Newcastle Announces Details for Completion of New Senior Spin-Off and Investor Call on October 17, 2014 at 8:30 AM ET
October 16 2014 - 5:17PM
Business Wire
Newcastle Investment Corp. (“Newcastle”; NYSE: NCT) announced
today that its Board of Directors has approved the details and
timing of the spin-off of its senior living
business. The spin-off will establish the senior living
business as an independent, publicly traded real estate investment
trust called New Senior Investment Group Inc. (“New Senior”).
The spin-off will be effected as a distribution of all of the
outstanding shares of common stock of New Senior, which is
currently wholly owned by Newcastle, to the holders of Newcastle
common stock as of the record date. The distribution will occur on
November 6, 2014, subject to the conditions noted below, and the
record date is October 27, 2014.
In connection with the spin-off, Newcastle’s Board of Directors
has approved a 1-for-2 reverse stock split of the outstanding
shares of Newcastle’s common stock, and the distribution ratio for
the spin-off will be based on the number of Newcastle shares
outstanding after the reverse stock split. Newcastle will then
distribute one share of New Senior common stock for each
outstanding share of Newcastle common stock. The value of any
fractional shares resulting from the reverse stock split will be
paid out in cash.
It is expected that shares of Newcastle common stock will begin
trading on a split-adjusted basis on October 23, 2014. In addition,
The New York Stock Exchange (“NYSE”) has informed Newcastle that on
October 27, 2014 through November 6, 2014, it will establish three
trading markets related to the spin-off:
- In the “when issued” market (NYSE: SNR
WI), New Senior shares will trade, subject to settlement after the
distribution
- In the “ex-distribution” market (NYSE:
NCT WI), Newcastle shares will trade on a split-adjusted basis
excluding the right to the distribution of New Senior shares
- In the “regular way” market (NYSE:
NCT), Newcastle shares will trade on a split-adjusted basis
including the right to the distribution of New Senior shares
On the first trading day following the distribution, November 7,
2014, New Senior will begin regular-way trading on the NYSE under
the ticker symbol “SNR,” and Newcastle will resume trading
ex-distribution under the ticker symbol “NCT”.
Newcastle shareholders are not required to take any action to
receive the New Senior shares. Record holders whose Newcastle
shares are registered directly with American Stock Transfer &
Trust Company, LLC will receive a book-entry account statement for
the New Senior shares. Record holders whose Newcastle shares are
held in an account at a brokerage firm or similar organization will
have the New Senior shares credited to their accounts. Physical
share certificates will not be distributed.
A registration statement on Form 10 relating to the shares of
New Senior common stock has been filed with the Securities and
Exchange Commission (the “SEC”) but has not yet become effective.
The shares of New Senior common stock may not be distributed prior
to the time the registration statement becomes effective, which
Newcastle expects to occur in the coming days. The distribution is
also subject to the satisfaction or waiver of certain other
conditions described in the registration statement. A copy of the
information statement included as an exhibit to the registration
statement may be obtained from New Senior Investment Group Inc.,
Attention: Investor Relations, 1345 Avenue of the Americas, New
York, New York 10105, Tel: 212-479-3140.
Investors are encouraged to consult with their financial
advisors regarding the specific implications of buying or selling
shares of Newcastle common stock before or on the distribution
date.
Investor Call
Newcastle will host an investor call tomorrow, October 17, 2014,
at 8:30 A.M. Eastern Time. On the call, management will provide an
update in connection with the spin-off of New Senior. Newcastle
intends to post a presentation on its website,
www.newcastleinv.com, in advance of the call.
All interested parties are welcome to participate on the live
call. The conference call may be accessed by dialing 1-888-243-2046
(from within the U.S.) or 1-706-679-1533 (from outside of the U.S.)
ten minutes prior to the scheduled start of the call; please
reference “Newcastle Investor Update Call.”
A telephonic replay of the conference call will also be
available approximately two hours following the completion of the
call through 11:59 P.M. Eastern Time on October 31, 2014 by dialing
1-855-859-2056 (from within the U.S.) or 1-404-537-3406 (from
outside of the U.S.); please reference access code “19856733”.
About Newcastle
Newcastle focuses on investing in, and actively managing, real
estate related assets. Newcastle conducts its operations to qualify
as an REIT for federal income tax purposes. Newcastle is managed by
an affiliate of Fortress Investment Group LLC, a global investment
management firm.
FORWARD-LOOKING STATEMENTS
Certain items in this press release may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, but not
limited to, Newcastle’s expectations regarding the completion of
the spin-off, the timing of the distribution of New Senior shares,
the declaration of effectiveness by the SEC of New Senior’s
registration statement and the establishment of when-issued and
ex-distribution trading markets for New Senior and Newcastle
shares, respectively. These statements are based on management's
current expectations and beliefs and are subject to a number of
trends and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements,
many of which are beyond our control. Newcastle can give no
assurance that its expectations will be attained. Factors that
could cause actual results to differ materially from Newcastle's
expectations include, but are not limited to, the risk that the SEC
does not declare the registration statement effective on the
anticipated timeframe or at all, the risk that other conditions to
the completion of the spin-off, as described in the registration
statement filed by New Senior with the SEC, are not satisfied or
waived and the risk that the spin-off cannot be completed for any
other reason. Accordingly, you should not place undue reliance on
any forward-looking statements contained in this press release. For
a discussion of some of the risks and important factors that could
affect such forward-looking statements, see each company’s filings
with the SEC and particularly the sections entitled “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in New Senior’s registration statement
on Form 10, which is available on the SEC website (www.sec.gov),
and Newcastle’s Annual Report on Form 10-K, which is available on
Newcastle’s website (www.newcastleinv.com). Furthermore, new risks
and uncertainties emerge from time to time, and it is not possible
for Newcastle 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. Such forward-looking statements speak
only as of the date of this press release. Newcastle and New Senior
each expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
Newcastle Investment Corp.Investor Relations212-479-3195