Business Context and Reporting Period
Company: CareTrust REIT, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 4, 2019
Reporting Period: This filing reports specific corporate governance and tax updates effective as of the filing date, rather than a standard financial reporting period.
Key Financial Metrics
This Form 8-K filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The filing discloses the following material updates to the Company's Registration Statement on Form S-3 (File No. 333-217670) filed on May 4, 2017:
- Corporate Governance: The discussion regarding "Certain Provisions of Maryland Law and of CareTrust REIT, Inc.'s Charter and Bylaws" in the May 2017 prospectus is superseded and replaced in its entirety by the information in Exhibit 99.1.
- Tax Considerations: The discussion regarding "U.S. Federal Income Tax Considerations" in the May 2017 prospectus is superseded and replaced in its entirety by the information in Exhibit 99.2.
Guidance, Outlook, and Risks
This filing does not provide financial guidance, management commentary on future outlook, or specific risk factors beyond the updates to the legal and tax provisions referenced above. The document serves strictly to update the disclosure documents associated with the Company's ongoing registration statement.
Investor Verification Checklist
- Review Exhibit 99.1 to understand the updated provisions of Maryland Law and the Company's Charter and Bylaws.
- Review Exhibit 99.2 for the current U.S. Federal Income Tax Considerations applicable to the Company.
- Confirm that the May 4, 2017, prospectus sections regarding governance and taxes are no longer valid and have been replaced by the exhibits in this filing.