Sales Agents from time to time of shares of the Company's common stock, $0.01 par value per share ("Common Stock"), and (b) the sale by the Forward Sellers (as defined below), acting as agents for the Forward Purchasers or their affiliates, of shares of Common Stock (collectively, the "Shares"), with the Shares to be sold under the Equity Distribution Agreement having an aggregate gross offering price of up to $500,000,000 (the "2024 ATM Program"). The Sales Agents, when acting in their capacity as agents for the Forward Purchasers, are referred to herein individually as a "Forward Seller" and, collectively, as the "Forward Sellers." Pursuant to the terms of the Equity Distribution Agreement, sales of the Shares under the 2024 ATM Program, if any, will be made through the Sales Agents acting as sales agent or the Forward Sellers acting as agents for the applicable Forward Purchasers, and will be made by means of ordinary brokers' transactions at
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, dated May 6, 2024, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and (i) BMO Capital Markets Corp., BofA Securities, Inc., KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC, Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC and (ii) Bank of Montreal, Bank of America, N.A., JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated and Wells Fargo Bank, National Association. 5.1 Opinion of DLA Piper LLP (US). 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the inline XBRL document).
SIGNATURES
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. CARETRUST REIT, INC. By: /s/ William M. Wagner Name: William M. Wagner Title: Chief Financial Officer and Treasurer Date: May 6, 2024