Filed by MedEquities Realty Trust, Inc.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: MedEquities Realty Trust, Inc.
Commission File No.:
001-37887
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Contacts:
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Jeff Walraven
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Tripp Sullivan
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EVP & Chief Financial Officer
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SCR Partners
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(615)
627-4712
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(615)
760-1104
IR@medequities.com
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MEDEQUITIES REALTY TRUST, INC. DECLARES CONDITIONAL DIVIDEND FOR FOURTH QUARTER 2018
NASHVILLE, TN, February
27, 2019
MedEquities Realty Trust, Inc. (NYSE: MRT) announced that its Board of Directors has
declared a conditional cash dividend of $0.21 per share (the conditional dividend), payable to holders of MedEquities common stock as of the record date, March 11, 2019. Payment of the conditional dividend is conditioned upon the
approval by MedEquities stockholders of the previously announced merger with Omega Healthcare Investors, Inc. (Omega). If the merger is approved by MedEquities stockholders, the conditional dividend will be paid as soon as practicable
following certification of the results of the special meeting of MedEquities stockholders, and MedEquities will announce publicly the date the conditional dividend will be paid (the conditional dividend payment date). Due to the
contingent nature of the conditional dividend, MedEquities common stock will trade with due bills, representing an assignment of the right to receive the conditional dividend, beginning on March 8, 2019 (one business day prior to
the record date) through the conditional dividend payment date.
The conditional dividend is in addition to, and separate from, the previously disclosed
special cash dividend of $0.21 per share of MedEquities common stock (the
pre-closing
dividend), which, pursuant to the terms of the merger agreement with Omega, will be payable substantially
concurrently with the closing of the merger.
Important Information About the Conditional Dividend
Due to the contingent nature of the conditional dividend, as required by the rules of the NYSE, MedEquities common stock will trade with due bills,
representing an assignment of the right to receive the conditional dividend, beginning on March 8, 2019 (one business day prior to the record date) through the conditional dividend payment date (such period of time the
due-bill
period).
AS A RESULT, HOLDERS OF MEDEQUITIES COMMON STOCK ON THE RECORD DATE MUST HOLD MEDEQUITIES COMMON STOCK THROUGH THE CONDITIONAL DIVIDEND PAYMENT DATE IN ORDER TO BE ENTITLED TO
RECEIVE THE CONDITIONAL DIVIDEND
.
MEDEQUITIES STOCKHOLDERS WHO SELL THEIR SHARES ON OR BEFORE THE CONDITIONAL DIVIDEND PAYMENT DATE WILL NOT BE ENTITLED TO RECEIVE THE CONDITIONAL DIVIDEND.
PURCHASERS OF MEDEQUITIES COMMON STOCK DURING
THE
DUE-BILL
PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE
DUE-BILL
PERIOD) WHO HOLD SUCH SHARES ON THE CONDITIONAL DIVIDEND PAYMENT DATE WILL BE ENTITLED TO RECEIVE
THE CONDITIONAL DIVIDEND IN THE EVENT THAT MEDEQUITIES STOCKHOLDERS APPROVE THE MERGER. STOCKHOLDERS THAT SELL MEDEQUITIES COMMON STOCK DURING THE
DUE-BILL
PERIOD (EVEN IF THE TRADE WILL SETTLE AFTER THE
DUE-BILL
PERIOD) WILL NOT BE ENTITLED TO RECEIVE THE CONDITIONAL DIVIDEND IN THE EVENT THAT MEDEQUITIES STOCKHOLDERS APPROVE THE MERGER.