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): October 1, 2015

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)	(IRS Employer Identification No.)

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

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

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))

Item 2.01.Completion of Acquisition or Disposition of Assets.

On October 1, 2015, CTR Partnership, L.P., a subsidiary of CareTrust REIT, Inc. (the “Company”), completed the acquisition, pursuant to the Purchase and Sale Agreement and Joint Escrow Instructions (as amended on July 30, 2015, the “Purchase and Sale Agreement”) with affiliates of Liberty Nursing Centers (each of which is identified in the Purchase and Sale Agreement) of a 14-facility skilled nursing and assisted living portfolio for approximately $177 million, inclusive of estimated transaction costs (the “Liberty Acquisition”). The facilities acquired in the Liberty Acquisition are located throughout Ohio and collectively include 1,102 skilled nursing facility beds, 100 assisted living facility units and 56 independent living facility units available for occupancy.

The properties acquired in the Liberty Acquisition will be operated under a long-term, triple-net lease (the “Master Lease”), dated July 30, 2015, with affiliates of Pristine Senior Living, LLC (“Pristine”). The tenants’ obligations under the Master Lease are guaranteed by Pristine and two of its principals pursuant to a Guaranty of Master Lease, dated July 30, 2015 (the “Guaranty”).

The foregoing descriptions of the Liberty Acquisition and the transactions related thereto are qualified in their entirety by reference to the Purchase and Sale Agreement, the Master Lease, and the Guaranty, copies of which were filed as Exhibits 10.1-10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 10, 2015, which are incorporated herein by reference.

Item 8.01. Other Events.

On October 1, 2015, the Company issued a press release announcing completion of the Liberty Acquisition, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file, by amendment to this Form 8-K, any financial statements required by Item 9.01(a), no later than 71 days after October 7, 2015.

(b) Pro Forma Financial Information.

The Company intends to file, by amendment to this Form 8-K, any pro forma financial information required by Item 9.01(b), no later than 71 days after October 7, 2015.

(d) Exhibits.

The following exhibits are furnished with this report:

Exhibit Number	Description
99.1	Press Release, dated October 1, 2015.

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: October 27, 2015	CARETRUST REIT, INC.
	By:	/s/ Gregory K. Stapley
		Gregory K. Stapley
		President, Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated October 1, 2015.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CareTrust REIT Completes Acquisition of 14-Facility Liberty Portfolio

SAN CLEMENTE, Calif., Oct. 1, 2015 (GLOBE NEWSWIRE) -- CareTrust REIT, Inc. (NASDAQ:CTRE) today confirmed that it has completed its previously-announced asset acquisition of a multi-facility skilled nursing and seniors housing portfolio in Ohio. The Liberty Healthcare portfolio includes 1,102 operating skilled nursing beds and 156 assisted and independent living units in 14 locations, all of which will be leased to Pristine Senior Living, LLC. Concurrently with the sale, Liberty also transferred its leasehold in a 15th location to Pristine.

The Liberty portfolio acquisition and the new, triple-net master lease with Pristine Senior Living, LLC are effective as of October 1, 2015. The purchase price, inclusive of estimated transaction costs, was approximately $177 million, with initial annual rental revenue of approximately $17.0 million to CareTrust under the terms of the master lease, which carries an initial term of 15 years with two five-year renewal options and CPI-based rent escalators.

"We couldn't be more pleased to be partnering with the outstanding and well-respected Pristine team to acquire these assets," remarked Greg Stapley, CareTrust's Chairman & Chief Executive Officer. "Making sure our assets are in highly-competent and caring operating hands is a top priority," he said. "Pristine checks all the boxes and more," he added, "and we look forward to further growth with them in the future."

Chris Cook, Pristine's founder and Chief Executive Officer, and a 25-year veteran of the post-acute care industry, said, "We are proud to partner with CareTrust, an organization that shares our commitment to the highest quality of care. We are thrilled to be growing both our organization and our partnership with CareTrust, in a way that allows us to focus on achieving quality clinical outcomes for our patients and residents."

Bill Wagner, CareTrust's Chief Financial Officer, noted that the Liberty acquisition significantly diversifies the tenant concentration in the company's existing investment portfolio. "This acquisition moves our former parent and principal tenant The Ensign Group, Inc. from approximately 84% of revenues to under 67% of run-rate revenues, while adding another high-quality operator in Pristine," he said. "We believe that as we continue to expand and diversify our base of top-flight tenants, invest in quality assets and generate superior risk-adjusted returns, the capital markets will reward us with lower costs of capital and more opportunities to grow," he added. Mr. Wagner cited the recent changes by both Moody's and Standard & Poor's of their respective credit outlooks on CareTrust from "stable" to "positive" as evidence of the market's appreciation for the company's steady growth to date and accompanying improvements to its balance sheet.

Mr. Stapley reaffirmed that CareTrust continues to seek compelling opportunities nationwide to grow its expanding portfolio of skilled nursing and seniors housing assets. He also affirmed that the company continues to focus on operator quality as well as asset quality in evaluating potential investments, and the company continues to have a robust and active acquisition pipeline.

About Pristine Senior Living

Pristine Senior Living is focused on operating seniors housing and post-acute care facilities. The company's principals and senior management team have extensive operations and ownership experience, including previous operation of a 23-facility portfolio with annual revenues of approximately $130 million.

About CareTrust^TM 

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust that is engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 119 net-leased healthcare properties and three operated seniors housing properties in fifteen states, CareTrust is pursuing opportunities nationwide to acquire additional 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. More information about CareTrust is available at www.caretrustreit.com.

Contact Information

CareTrust REIT, Inc. (949) 542-3130, ir@caretrustreit.com

SOURCE: CareTrust REIT, Inc.