GENESIS HEALTHCARE FILES SHELF REGISTRATION STATEMENT ON FORM S-37/24/2015
Kennett Square, PA - Genesis HealthCare (Genesis), one of the nation’s largest providers of post-acute care, today announced that it has filed a shelf registration statement on Form S-3 with the United States Securities and Exchange Commission ("SEC"). The registration statement will allow for the resale to the public from time to time of up to $300,000,000 of shares of our Class A Common Stock by certain stockholders who hold registration rights. Genesis will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.
In addition, under the shelf registration, Genesis will be able to offer and sell to the public from time to time up to $100,000,000 of shares Class A Common Stock, preferred stock, warrants or depositary shares. Although the Company currently does not plan to raise additional capital, the shelf registration statement enhances the Company’s financial flexibility in the event appropriate opportunities present themselves and market conditions are favorable.
The terms of any securities offered under the registration statement, and the intended use of the net proceeds resulting therefrom, will be established at the times of the offerings, if any, and will be described in prospectus supplements filed with the SEC at the times of the offerings.
Although the registration statement relating to these securities has been filed with the SEC, it has not yet become effective and, at the present time, Genesis and the selling stockholders do not have any commitments to sell securities under the shelf registration statement.
These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the shelf registration statement on Form S-3 and copies of the prospectus supplements relating to any offerings under the registration statement, when available, can be obtained by contacting Investor Relations at 610-925-2000 or InvestorRelations@genesishcc.com.
About Genesis HealthCare
Genesis HealthCare (NYSE: GEN) is a holding company with subsidiaries that, on a combined basis, comprise one of the nation's largest post-acute care providers with more than 500 skilled nursing centers and assisted/senior living communities in 34 states nationwide. Genesis subsidiaries also supply rehabilitation and respiratory therapy to more than 1,600 healthcare providers in 46 states and the District of Columbia and China. References made in this release to "Genesis," "the Company," "we," "us" and "our" refer to Genesis HealthCare and each of its wholly-owned companies. Visit our website at www.genesishcc.com.
This release includes "forward-looking statements" within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "pursue, "plans" or "prospect," or the negative or other variations thereof or comparable terminology. They include, but are not limited to, statements about Genesis’ expectations and beliefs regarding its future financial performance, its anticipated synergy cost savings from the Skilled Healthcare combination, anticipated operating expense reductions, anticipated acquisitions, divestitures, joint ventures and development opportunities, anticipated deleveraging opportunities. These forward-looking statements are based on current expectations and projections about future events, including the assumptions stated in this release, and there can be no assurance that they will be achieved or occur, in whole or in part, in the timeframes anticipated by the Company or at all.
Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of Genesis may differ materially from that expressed or implied by such forward-looking statements.
These risks and uncertainties include, but are not limited to the following:
• reductions in Medicare reimbursement rates, or changes in the rules governing the Medicare program could have a material adverse effect on our revenue, financial condition and results of operations;
• continued efforts of federal and state governments to contain growth in Medicaid expenditures could adversely affect our revenue and profitability;
• we are subject to extensive and complex laws and government regulations. If we are not operating in compliance with these laws and regulations or if these laws and regulations change, we could be required to make significant expenditures or change our operations in order to bring our facilities and operations into compliance;
• we face inspections, reviews, audits and investigations under federal and state government programs and contracts. These audits could have adverse findings that may negatively affect our business;
• significant legal actions, which are commonplace in our professions, could subject us to increased operating costs and substantial uninsured liabilities, which would materially and adversely affect our results of operations, liquidity and financial condition;
• future acquisitions may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities;
• we lease a significant number of our facilities and may experience risks relating to lease termination, lease extensions and special charges;
• our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our financial obligations;
The Company’s Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the U.S. Securities and Exchange Commission discuss the foregoing risks as well as other important risks and uncertainties of which investors should be aware. Any forward-looking statements contained herein are made only as of the date of this release. Genesis disclaims any obligation to update the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements.