Actionable Opportunities in Special Situations: Spinoffs, Bankruptcy, Restructurings

Spin-Off

Ensign Group $ENSG approves spin-off of real estate business

The Ensign Group, Inc. (Nasdaq:ENSG), the parent company of the Ensign group of skilled nursing, rehabilitative care services, home health, hospice care, assisted living and urgent care companies, announced today that its board of directors has approved the separation of its healthcare business and its real estate business into two separate and independent publicly traded companies:

•           The Ensign Group, Inc., which will continue to acquire real estate and provide healthcare services through its existing and future operations; and
•           CareTrust REIT, Inc., which will own, acquire and lease real estate serving the healthcare industry.

Ensign will effect the separation through a spin-off in which it will distribute all of the outstanding shares of CareTrust common stock to Ensign’s stockholders on a pro rata basis. The distribution will be made to Ensign stockholders of record as of 5:00 p.m., Eastern time, on May 22, 2014, the record date for the distribution. The spin-off will be effective from and after June 1, 2014, and shares are expected to be distributed on June 2, 2014.

In the distribution, Ensign stockholders will receive one share of CareTrust common stock for each share of Ensign common stock held as of 5:00 p.m. Eastern time on the record date. No fractional shares will be distributed in connection with the spin-off. A cash payment will be made in lieu of any fractional shares.

Following the spin-off, CareTrust will be a separate publicly traded company independent from Ensign, and Ensign will not retain any CareTrust common stock. Ensign will continue to be listed on NASDAQ under the symbol “ENSG,” while CareTrust expects to list its common stock on NASDAQ under the symbol “CTRE.”

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