CareTrust launches underwritten offering of 17 million shares through forward sale agreements
Key Facts
CareTrust REIT launched an underwritten offering of 17 million common shares on November 11, 2026, through forward sale agreements, according to Investing.com. The structure allows underwriters to purchase the shares through forward sale arrangements, and the offering includes an option to increase the number of shares. The launch of the offering does not mean its pricing or completion was announced at the same time. The company plans to transfer the net proceeds from settlement to its operating company, CTR Partnership. It said the funds would be used for general corporate purposes, which may include acquisitions, investments or debt repayment.
Underwriters have a 30-day option to purchase up to an additional 2.55 million shares. If they exercise the option in full, the total offering would rise to 19.55 million shares. That figure remains conditional on full exercise of the option and is not the base amount of the offering the company announced. The available information did not specify the offering price per share or when pricing would occur. The additional share count therefore remains a contractual possibility under the option granted to underwriters.
Under the forward sale mechanism, CareTrust will not receive initial proceeds when the shares are sold under the agreements. The company expects physical settlement in about a year from the date of the prospectus supplement. At settlement, it plans to transfer the net proceeds to CTR Partnership, its operating subsidiary. It said potential uses include funding future acquisitions and investments and repaying debt, without earmarking the proceeds for any one purpose. The arrangement places the timing of the company's receipt of funds after the initial offering is executed.
The announcement follows CareTrust's November 5 report that third-quarter net income was $83.7 million, while diluted earnings per share held steady at $0.35 compared with the same period a year earlier. In the same results, adjusted funds from operations per share were $0.54, up 20% year over year. The company also closed $739.5 million in investments during the quarter, at a blended stabilized yield of 8.3%. These indicators point to growth in adjusted operating funds alongside stable net income and earnings per share year over year. The company also announced a quarterly distribution of $0.39 per share, equivalent to about 74% of adjusted funds available for distribution in the quarter.
CareTrust said its investments since the start of 2026 totaled about $2.9 billion at a blended stabilized yield of 8.1%, and its investment pipeline reached $1.2 billion, including the remaining homes under the LNT agreement. On November 4, the company reported $1.6 billion available under a $2.0 billion revolving credit facility, along with about $100 million in cash. It maintained its fiscal 2026 guidance for adjusted funds from operations at $2.08 to $2.09 per share and adjusted funds available for distribution at $2.04 to $2.05 per share. This places the offering in the context of a large investment program and financing that includes cash and the credit facility. In its quarterly report, the company said it expects to fund upcoming UK acquisitions with cash and borrowings, with the possibility of issuing securities if it deems that appropriate.
In share trading, CTRE closed at $38.84 on November 10, compared with a close of $38.86 in the previous session, according to EL7 data. The comparison shows a decline of $0.02 between the two closes. The available data do not include the opening price or the session high and low. Nor does it provide a measure directly linking the share movement to the offering announcement issued on November 11. According to the company, physical settlement of the forward sale agreements is expected in about a year from the date of the prospectus supplement.