8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2017

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36181	46-3999490
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

905 Calle Amanecer, Suite 300, San Clemente, CA	92673
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 542-3130

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On May 8, 2017, CareTrust REIT, Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiaries CTR Partnership, L.P. and a corporate co-issuer, CareTrust Capital Corp. (together, the “Issuers”) intend to offer, subject to market and other conditions, $300.0 million in aggregate principal amount of unsecured senior notes due 2025 (the “New Notes”) in an underwritten public offering. The Company intends to use a portion of the net proceeds from the offering of the New Notes to pay the redemption price and related expenses, for the Redemption (as defined below). The Company intends to use any remaining net proceeds to repay borrowings outstanding under its revolving credit facility and for general corporate purposes, including acquisitions.

On May 8, 2017, the Issuers gave conditional notice of optional full redemption pursuant to the Indenture, dated as of May 30, 2014 (as amended, supplemented, or otherwise modified, the “Indenture”), by and among the Issuers, the guarantors party thereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), that, subject to the satisfaction of specified conditions precedent, the Company has elected to redeem (the “Redemption”), on June 7, 2017 (the “Redemption Date”) all of the outstanding 5.875% Senior Notes due 2021 (the “2021 Notes”).

The redemption price with respect to any redeemed 2021 Note will be equal to 102.938% of the principal amount of such 2021 Note, plus accrued and unpaid interest thereon up to, but not including, the Redemption Date. The Redemption is subject to and conditioned upon the Issuers deposit with the Trustee of funds from one or more debt financing transactions in an amount sufficient to pay the redemption price plus accrued and unpaid interest thereon up to, but not including, the Redemption Date (the “Financing Condition”). The Redemption will not occur in the event that the Financing Condition has not been satisfied or waived by the Issuers.

A copy of the press release and the conditional notice of optional full redemption is furnished with this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

This Current Report on Form 8-K does not constitute an offer to sell, the solicitation of an offer to buy, an offer to purchase or a solicitation of an offer to sell any securities, including the New Notes or the 2021 Notes, nor shall it constitute an offer, solicitation, sale or purchase in any jurisdiction in which such offer, solicitation, sale or purchase is unlawful. This Current Report on Form 8-K does not constitute a notice of redemption under the Indenture.

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and those regarding the Company’s and the Issuers’ intent, belief or expectations, including, but not limited to,

statements regarding: the intention to consummate the offering of the New Notes and the Redemption. These statements are based on the Company’s and the Issuers’ current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company and the Issuers believe that the assumptions underlying the forward-looking statements are reasonable, it can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s and the Issuers’ expectations include, but are not limited to their ability to consummate the offering of the New Notes or meet the Financing Condition and any additional factors identified in the Company’s filings with the Securities and Exchange Commission, including those in its Annual Report on Form 10-K for the year ended December 31, 2016 under the heading entitled “Risk Factors.” The Company and the Issuers expressly disclaim any obligation to update or revise any information in this Current Report on Form 8-K, including forward-looking statements, whether to reflect any change in their expectations, any change in events, conditions or circumstances, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of the Company related to the New Notes offering issued May 8, 2017.
99.2	Conditional Notice of Optional Full Redemption related to the 2021 Notes issued May 8, 2017.

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.

Date: May 8, 2017	CARETRUST REIT, INC.
	By:	/s/ William M. Wagner
		William M. Wagner
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Company related to the New Notes offering issued May 8, 2017.
99.2	Conditional Notice of Optional Full Redemption related to the 2021 Notes issued May 8, 2017.

EX-99.1

Exhibit 99.1

CareTrust REIT, Inc. Announces Launch of Offering of $300.0 Million of Senior Notes due 2025

San Clemente, CA, May 8, 2017 — CareTrust REIT, Inc. (Nasdaq: CTRE) (“CareTrust REIT”) announced today that its wholly owned subsidiaries CTR Partnership, L.P. and a corporate co-issuer, CareTrust Capital Corp. (together, the “Issuers”), intend to offer, subject to market and other conditions, $300.0 million aggregate principal amount of unsecured senior notes due 2025 (the “New Notes”) in an underwritten public offering. CareTrust REIT intends to use a portion of the net proceeds from the offering of the New Notes to pay the redemption price and related expenses to redeem all of the Issuers’ 5.875% Senior Notes due 2021 (the “2021 Notes”). CareTrust REIT intends to use any remaining net proceeds to repay borrowings outstanding under its revolving credit facility and for general corporate purposes, including acquisitions.

KeyBanc Capital Markets Inc., BMO Capital Markets Corp. and Barclays Capital Inc. are acting as joint book-running managers for the offering of the New Notes.

The New Notes are being offered pursuant to an effective automatic shelf registration statement on Form S-3 on file with the Securities and Exchange Commission (the “SEC”). The offering may only be made by means of a prospectus supplement and the accompanying prospectus. A copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained by visiting EDGAR on the SEC website at www.sec.gov or by contacting KeyBanc Capital Markets Inc. at (888) 539-1057 (toll free); BMO Capital Markets Corp. (212) 702-1882 and Barclays Capital Inc. at (888) 603-5847 (toll free).

