Newcastle Investment Corp. (NYSE:NCT) (“Newcastle” or the “Company”) announced today that it has completed the sale of 57,950,952 shares of its common stock, including 7,500,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The gross proceeds from the sale were approximately $304.2 million. All of the shares were offered by the Company and were issued under the Company’s existing effective shelf registration statement that was previously filed with the Securities and Exchange Commission. The Company intends to use the net proceeds from this offering to fund a portion of the purchase price for a portfolio of senior housing properties that Newcastle has agreed to acquire from certain affiliates of Holiday Retirement. The Company may also use the net proceeds from this offering for general corporate purposes, which could include acquisitions of other senior housing properties, CDO debt, other real estate securities and loans, operating businesses or other assets. Credit Suisse Securities (USA) LLC and UBS Securities LLC acted as joint book-running managers for the offering. Certain of the Company’s officers and directors purchased an aggregate of 450,952 shares of common stock directly from the Company in the offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy shares of common stock, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. ABOUT NEWCASTLE Newcastle focuses on investing in, and actively managing, real estate related assets and primarily invests in: (1) Senior Housing Assets and (2) Real Estate & Other Debt, in addition to other opportunistic investments. The Company conducts its operations to qualify as a real estate investment trust for federal income tax purposes. The Company is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm.
FORWARD-LOOKING STATEMENTSCertain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the offering, the expected acquisition of a senior housing portfolio from Holiday Retirement, and intended use of proceeds. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. The Company can give no assurance that its expectations will be attained. Factors that could cause the Company’s actual results to differ materially from the expectations include, but are not limited to, the risk that the Company does not complete the purchase of the portfolio because of the inability to complete the related financing on attractive terms or at all, or for any other reason. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” in the prospectus supplement related to the offering and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” incorporated by reference in the prospectus supplement related to the offering from the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.