NASHVILLE, Tenn., Feb. 27, 2019 /PRNewswire/ -- MedEquities
Realty Trust, Inc. (NYSE: MRT) announced that its Board of
Directors has declared a conditional cash dividend of $0.21 per share (the "conditional dividend"),
payable to holders of MedEquities common stock as of the record
date, March 11, 2019. Payment of the
conditional dividend is conditioned upon the approval by
MedEquities stockholders of the previously announced merger with
Omega Healthcare Investors, Inc. ("Omega"). If the merger is
approved by MedEquities stockholders, the conditional dividend will
be paid as soon as practicable following certification of the
results of the special meeting of MedEquities stockholders, and
MedEquities will announce publicly the date the conditional
dividend will be paid (the "conditional dividend payment date").
Due to the contingent nature of the conditional dividend,
MedEquities common stock will trade with "due bills," representing
an assignment of the right to receive the conditional dividend,
beginning on March 8, 2019 (one
business day prior to the record date) through the conditional
dividend payment date.
The conditional dividend is in addition to, and separate from,
the previously disclosed special cash dividend of $0.21 per share of MedEquities common stock (the
"pre-closing dividend"), which, pursuant to the terms of the merger
agreement with Omega, will be payable substantially concurrently
with the closing of the merger.
Important Information About the Conditional Dividend
Due to the contingent nature of the conditional dividend, as
required by the rules of the NYSE, MedEquities common stock will
trade with "due bills," representing an assignment of the right to
receive the conditional dividend, beginning on March 8, 2019 (one business day prior to the
record date) through the conditional dividend payment date (such
period of time the "due-bill period"). AS A RESULT, HOLDERS OF
MEDEQUITIES COMMON STOCK ON THE RECORD DATE MUST HOLD MEDEQUITIES
COMMON STOCK THROUGH THE CONDITIONAL DIVIDEND PAYMENT DATE IN ORDER
TO BE ENTITLED TO RECEIVE THE CONDITIONAL DIVIDEND.
MEDEQUITIES STOCKHOLDERS WHO SELL THEIR SHARES ON OR BEFORE THE
CONDITIONAL DIVIDEND PAYMENT DATE WILL NOT BE ENTITLED TO RECEIVE
THE CONDITIONAL DIVIDEND. PURCHASERS OF MEDEQUITIES COMMON
STOCK DURING THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE
AFTER THE DUE-BILL PERIOD) WHO HOLD SUCH SHARES ON THE CONDITIONAL
DIVIDEND PAYMENT DATE WILL BE ENTITLED TO RECEIVE THE CONDITIONAL
DIVIDEND IN THE EVENT THAT MEDEQUITIES STOCKHOLDERS APPROVE THE
MERGER. STOCKHOLDERS THAT SELL MEDEQUITIES COMMON STOCK DURING THE
DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE DUE-BILL
PERIOD) WILL NOT BE ENTITLED TO RECEIVE THE CONDITIONAL DIVIDEND IN
THE EVENT THAT MEDEQUITIES STOCKHOLDERS APPROVE THE
MERGER.
Due bills obligate a seller of shares of stock to deliver the
dividend to the buyer. The due-bill obligations are settled
customarily between the brokers representing buyers and sellers of
the stock. MedEquities has no obligation for either the amount of
the due bill or the processing of the due bill. Buyers and sellers
of MedEquities common stock during the due-bill period should
consult with their broker before trading in MedEquities common
stock to be sure they understand the effect of the NYSE's due-bill
procedures.
MedEquities common stock will begin to trade ex-dividend on the
first business day after the conditional dividend payment date. AS
A RESULT, INVESTORS WHO ENTER INTO TRADES TO PURCHASE MEDEQUITIES
COMMON STOCK ON OR AFTER THE EX-DIVIDEND DATE WILL NOT RECEIVE THE
CONDITIONAL DIVIDEND.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, MedEquities will
file a proxy statement (the "Proxy Statement") and Omega has filed
a registration statement on Form S-4 (File No. 333-229594)
(together with the Proxy Statement, the "Form S-4/Proxy
Statement"), which also contains the preliminary proxy statement of
MedEquities, as well as other documents regarding the proposed
transaction, with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE FORM S-4/PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the
Form S-4/Proxy Statement will be sent to MedEquities stockholders.
