UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On March 20, 2020, CareTrust REIT, Inc., a Maryland corporation (the “Company”), issued a press release announcing that its Board of Directors has authorized the Company to repurchase up to $150 million of outstanding shares of its common stock, $0.01 par value per share (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions and at such times as shall be permitted by applicable securities laws and determined by management. Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Repurchase Program expires March 31, 2023, and it may be suspended or discontinued at any time.
A copy of the press release regarding the Repurchase Program is furnished as Exhibit 99.1 to this Form 8-K and incorporated by reference into this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 |
Press Release dated March 20, 2020 regarding the Company’s authorization to repurchase common stock. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CARETRUST REIT, INC. | ||
| /s/ William M. Wagner | ||
| Name: |
William M. Wagner | |
| Title: |
Chief Financial Officer, Treasurer and Secretary | |
Dated: March 20, 2020