New Senior Announces Commencement of Tender Offer to Repurchase up to $30 Million of Its Common Stock
December 17 2015 - 6:30AM
Business Wire
New Senior Investment Group Inc. (“New Senior” or the “Company”)
(NYSE: SNR) announced today the commencement of a modified “Dutch
auction” self-tender offer to repurchase up to $30,000,000 in cash
of shares of its common stock at a price per share within the range
of $9.00 to $10.00, less applicable withholding taxes and without
interest. The NYSE closing price of New Senior’s common stock on
December 16, 2015 was $9.51 per share.
“Our decision to pursue a tender offer demonstrates our
continued focus on creating value for our shareholders. We believe
that our current valuation continues to represent a significant
discount to the value of our portfolio of private pay senior
housing properties,” New Senior Chief Executive Officer Susan
Givens said. “This tender offer, combined with our $10 million of
open market repurchases completed since the beginning of December,
will amount to $40 million of stock repurchases at very attractive
levels that are accretive to our earnings and net asset value and,
we believe, more accretive than alternative investments given
current market conditions. Importantly, we intend to fund the
tender offer with cash on hand, and effecting repurchases through a
tender offer enhances our ability to complete a sizable repurchase
quickly. Going forward, we expect to make additional repurchases
pursuant to the $100 million repurchase program announced on
December 1 and to fund them with proceeds from asset sales so long
as we can monetize assets at higher valuations than where we trade
today.”
The tender offer will expire on January 19, 2016 at 5:00 p.m.,
New York City time, unless the tender offer is extended or
withdrawn by the Company. Tenders of shares must be made prior to
the expiration of the tender offer and may be withdrawn at any time
prior to the expiration of the tender offer, in each case in
accordance with the procedures described in the tender offer
materials that are being distributed to stockholders.
The Company believes that the modified “Dutch auction” tender
offer mechanism is a prudent use of the Company’s financial
resources and an efficient way to return capital to stockholders
who wish to receive cash for all or a portion of their shares. The
Company previously announced a share repurchase program providing
for repurchases of common stock of up to $100 million, pursuant to
which approximately $10.3 million of common stock has been
repurchased as of December 10, 2015. This tender offer is being
made pursuant to an upsizing of the original repurchase
authorization to an aggregate of $130 million.
A modified “Dutch auction” self-tender offer allows stockholders
to tender their shares pursuant to (i) auction tenders whereby
stockholders indicate at what price within the Company’s specified
range (in increments of $0.10 per share) they wish to tender or
(ii) purchase price tenders whereby stockholders indicate they are
willing to sell their shares to the Company at the purchase price
determined in the tender offer. When the tender offer expires, the
Company will determine the purchase price, which will be the lowest
price per share within the range that will enable the Company to
purchase $30,000,000 of its common stock (or a lower amount if the
offer is not fully subscribed), taking into account the number of
shares tendered pursuant to auction tenders and purchase price
tenders and the prices specified by stockholders tendering shares
pursuant to auction tenders.
All shares accepted for payment will be purchased at the same
purchase price, regardless of whether any stockholder tendered such
shares at a lower price within the range. Stockholders will receive
the purchase price in cash, less any applicable withholding taxes
and without interest, for shares properly tendered (and not
properly withdrawn) at prices equal to or less than the purchase
price. If more than the maximum number of shares sought is
tendered, tendering stockholders owning fewer than 100 shares, or
“odd lot” holders, will have their shares purchased without
proration and all other tendered shares will be purchased on a pro
rata basis, subject to the conditional tender provisions described
in the Offer to Purchase. The terms and conditions of the tender
offer are set forth in an Offer to Purchase, Letter of Transmittal
and related documentation that are being distributed to holders of
the Company’s shares and have been filed with the U.S. Securities
and Exchange Commission (the “SEC”). Stockholders whose shares are
purchased in the tender offer will be paid the purchase price net
in cash, less applicable withholding taxes and without interest,
promptly after the expiration of the tender offer. All shares
tendered at prices above the purchase price will not be purchased
and will be returned promptly to the tendering stockholders.