This press release does not constitute an offer to sell, the solicitation of an offer to buy, an offer to purchase or a solicitation of an offer to sell any securities, including the New Notes or the 2021 Notes, nor shall it constitute an offer, solicitation, sale or purchase in any jurisdiction in which such offer, solicitation, sale or purchase is unlawful.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and those regarding CareTrust REIT’s intent, belief or expectations, including, but not limited to, statements regarding the intention to consummate the offering of the New Notes and the redemption of the 2021 Notes. These statements are based on CareTrust REIT’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although CareTrust REIT believes that the assumptions underlying the forward-looking statements are reasonable, it can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on CareTrust REIT’s expectations include, but are not limited to its ability to consummate the offering of the New Notes or the redemption of the 2021 Notes and any additional factors identified in CareTrust REIT’s filings with the Securities and Exchange Commission, including those in its Annual Report on Form 10-K for the year ended December 31, 2016 under the heading entitled “Risk Factors.” CareTrust REIT expressly disclaims any obligation to update or revise any information in this press release, including forward-looking statements, whether to reflect any change in its expectations, any change in events, conditions or circumstances, or otherwise.

1

As used in this press release, unless the context requires otherwise, references to “CareTrust REIT” refer to CareTrust REIT, Inc. and its consolidated subsidiaries.

About CareTrust^TM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 158 net-leased healthcare properties and three operated seniors housing properties in 21 states, CareTrust REIT is pursuing opportunities across the nation to acquire properties that will be leased to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses.

CareTrust REIT, Inc.

(949) 542-3130

ir@caretrustreit.com

2

EX-99.2

Exhibit 99.2

CONDITIONAL NOTICE OF OPTIONAL FULL REDEMPTION

CTR PARTNERSHIP, L.P.

CARETRUST CAPITAL CORP.

5.875% Senior Notes due 2021

CUSIP: 126458 AB4

CONDITIONAL NOTICE IS HEREBY GIVEN pursuant to Section 3.03 of the Indenture, dated as of May 30, 2014 (as amended, supplemented, or otherwise modified, the “Indenture”), by and among CTR Partnership, L.P. and CareTrust Capital Corp., as Issuers (the “Issuers”), the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee” and the “Paying Agent”), that, subject to the satisfaction of the Condition (as defined below), all of the Issuers’ outstanding 5.875% Senior Notes due 2021 (the “Notes”) have been selected for Optional Redemption pursuant to Article 3 of the Indenture and Section 5 of the Notes on June 7, 2017 (the “Redemption Date”) at the price listed below of the principal amount (the “Redemption Price”) together with accrued and unpaid interest, if any, to, but not including, the Redemption Date.

*CUSIP	Maturity	Rate			Principal Amount		Redemption Price
126458 AB4	June 1, 2021		5.875	%	$	260,000,000		102.938	%

The Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. Surrender thereof can be made to the Paying Agent in the following manner:

If by Registered/Certified Mail: Wells Fargo Bank, National Association 600 South 4th Street, 7th Floor MAC Mail N9300-070 Minneapolis, MN 55415 USA Attn: Corporate Trust Services If by Mail or Courier Service: Wells Fargo Bank, National Association 600 South 4th Street, 7th Floor MAC Mail N9300-070 Minneapolis, MN 55415 USA Attn: Corporate Trust Services If by Hand: Wells Fargo Bank, National Association 600 South 4th Street, 7th Floor MAC Mail N9300-070 Minneapolis, MN 55415 USA Attn: Corporate Trust Services

Unless the Issuers default in paying the Redemption Price on the Redemption Date or the Condition is not satisfied and the Notes are not redeemed, interest on the principal amount designated to be redeemed shall cease to accrue on and after the Redemption Date, and the only remaining right of the Holders is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed.

IMPORTANT CONDITION

Notwithstanding any other provision contained herein, the redemption of the Notes contemplated by this notice is subject to and conditioned upon the Condition (defined below) having occurred on or prior to the Redemption Date or having been otherwise satisfied or having been waived by the Issuers. In the Issuers’ sole discretion, the Redemption Date may be delayed until such time as the Condition shall be satisfied or waived by the Issuers in their sole discretion, or the redemption may not occur and the Issuers may rescind this notice in the event that the Condition shall not have been satisfied or waived by the Issuers in their sole discretion by the Redemption Date, or the Redemption Date so delayed.

The Condition is for the Issuers sole benefit and may be asserted by the Issuers, in their sole discretion, regardless of the circumstances giving rise to any such Condition (including any action or inaction on the part of the Issuers). The Issuers will have the right (but not the obligation) to waive the Condition and to redeem the Notes. The Issuers also have the right to determine whether or not the Condition is satisfied and to terminate this conditional notice of optional full redemption if the Condition is not satisfied. The Issuers’ decision as to whether or not the Condition is satisfied will be final and binding, and the Trustee will have no right to disagree with the Issuers’ conclusions.

As used herein, “Condition” means the Issuers deposit with the Trustee of funds from one or more debt financing transactions in an amount sufficient to pay the Redemption Price and accrued and unpaid interest, if any, to, but not including, the Redemption Date.

IMPORTANT NOTICE

Payments on the Notes in connection with the redemption may be subject to information reporting. In addition, such amounts may be subject to U.S. federal backup withholding tax if a U.S. holder fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable certification requirements. U.S. holders redeeming Notes pursuant to the redemption should complete an IRS Form W-9 (available on the IRS website at www.irs.gov) and provide it together with the Notes being surrendered. A non-U.S. holder not otherwise subject to U.S. federal income or withholding tax may nonetheless be subject to U.S. federal backup withholding tax with respect to payments on the Notes in connection with the redemption, unless the non-U.S. holder provides an applicable IRS Form W-8 (available on the IRS website at www.irs.gov) or otherwise establishes an exemption from backup withholding.

*None of the Trustee, Issuers or the Guarantors shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to their correctness or accuracy as listed in the redemption notice or printed in the Notes. It is included solely for convenience of the Holders. The Trustee is not responsible for any of the statements in this Notice, all of which should be deemed to be made exclusively by the Issuers.

	By CTR Partnership, L.P.
Dated: May 8, 2017	CareTrust Capital Corp.