CareTrust REIT Files 8-K for Material Agreement

TL;DR

CareTrust REIT signed a big deal, filing details with SEC.

AI Summary

On January 21, 2025, CareTrust REIT, Inc. filed an 8-K report to disclose the entry into a material definitive agreement and to provide financial statements and exhibits. The filing does not contain specific details about the agreement or financial figures within the provided text.

Why It Matters

This filing indicates a significant business event for CareTrust REIT, Inc., potentially impacting its operations or financial structure.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not inherently present new risks without further details on the agreement.

Key Players & Entities

• CareTrust REIT, Inc. (company) — Registrant
• 905 Calle Amanecer, Suite 300 (location) — Principal executive offices address
• San Clemente, CA 92673 (location) — Principal executive offices city, state, zip
• January 21, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CTRE The New York Stock E
• $750,000,000 — aggregate gross offering price of up to $750,000,000 (the "January 2025 ATM Program"). The S
• $440.15 million — gregate offering price of approximately $440.15 million were not sold under such prior equity d

Filing Documents

• ny20041822x2_8k.htm (8-K) — 39KB
• ny20041822x2_ex1-1.htm (EX-1.1) — 527KB
• ny20041822x2_ex5-1.htm (EX-5.1) — 28KB
• ny20041822x2_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001140361-25-001546.txt ( ) — 856KB
• ctre-20250121.xsd (EX-101.SCH) — 4KB
• ctre-20250121_lab.xml (EX-101.LAB) — 21KB
• ctre-20250121_pre.xml (EX-101.PRE) — 16KB
• ny20041822x2_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 21, 2025, 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., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., M&T Securities, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or (except in the case of M&T Securities, Inc.) 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., Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Royal Bank of Canada, 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 $750,000,000 (the "January 2025 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 January 2025

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, dated January 21, 2025, by and among CareTrust REIT, Inc., CTR Partnership, L.P. and (i) BMO Capital Markets Corp., BofA Securities, Inc., Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., M&T Securities, Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated and Wells Fargo Securities, LLC and (ii) Bank of Montreal, Bank of America, N.A., Huntington Securities, Inc., Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., Royal Bank of Canada, 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: January 21, 2025

View Full Filing

View this 8-K filing on SEC EDGAR