Stockholders whose shares are not purchased in the tender offer
will have their shares returned, free of charge, promptly after the
expiration of the tender offer. The tender offer will remain open
for at least 20 business days. The Company also reserves the right
to purchase up to an additional 2% of its shares outstanding
pursuant to and without amending or extending the tender offer.
New Senior will use a portion of its cash and cash equivalents
on hand to fund the repurchase of shares in the tender offer. The
tender offer is not conditioned upon obtaining financing or any
minimum number of shares being tendered; however, the tender offer
is subject to a number of other terms and conditions, which are
specified in the Offer to Purchase.
Fortress Operating Entity I LP, an affiliate of the Company’s
manager, and the Company’s directors and executive officers, have
informed the Company of their intention not to tender any shares in
the tender offer.
Morgan Stanley & Co. LLC will serve as dealer manager for
the tender offer. Innisfree M&A Incorporated will serve as
information agent for the tender offer and American Stock Transfer
& Trust Company LLC will serve as depositary for the tender
offer. For more information about the tender offer, please contact
Innisfree M&A Incorporated at 1-888-750-5834.
While the Company’s board of directors authorized the tender
offer, it has not made and will not be making any recommendation to
the Company’s stockholders as to whether to tender or refrain from
tendering their shares or as to the price or prices at which
stockholders may choose to tender their shares. Stockholders must
make their own decision as to whether to tender their shares and,
if so, how many shares to tender and the price or prices at which
to tender them. Stockholders are urged to discuss their decision
with their tax advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press
release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares. The
offer to purchase and the solicitation of the Company’s shares are
made only pursuant to the Offer to Purchase, the related Letter of
Transmittal, and other related materials mailed or otherwise
delivered to all stockholders, at no expense to
stockholders. Stockholders should read those materials and
the documents incorporated therein by reference carefully when they
become available because they will contain important information,
including the various terms and conditions of the tender offer. The
Company will file a Tender Offer Statement on Schedule TO (the
“Tender Offer Statement”) with the SEC. The Tender Offer Statement,
including the Offer to Purchase, the related Letter of Transmittal
and other related materials, will also be available to stockholders
at no charge on the SEC’s website at www.sec.gov or
from the information agent for the tender offer, Innisfree M&A
Incorporated. Stockholders are urged to read those materials
carefully prior to making any decisions with respect to the tender
offer.
ABOUT NEW SENIOR
New Senior is a real estate investment trust focused on
investing in senior housing properties across the United States.
The Company is the only pure play senior housing REIT and is one of
the largest owners of senior housing properties. Currently, New
Senior owns 154 properties located across 37 states. New Senior is
managed by an affiliate of Fortress Investment Group LLC, a global
investment management firm. More information about New Senior can
be found at www.newseniorinv.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain items in this press release, including without
limitation statements as to the amount, timing and manner of the
Company’s self-tender offer and related share repurchase and
statements regarding potential future asset sales and the use of
the proceeds from such sales to fund repurchases constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are not
historical facts. They represent management’s current expectations
regarding future events and are subject to a number of trends and
uncertainties, many of which are beyond the Company’s control, that
could cause actual results to differ materially from those
described in the forward-looking statements. Accordingly, you
should not place undue reliance on any forward-looking statements
contained herein. For a discussion of some of the risks and
important factors that could affect such forward-looking
statements, see the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the Company’s annual and quarterly
reports filed with the SEC, which are available on the Company’s
website (www.newseniorinv.com). New risks and uncertainties emerge
from time to time, and it is not possible for New Senior to predict
or assess the impact of every factor that may cause its actual
results to differ from those contained in any forward-looking
statements. Forward-looking statements contained herein speak only
as of the date of this press release, and New Senior expressly
disclaims any obligation to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in New Senior’s expectations with regard thereto
or change in events, conditions or circumstances on which any
statement is based.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151217005389/en/
New Senior Investment Group Inc.David Smith, 212-479-3140
New Senior Investment (NYSE:SNR)
Historical Stock Chart
From Aug 2024 to Sep 2024
New Senior Investment (NYSE:SNR)
Historical Stock Chart
From Sep 2023 to Sep 2024