New Senior Investment (SNR) – Dutch Tender with Odd Lot provision – no upside currently

Current Price – $10.11

Offer Price – $9 - $10

Upside – no upside currently

Expiration date –  19 January 2016

SEC Filling

 

Summary:

New Senior Investment Group Inc is offering to purchase for cash up to $30,000,000 of shares of its common stock, par value $0.01 per share, pursuant to auction tenders at prices specified by the tendering stockholders of not greater than $10.00 per Share nor less than $9.00 per Share. At the maximum purchase price of $10.00 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 3,000,000 Shares if the Offer is fully subscribed, which would represent approximately 3.51% of our issued and outstanding Shares as of December 15, 2015. At the minimum purchase price of $9.00 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 3,333,333 Shares if the Offer is fully subscribed, which would represent approximately 3.90% of our issued and outstanding Shares as of December 15, 2015.

 

No proration for Odd Lot holders:

If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price  and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration.

 

Source of Funds:

As of November 30, 2015, we had approximately $130.1 million in cash and cash equivalents. We will fund any purchase of Shares pursuant to the Offer, including the related fees and expenses, from cash and cash equivalents on hand. The Offer is not conditioned upon the receipt of financing.

Assuming the Offer is fully subscribed, and subject to any increase we later make, we expect the aggregate purchase price for the Shares, together with all related fees and expenses, to be approximately $30,900,000.