New Senior Announces Expiration And Preliminary Results Of Modified “Dutch Auction” Self-Tender Offer
January 20 2016 - 06:00AM
Business Wire
Company Remains Committed To Returning
Capital To Stockholders Through Share Repurchase Program
New Senior Investment Group Inc. (“New Senior” or the “Company”)
(NYSE:SNR) today announced the expiration and preliminary results
of its modified “Dutch auction” self-tender offer to repurchase up
to $30,000,000 in cash of shares of its common stock.
New Senior’s modified “Dutch auction” self-tender offer expired
at 5:00 p.m., New York City time, on January 19, 2016. Based on the
preliminary count by American Stock Transfer & Trust Company,
LLC, the depositary for the self-tender offer, 8,791,816 shares of
New Senior’s common stock, including 2,112,044 shares that were
tendered through notice of guaranteed delivery, were properly
tendered and not properly withdrawn at a price at or below the
expected final purchase price of $9.00 per share. In accordance
with the terms of the self-tender offer, and based on these
preliminary results, New Senior expects to repurchase 3,333,333
shares of its common stock at a purchase price of $9.00 per share
on a pro rata basis, except for tenders of odd lots, which will be
accepted in full, for a total cost of approximately $30,000,000,
excluding fees and expenses relating to the self-tender offer. As
such, the Company has determined that the preliminary proration
factor for the tender offer is approximately 37.9%. The shares
expected to be repurchased in the self-tender offer represent
approximately 3.90% of New Senior’s issued and outstanding common
stock as of January 19, 2016.
The number of shares expected to be repurchased in the
self-tender offer, the purchase price and the proration factor
referred to above are preliminary and subject to change. New Senior
will fund the repurchase of shares in the self-tender offer using a
portion of its cash and cash equivalents on hand. Payment for
shares of New Senior common stock accepted for purchase in the
self-tender offer will occur promptly after the final number of
shares properly tendered and not properly withdrawn and the final
purchase price is confirmed by the depositary for the self-tender
offer.
New Senior remains committed to returning capital to its
stockholders through its previously announced share repurchase
program. Based on the preliminary results described above, New
Senior estimates that its remaining capacity under this program is
$89.7 million. Under the program, the Company may repurchase its
shares from time to time in the open market or in privately
negotiated transactions. The amount and timing of any repurchases
will depend on a number of factors including the price and
availability of the Company's shares, trading volume, capital
availability, Company performance and general economic and market
conditions. The Company may also from time to time establish a
trading plan under Rule 10b5-1 of the Securities Exchange Act of
1934, as amended, to facilitate repurchases of shares. The share
repurchase program may be suspended or discontinued at any
time.
Morgan Stanley & Co. LLC is serving as dealer manager for
the self-tender offer. Innisfree M&A Incorporated is serving as
information agent for the self-tender offer and American Stock
Transfer & Trust Company, LLC is serving as depositary for the
self-tender offer. Stockholders and investors who have questions or
need information about the self-tender offer may contact Innisfree
M&A Incorporated at 1-888-750-5834.
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 about the Company’s modified “Dutch auction”
self-tender offer and related share repurchase program 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 U.S. Securities and Exchange Commission,
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.
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New Senior Investment Group Inc.David Smith, 212-479-3140
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