Care Investment Trust Inc.
(NYSE: CRE) ("Care" or the "Company"), a real estate investment and finance company formed to invest in healthcare-related real estate and commercial mortgage debt, today announced, upon approval by the Company's stockholders, the completion of sale of control to Tiptree Financial Partners, L.P. ("Tiptree") through the issuance of shares of its common stock to Tiptree and also announced the expiration of its cash tender offer.
As previously announced on
March 16, 2010
, Care entered into a purchase and sale agreement (the "Purchase Agreement"), as amended, with Tiptree providing for the sale of control of the Company through a combination of an equity investment by Tiptree in newly issued common stock of the Company at
per share and a cash tender offer (the "Tender Offer") by the Company for up to 100% of the Company's issued and outstanding shares of common stock also for
per share (collectively, the "Tiptree Transaction").
Pursuant to the terms and conditions set forth in the Purchase Agreement, the Company issued to Tiptree 6,185,050 newly issued shares of the Company's common stock, representing approximately 92.2% of the Company's outstanding common stock after taking into account the shares tendered by the stockholders to the Company in the Tender Offer.
The Tender Offer expired at
Friday, August 13, 2010
. Upon expiration of the Tender Offer, the Company accepted for purchase all shares that were validly tendered. As of the expiration of the Tender Offer, a total of approximately 19.74 million shares of common stock were properly tendered to the Company, representing approximately 97.4% of the outstanding shares of common stock of the Company eligible to be tendered prior to the new issuance of common stock to Tiptree. The Company will promptly commence payment to tendering stockholders.
In connection with the Tiptree Transaction, and effective as of
August 13, 2010
Gerald E. Bisbee, Jr.
Karen P. Robards
Steven N. Warden
resigned from the Board of Directors of the Company, and the Board appointed
Michael G. Barnes
Geoffrey N. Kauffman
William A. Houlihan
, each designated by Tiptree, to fill the vacancies resulting from the resignations of Mr. Bisbee, Ms. Robards and Mr. Warden and an additional vacancy created by an increase in the size of the Company's Board approved prior to the closing. Following a transition period, the Company will be advised by TREIT Management LLC, an affiliate of Tiptree, who will replace CIT Healthcare LLC in that capacity.
About Care Investment Trust
Care Investment Trust Inc. is a real estate investment and finance company investing in healthcare-related real estate and commercial mortgage debt. It is externally managed and advised by CIT Healthcare LLC, a wholly-owned subsidiary of CIT Group Inc.