New Senior Announces Expiration And Preliminary Results Of Modified “Dutch Auction” Self-Tender Offer (1/20/16)
Company Remains Committed To Returning Capital To Stockholders Through Share Repurchase Program
NEW YORK--(BUSINESS WIRE)--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2,112,044 shares that were tendered through notice of guaranteed delivery, were properly tendered and not properly withdrawn at a price at or below the expected final purchase price of $9.00 per share.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in the self-tender offer will occur promptly after the final number of shares properly tendered and not properly withdrawn and the final purchase price is confirmed by the depositary for the self-tender offer.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. http://www.businesswire.com/news/home/20160120005475/en/Senior-Announces-Expiration-Preliminary-Results-Modified-%E2%80%9CDutch