Frequently Asked Questions Regarding the Acquisition of Skilled Healthcare Group, Inc.

by Genesis HealthCare

Is the transaction complete?
Effective February 2, 2015 Genesis completed its combination with Skilled Healthcare Group, Inc. 

What is the name of the combined company?
The new company will operate under the Genesis HealthCare name and will continue to be traded on the NYSE. 

What is the new ticker symbol?
The new ticker symbol on the NYSE is GEN.

Who is Genesis HealthCare’s Transfer Agent?
If you are a registered stockholder, questions and requests for assistance in connection with your Genesis common stock should be directed to Wells Fargo at 800-468-9716. The local equivalent is (651) 450-4064. Shareowner Online is https://www.shareowneronline.com. All other holders of Genesis common stock should contact their stock brokers.

What is the ownership structure of the newly combined company?
Shareholders who held interests in Genesis prior to the combination will own the majority of the shares of combined company.

What do I need to do with my Skilled Healthcare shares as a result of the transaction?  
Nothing. You will continue to hold the same number of shares you held previously.  While the company name and ticker changed, you do not need to turn in your Skilled shares to obtain Genesis shares.  This happens automatically behind the scenes. 

Will there be an initial stock offering? 
No, this transaction in not an IPO. It is considered a reverse merger.

Who is the CEO of the newly combined company?
George Hager will remain as CEO of the combined company. George has been CEO of Genesis since December, 2003 and has been in the industry for over 25 years.

Who will be on the board of the combined company? 
The Board of Directors consists of representative Directors from both companies as well as independent Directors.  This creates a governance structure that will facilitate and help to build strategic value. 

The Board Members consist of: Steven Fishman, Chairman of the Board of Directors, co-founder of Formation Capital; Arnold Whitman, co-founder of Formation Capital;  David Reis, Chief Executive Officer of Senior Care Development, LLC; George Hager, Chief Executive Officer of Genesis HealthCare; Glenn S. Schafer, previously from Pacific Life Insurance Company; James V. McKeon, President of Valentine Associates LLC; Jim Bloem, former Chief Financial Officer of Humana Inc.; John F. DePodesta, co-founder of Primus Telecommunications Group, Inc.; Joshua Hausman, Managing Director of Onex Corporation; Robert H. Fish, former Chief Executive Officer of Skilled Healthcare; Robert Hartman, Chairman of NuCare Services Corp.

Where will the new company be located?
The headquarters will remain at the Genesis HealthCare headquarters in Kennett Square, Pennsylvania.

Where does Genesis operate?
Genesis HealthCare’s subsidiaries now operate over 500 skilled nursing facilities and assisted living/senior living communities in 34 states. 

The transaction also significantly grows the Genesis rehabilitation therapy business with the combination of Hallmark Rehabilitation.

How many employees are there now in the newly combined company?
Genesis and its subsidiaries have nearly 90,000 employees.

How many beds will the combined company operate?
Genesis subsidiaries will operate nearly 60,000 beds and we anticipate more than 200,000 admissions per year. 

How does this transaction affect the Genesis Rehab Services business?
Genesis Rehab Services is the second largest contract rehabilitation provider in the United States.  This transaction enhances Rehab growth by introducing Genesis into new markets for the first time (with the addition of Hallmark Rehabilitation).  Genesis subsidiaries now supply rehabilitation therapy to more than 1,700 locations in 45 states and the District of Columbia.

Are there other businesses now a part of Genesis through this combination?
Yes.  Part of the combination includes a home health and hospice services company called Signature with agencies in California, Arizona, Nevada, New Mexico, Montana and Idaho.

Why did Genesis choose to combine with Skilled?
Genesis chose to combine with Skilled Healthcare Group because it enabled Genesis to expand the services its subsidiaries provide to patients and residents throughout the country.  The newly combined company has created opportunities of scale that better position Genesis to meet the challenges facing the industry.  Expanding the services we provide across the country also better positions Genesis to be a successful partner to payors and providers in many U.S. markets.