Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H9xPW3uo5HF/0O9CjKjvZsfhYVxqs1pdMvrxzASff9L+sUf/mA2O2OQ+Krbqeg6N EKFzqxptApQybPiy94rSWw== 0001193125-08-118065.txt : 20080519 0001193125-08-118065.hdr.sgml : 20080519 20080519124200 ACCESSION NUMBER: 0001193125-08-118065 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080519 DATE AS OF CHANGE: 20080519 GROUP MEMBERS: GOLDENTREE ASSET MANAGEMENT LLC GROUP MEMBERS: STEVEN A. TANANBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Care Investment Trust Inc. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82950 FILM NUMBER: 08844484 BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-771-0505 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDENTREE ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001278951 IRS NUMBER: 134118850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128473500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Care Investment Trust Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

141657106

(CUSIP Number)

George Travers

GoldenTree Asset Management LP

300 Park Avenue, 21^st Floor

New York, NY 10022

(212) 847-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

David K. Boston, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

May 19, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 141657106		Page 2 of 10 Pages


1	NAME OF REPORTING PERSON GOLDENTREE ASSET MANAGEMENT LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 5,959,801
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 5,959,801


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,959,801
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.32%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA


CUSIP No. 141657106		Page 3 of 10 Pages


1	NAME OF REPORTING PERSON GOLDENTREE ASSET MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 5,959,801
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 5,959,801


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,959,801
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.32%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 141657106		Page 4 of 10 Pages


1	NAME OF REPORTING PERSON STEVEN A. TANANBAUM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 5,959,801
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 5,959,801


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,959,801
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.32%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 5 of 10 Pages

This statement on Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Care Investment Trust Inc., a Maryland corporation (the “Company”). This Schedule 13D supersedes the information provided by the Reporting Persons (as defined below) in the statement on Schedule 13G previously filed by the Reporting Persons with respect to the Common Stock on July 10, 2007, as amended by Amendment No. 1 thereto filed on September 10, 2007 and Amendment No. 2 thereto filed on February 14, 2008.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Common Stock and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. The address of the principal executive offices of the Company is 505 Fifth Avenue, 6^th Floor, New York, New York 10017.

Item 2. Identity and Background.

(a) This statement is filed by:

(i) GoldenTree Asset Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (the “Investment Manager”), with respect to shares of Common Stock held in the respective accounts of the Funds (as defined below);

(ii) GoldenTree Asset Management LLC, a Delaware limited liability company (“IMGP”), with respect to shares of Common Stock held in the Funds’ respective accounts; and

(iii) Mr. Steven A. Tananbaum (“Mr. Tananbaum”) with respect to shares of Common Stock held in the Funds’ respective accounts.

The Investment Manager, IMGP and Mr. Tananbaum are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The address of the principal business office of each of the Reporting Persons is 300 Park Avenue, 21^st Floor, New York, N.Y. 10022.

(c) The principal business of the Investment Manager is to serve as the investment manager of certain investment funds (the “Funds”), with respect to shares of Common Stock held in such Funds’ respective accounts. The principal business of IMGP is to serve as the general partner of the Investment Manager. The principal business of Mr. Tananbaum is to serve as the senior managing member of IMGP.

Page 6 of 10 Pages

(d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or managing members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons nor, to the best of their knowledge, any of their directors, executive officers, general partners or managing members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Tananbaum is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The Funds expended an aggregate of approximately $76,658,126 of their own investment capital to acquire the 5,959,801 shares of Common Stock held collectively by them.

The Funds may effect purchases of securities primarily through margin accounts maintained for them with Goldman, Sachs & Co., Bank of America, Lehman Brothers and Morgan Stanley, which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Common Stock subject to this Schedule 13D for investment purposes. Each of the Reporting Persons may, and may cause the Funds to, at any time and from time to time make further acquisitions of Common Stock or dispose of any or all of the shares of Common Stock held by them in any manner permitted by applicable securities laws and the Company’s Amended and Restated Articles of Incorporation.

On May 19, 2008, the Investment Manager sent a letter to the Board of Directors of the Company, expressing concern regarding the current strategic direction of the Company and the steep discount to book value at which the Common Stock is trading. In the letter, the Investment Manager urges the Company promptly to engage an investment bank to sell the Company. The Investment Manager firmly believes that this is the best path to maximizing value for all shareholders. A copy of the letter is attached to this Schedule 13D as Exhibit 99.2 and is incorporated herein by reference in its entirety.

Page 7 of 10 Pages

The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Company, on an ongoing basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of the Company in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Company as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of the Instructions to Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as the acquisition or disposition by the Reporting Persons or other persons of shares of Common Stock, acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Company’s capitalization.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters.

Item 5. Interest in Securities of the Issuer.

(a) As of the close of business on May 16, 2008, the Reporting Persons each beneficially own 5,959,801 shares of Common Stock, representing approximately 28.32% of the shares of Common Stock outstanding. The percentages used herein are based upon 21,046,323 shares of Common Stock reported to be outstanding as of April 28, 2008 by the Company in its Proxy Statement on Schedule 14A for the annual meeting of stockholders to be held on June 3, 2008, filed with the Securities and Exchange Commission on April 29, 2008.

(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to dispose or direct the disposition of shares of Common Stock.

(i) As the investment manager to the Funds, the Investment Manager has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 5,959,801 shares of Common Stock held by the Funds, constituting approximately 28.32% of such class of securities;

(ii) As the general partner of the Investment Manager, IMGP has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 5,959,801 shares of Common Stock held by the Funds, constituting approximately 28.32% of such class of securities; and

Page 8 of 10 Pages

(iii) As the senior managing member of IMGP, Mr. Tananbaum has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 5,959,801 shares of Common Stock held by the Funds, constituting approximately 28.32% of such class of securities.