Investors and security holders will be able to obtain the Form
S-4/Proxy Statement and other documents filed by MedEquities with
the SEC free of charge from the SEC's website at www.sec.gov or
from MedEquities' website at www.medequities.com. These documents
may also be obtained free of charge from MedEquities by requesting
them by mail at MedEquities Realty Trust, Inc., 3100 West End
Avenue, Suite 1000, Nashville,
Tennessee 37203, Attention: Tripp
Sullivan, or by telephone at (615) 760-1104. Investors and
security holders will be able to obtain the Form S-4/Proxy
Statement and other documents filed by Omega with the SEC free of
charge from the SEC's website at www.sec.gov or from Omega's
website at www.omegahealthcare.com. These documents may also be
obtained free of charge from the Omega by requesting them by mail
at 303 International Circle, Suite 200, Hunt Valley, Maryland 21030, Attention:
Matthew Gourmand, Senior VP of Investor Relations, or by telephone
at (410) 427-1714.
Participants in the Solicitation
MedEquities, Omega and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about MedEquities'
directors and executive officers is available in MedEquities'
definitive proxy statement on Schedule 14A dated April 16, 2018, for its 2018 Annual Meeting of
Stockholders. Information about Omega's directors and executive
officers is available in Omega's definitive proxy statement on
Schedule 14A dated April 27, 2018 for
its 2018 Annual Meeting of Stockholders, its Annual Report on Form
10-K filed with the SEC on February 26,
2019 and its Current Reports of Form 8-K filed with the SEC
on October 25, 2018 and November 2, 2018. Other information regarding the
participants in the solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, is
contained in the registration statement on Form S-4 filed by Omega
and will be contained in the Form S-4/Proxy Statement and other
relevant materials to be filed with the SEC, as applicable,
regarding the proposed transaction when they become available.
Investors should read the Form S-4/Proxy Statement carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of the applicable documents
from MedEquities or Omega as indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements
concerning MedEquities, Omega, the proposed transaction between
MedEquities and Omega, and the conditional dividend. All statements
other than statements of fact, including information concerning
future results, are forward-looking statements. These
forward-looking statements are generally identified by the words
"anticipate," "believe," "estimate," "expect," "intend," "may,"
"could" or similar expressions. Such forward-looking statements
include, but are not limited to, statements about the conditional
dividend, the pre-closing dividend, approval of the merger by
MedEquities stockholders and the expected timing of completion of
the proposed transaction. There are several factors which could
cause actual plans and results to differ materially from those
expressed or implied in forward-looking statements. Such factors
include, but are not limited to, the failure to obtain, or delays
in obtaining, required regulatory and court approvals, and the risk
that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the proposed transaction, or the failure to satisfy any
of the other conditions to the proposed transaction on a timely
basis or at all; the occurrence of events that may give rise to a
right of one or both of the parties to terminate the merger
agreement (the "Merger Agreement"); adverse effects on the market
price of MedEquities' common stock or Omega's common stock and on
MedEquities' or Omega's operating results because of a failure to
complete the proposed transaction in the anticipated timeframe or
at all; the ability of MedEquities, Omega and the combined company
to make payments on debt or to repay existing or future
indebtedness when due or to comply with the covenants contained
therein; adverse conditions in the credit markets; negative effects
of the announcement, pendency or consummation of the proposed
transaction on the market price of MedEquities' common stock or
Omega's common stock and on MedEquities' or Omega's operating
results, including as a result of changes in tenant, employee or
other business relationships; significant transaction costs,
including financing costs, and unknown liabilities; the risk of
litigation or regulatory actions; the risk that certain contractual
restrictions contained in the merger agreement during the pendency
of the proposed transaction could adversely affect MedEquities' or
Omega's ability to pursue business opportunities or strategic
transactions; effects of changes in the regulatory environment in
which MedEquities and Omega operate; changes in global, political,
economic, business, competitive and market conditions; changes in
tax and other laws and regulations; and other risks and
uncertainties detailed in MedEquities' Annual Report on Form 10-K
for the fiscal year ended December 31,
2018 and in any subsequent reports on Form 10-Q, including
in the sections thereof captioned "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements," as well as in any
subsequent reports on Form 8-K and other filings made by
MedEquities, all of which are or will be filed with the SEC and
available at www.sec.gov and www.medequities.com. Forward-looking
statements are based on current expectations and assumptions, which
are subject to risks and uncertainties that may cause actual
results to differ materially from those expressed in or implied by
such forward-looking statements. Given these risks and
uncertainties, persons reading this communication are cautioned not
to place undue reliance on such forward-looking statements.
MedEquities assumes no obligation to update or revise the
information contained in this communication (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
About MedEquities Realty Trust, Inc.
MedEquities Realty Trust (NYSE: MRT) is a self-managed and
self-administered real estate investment trust that invests in a
diversified mix of healthcare properties and healthcare-related
real estate debt investments. For more information, please visit
www.medequities.com.
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SOURCE MedEquities Realty Trust, Inc.