New Senior Announces Final Results of Modified “Dutch Auction” Self-Tender Offer
January 25 2016 - 4:47PM
Business Wire
Company Purchases 3,333,333 Shares At $9.00
Per Share
New Senior Investment Group Inc. (“New Senior” or the “Company”)
(NYSE:SNR) today announced the final results of its modified “Dutch
auction” self-tender offer, which expired at 5:00 p.m., New York
City time, on January 19, 2016.
In accordance with the terms of the self-tender offer and based
on the final count by American Stock Transfer & Trust Company,
LLC, the depositary for the self-tender offer, New Senior has
accepted for purchase 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 were accepted in full, for a total cost
of approximately $30,000,000, excluding fees and expenses relating
to the self-tender offer. New Senior has determined that the
proration factor for the self-tender offer, after giving effect to
the priority of odd lots, is approximately 37.5%. The
shares accepted for purchase in the self-tender offer represent
approximately 3.90% of New Senior’s issued and outstanding common
stock as of January 22, 2016. The depositary for the self-tender
offer will promptly pay for the shares accepted for purchase and
will return all other shares tendered and not purchased pursuant to
the terms of the self-tender offer. New Senior will fund the
repurchase of shares in the self-tender offer using a portion of
its cash and cash equivalents on hand.
After completion of its repurchase of shares in the self-tender
offer, New Senior estimates that its remaining capacity under its
previously announced share repurchase 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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version on businesswire.com: http://www.businesswire.com/news/home/20160125006568/en/
For New Senior Investment Group Inc.David Smith,
212-479-3140
New Senior Investment (NYSE:SNR)
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