(c) There have been no transactions in the Common Stock effected during the past 60 days by any person named in Item 2 hereof.

(d) Other than the Funds which directly hold the Common Stock, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. As of the date of this Schedule 13D, each of the following Funds holds in its respective accounts shares representing more than five percent of the outstanding Common Stock:

GoldenTree Credit Opportunities Financing I, Ltd.: 8.37%

GoldenTree Master Fund, Ltd.: 11.32%

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement on Schedule 13D, and any amendment or amendments hereto.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such persons and any other person with respect to any securities of the Company.

Page 9 of 10 Pages

Item 7. Material to be filed as Exhibits.

1.	Exhibit 99.1 - Joint Filing Agreement, dated as of May 19, 2008, by and among the Reporting Persons.

2.	Exhibit 99.2 - Letter from GoldenTree Asset Management LP to the Board of Directors of Care Investment Trust Inc., dated May 19, 2008.

Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: May 19, 2008


By:		/s/ Steven A. Tananbaum
		Steven A. Tananbaum, individually and as senior managing member of GoldenTree Asset Management LLC for itself and as the general partner of GoldenTree Asset Management LP

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: May 19, 2008

/s/ Steven A. Tananbaum

Steven A. Tananbaum, individually and as senior managing member of GoldenTree Asset Management LLC for itself and as the general partner of GoldenTree Asset Management LP

EX-99.2 3 dex992.htm LETTER FROM GOLDENTREE ASSET MANAGEMENT LP TO THE BOARD OF DIRECTORS Letter from GoldenTree Asset Management LP to the Board of Directors

Exhibit 99.2

[GoldenTree Letterhead]

May 19, 2008

VIA ELECTRONIC AND OVERNIGHT MAIL

To the Board of Directors of Care Investment Trust Inc.:

c/o Torey Riso

Secretary and Chief Compliance Officer

Care Investment Trust Inc.

505 Fifth Avenue

9^th Floor

New York, NY 10017

GoldenTree Asset Management LP currently holds 28.32% of Care Investment Trust Inc.’s outstanding common stock. This represents the second largest shareholder position in Care. We are writing you to express our concern regarding the current strategic direction of Care and what we believe is management’s unwillingness to acknowledge that their strategic plan cannot maximize shareholder value. We firmly believe that the best path to maximizing value for all shareholders is for Care promptly to engage an investment banking firm to sell the company.

GoldenTree historically has not been an activist investor. The fact that we now feel compelled to reconsider the passive nature of our investment and actively seek a change in strategy underscores the strength of our views about the right strategy for the company and our sense that the company must act now.

By any measure, Care’s performance since its IPO in June 2007 has been disappointing. The company’s initial business plan depended on the availability of debt to finance a portfolio of mortgage loans. With the turmoil in the credit markets, Care has been unable to obtain the leverage it requires to implement this plan. When Credit Suisse’s research analyst initiated coverage of the company in August 2007, he forecast dividends of $1.15 per share in 2008 and $1.45 per share in 2009 and that the company would maintain a debt to equity ratio of 3:1. In his most recent report, the same Credit Suisse analyst estimated the 2008 dividends to be only $.65 per share, a 43% decline from his initial estimate, and the 2009 dividends to be only $.95 per share, a 35% decline. At March 31, 2008, Care’s ratio of debt to equity was merely 0.2:1. The anticipated Adjusted Funds From Operations (AFFO) represent a return on Care equity of 5% for 2008 and 7% for 2009. In contrast, we believe that healthcare and mortgage REITs are expected to have returns on equity of 15% and 17% on average, respectively, for these periods.

Not surprisingly given this performance, Care’s stock price was languishing at $11.43 per share on May 16, 2008. Clearly, the current stock price is significantly below both the $15 IPO price and the approximate $13.80 book value per share as of March 31, 2008.

Another unfortunate consequence of the failure to implement management’s business plan is that the management fee Care pays to CIT Healthcare LLC has been a huge burden on the company and its shareholders. While a management fee of 1.75% of book equity (plus 25% of FFO if ROE exceeds certain targets) would be reasonable assuming that the company had available

leverage and performed according to plan, with the fee being spread over a substantially larger base of assets, this fee is very expensive when measured against the company’s actual and anticipated performance and its resulting small asset base.

Management has responded to the company’s inability to obtain leverage by changing Care’s strategy from investing primarily in mortgage loans on healthcare facilities to taking equity positions in those facilities. After listening to management on the company’s May 15, 2008 earnings call discuss Care’s prospects, we have become even more convinced that the new strategy carries significant execution risk, will take a long time to implement, requires a degree of leverage for the business that is not available and will not produce the ROE that was expected when Care went public. Management reported on the earnings call that Care had only $8 million of free cash and no formal commitments for additional debt capacity. The market’s view of management’s strategy is reflected in the deep discount at which the stock trades to Care’s book value. In contrast to the management strategy that promises limited upside at best, we believe that a sale of the company provides the surest opportunity to maximize value for all shareholders. Care’s portfolio of investments should be attractive to other healthcare REITs. Accordingly, we urge you to retain an investment banking firm as soon as practicable to seek a buyer for Care.

We are available to meet with you at your convenience to discuss Care and the appropriate strategy.

Very truly yours,

/s/ Steven A. Tananbaum

-----END PRIVACY-ENHANCED MESSAGE-----