Press release
Page 1
CareTrust REIT, Inc. Announces $817 Million Recommended CashAcquisition of Care REIT plc March 11, 2025 Conference Call Scheduled for Tuesday, March 11, 2025 at 8:00 a.m. EDT SAN CLEMENTE, Calif.--(BUSINESS WIRE)-- CareTrust REIT, Inc. (NYSE: CTRE) (“CareTrust”) announced today that it has reached an agreement with the board of directors of Care REIT plc (LON: CRT) (“Care REIT”) on the terms of a recommended cash o er to be made for the acquisition of Care REITby CR United Bidco Ltd ("Bidco"), a wholly-owned subsidiary of CareTrust (the "Acquisition"). CareTrust has agreed to pay 108 pence in cash per ordinary share of Care REIT. Based on the Sterling to Dollar exchange rate on March 10, 2025, the terms of the acquisition represent a Care REIT market capitalization of US$577 million and, together with the assumption of net debt of approximately US$240 million, represents a total purchase price of approximately US$817 million. The acquisition represents a 32.8% premium to Care REIT’s March 10, 2025 closing share price and a 28.1% premium to the volume-weighted average share price of Care REIT for the twelve-month period ended March 10, 2025. Care REIT is a UK-based real estate investment trust listed on the Main Market of the London Stock Exchange focused on investing in care homes throughout the UK. Care REIT has built an attractive and diversi ed real estate portfolio of 137 care homes, comprising approximately 7,500 operating beds leased to 15 operators across England, Scotland and Northern Ireland.All homes are subject to long-term, triple-net leases with a weighted average remaining lease term of 20 years and annual in ation-based rent escalators, most with a oor of 2% and a cap of 4%. Care REIT reported annual contractual rent of approximately US$66 million as of September 30, 2024, which represents an initial yield, based on CareTrust’s investment, of approximately 8.1%. Care REIT had also reported portfolio EBITDARM rent coverage of 2.2x for the trailing twelve month period ending on that same date. CareTrust has spent considerable time evaluating its entry into the UK market and sees attractive underlying dynamics underpinning an investment of this size at this time. CareTrust believes that the highly fragmented UK care home market is in the early innings of a demand-supply imbalance driven by an aging population with growing care needs, muted new inventory as construction and borrowing costs remain high, and tight capital availability. Against this favorable backdrop, care home operators should bene t from a diverse funding landscape of public and private sources, which CareTrust expects to lead to solid occupancy rates and operating margins. CareTrust intends to fuel growth by deepening relationships with Care REIT's existing operators, supporting existing development projects and expanding the pipeline of new investments, as well as building relationships with other operators. Commenting on this transaction, Dave Sedgwick, CareTrust’s President and Chief Executive O cer said: “We have been following the UK for some time looking for the right entry point. We believe we have found it in the Care REIT platform, which has assembled what we consider to be an excellent, diversi ed portfolio of UK assets and operator partnerships. We look forward to combining the Care REIT platform with our own and expanding our mission of growing with great operators in the UK.” The Acquisition is intended to be e ected by means of a scheme of arrangement under Part 26 of the UK Companies Act (the “ Scheme ”), meaning it is subject to court approval as well as approval by Care REIT's shareholders and the satisfaction or waiver of other ordinary conditions to closing. The transaction has been unanimously approved by the boards of directors of both CareTrust and Care REIT and is currently expected to close in the second quarter of 2025. Bidco has obtained irrevocable undertakings from Care REIT‘s directors and certain of its other shareholders to vote in favor of the Scheme in respect of, in aggregate, 12,305,991 Care REIT Shares, representing approximately 3.0%. of Care REIT's issued ordinary share capital. Piper Sandler Ltd is acting as sole nancial advisor and Jones Day is acting as legal advisor to CareTrust. 1 2
Page 2
A conference call will be held on March 11, 2025, at 8:00 a.m. Eastern Daylight Time (5:00 a.m. Paci c Time), during which CareTrust’s management will discuss the transaction and an accompanying presentation. The toll-free dial-in number is 1 (800) 715- 9871 or toll dial-in number is 1 (646) 307-1963 and the conference ID number is 1786141. To listen to the call online, or to view the accompanying presentation, please visit the Investors section of the CareTrust website at http://investor.caretrustreit.com. This call will be recorded and will be available for replay via the website for 30 days following the call. CareTrust is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net- leased properties, and a growing portfolio of quality operators leasing them, CareTrust is pursuing both external and organic growth opportunities across the United States and internationally. More information about CareTrust is available at . Care REIT plc (formerly Impact Healthcare REIT plc) acquires, renovates, extends and redevelops high quality healthcare real estate assets in the UK and leases these assets on long-term full repairing and insuring leases to high-quality established healthcare operators which o er good quality care, under leases which provide Care REIT with attractive levels of rent cover. More information about Care REIT is available at . ; Approximately 1,200 Care REIT shares (the “ Scheme Restricted Shares ”), representing about 0.0003% of the fully diluted issued ordinary share capital of Care REIT, are directly or indirectly held by, for or on behalf of Care REIT shareholders subject to economic sanctions in connection with the Russia-Ukraine con ict. Under the terms of the Scheme, the Scheme Restricted Shares will not be transferred to CareTrust and will continue to be restricted. It is proposed that Care REIT's constitution is amended to include the right for Bidco or such other person as CareTrust or Bidco may direct, following successful consummation of the Scheme, to compulsorily acquire any Scheme Restricted Shares for the same consideration per Care REIT Share as is payable pursuant to the Acquisition upon it becoming legally permissible to do so. Further details of such restrictions, and all other arrangements to be implemented in respect of Scheme Restricted Shares in the context of the Acquisition, will be set out in the Scheme Document. The document to be sent to Care REIT shareholders containing, among other things, the Scheme (the " Scheme Document ") is to be published within twenty-eight (28) days of today's announcement. CareTrust REIT, Inc. (949) 542-3130 Source: CareTrust REIT, Inc. 1 2