NEW YORK, May 5, 2014 /PRNewswire/ -- American Realty
Capital Healthcare Trust, Inc. ("ARC Healthcare" or the "Company")
(NASDAQ: "HCT") announced today the preliminary results of its
tender offer for the purchase of up to 13,636,364 shares of its
common stock, which expired at 12:00 Midnight, Eastern Time, on
May 2, 2014.
Based on the preliminary count by DST Systems, Inc., the paying
agent and depositary for the tender offer, a total of 70,239,505
shares of the Company's common stock were properly tendered and not
properly withdrawn at the purchase price of $11.00 per share, including 2,915,768 shares that
were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the paying agent and
depositary, the Company will accept for purchase 13,636,364 shares
of the Company's common stock validly tendered and not properly
withdrawn prior to the expiration of the tender offer at a purchase
price of $11.00 per share, for an
aggregate cost of approximately $150,000,000, excluding fees and expenses
relating to the tender offer. Based on this preliminary count, the
13,636,364 shares to be accepted for purchase in the tender offer
represent approximately 7.5% of the Company's currently issued and
outstanding shares of common stock. Based on these preliminary
numbers, the Company anticipates that following settlement of the
tender offer, it will have approximately 169,301,904 shares
outstanding.
Due to the oversubscription of the tender offer, based on the
preliminary count described above, the Company will accept for
purchase on a pro rata basis approximately 19.10% of the shares
validly tendered and not properly withdrawn by each tendering
stockholder (other than "odd lot" holders, whose shares will be
purchased on a priority basis).
The number of shares to be purchased and the proration
information are preliminary and subject to change. The preliminary
information contained in this press release is subject to
confirmation by the paying agent and the depositary and is based on
the assumption that all shares tendered through notice of
guaranteed delivery will be delivered within three business days of
the expiration of the tender offer. The final number of shares to
be purchased and the final proration information will be announced
following completion of the confirmation process. Payment for the
shares accepted for purchase under the tender offer, and return of
all other shares tendered and not purchased, will occur promptly
thereafter.
Investor questions concerning the tender offer may be directed
to the information agent for the offer, American National Stock
Transfer, LLC at (877) 373-2522.
Important Notice
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any shares
of ARC Healthcare. The full details of the Tender Offer, including
complete instructions on how to tender shares, are included in the
Offer to Purchase, the Letter of Transmittal and related materials,
which ARC Healthcare previously distributed to stockholders and are
filed with the SEC. Stockholders are urged to read carefully
the Offer to Purchase, the Letter of Transmittal and other related
materials because they contain important information, including the
terms and conditions of the Tender Offer. Stockholders may
obtain free copies of the Offer to Purchase, the Letter of
Transmittal and other related materials filed by ARC Healthcare
with the SEC at the SEC's website at www.sec.gov or by contacting
American National Stock Transfer, LLC, the information agent for
the Tender Offer, at (877) 373-2522 (toll-free).
About ARC Healthcare
ARC Healthcare (NASDAQ: HCT) is a real estate investment trust
with a dedicated portfolio of healthcare assets focused primarily
on medical office and seniors housing with additional investments
in post-acute/skilled nursing facilities and hospitals.
Since its inception in 2010, ARC Healthcare has raised and
invested approximately $2.0 billion,
creating a portfolio comprised of 141 properties in 27 states.
Additional information about ARC Healthcare can be found on its
website at www.archealthcaretrust.com. ARC Healthcare may
disseminate important information regarding it and its operations,
including financial information, through social media platforms
such as Twitter, Facebook and LinkedIn.
Important Notice
The statements in this press release that are not historical
facts may be forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause the
outcome to be materially different. In addition, words such as
"will," "should," "may," "anticipate," "believe," "expect" and
"intend" indicate a forward-looking statement, although not all
forward-looking statements include these words.
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SOURCE American Realty Capital Healthcare Trust, Inc.