SKADDEN, ARPS, SLATE, MEAGHER & FLOMLLP
| 300 SOUTH GRAND AVENUE | FIRM/AFFILIATE OFFICES
BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON
BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO | |||
| LOS ANGELES, CALIFORNIA 90071-3144 | ||||
| TEL: (213) 687-5000 | ||||
| FAX: (213) 687-5600 | ||||
| www.skadden.com | ||||
| May 13, 2014 | ||||
Via EDGAR
Jennifer Gowetski
Senior Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3628
| Re: | CareTrust REIT, Inc. |
| Amendment No. 5 to Form 10 |
| Filed May 13, 2014 |
| File No. 001-36181 |
Dear Ms. Gowetski:
Concurrently with the filing of this letter, CareTrust REIT, Inc. (the “Company”), is filing, via EDGAR, Amendment No. 5 to the Company’s registration statement on Form 10 (File No. 001-36181) (the “Registration Statement”).
Amendment No. 5 to the Registration Statement includes as Exhibit 99.1 a revised Information Statement (the “Information Statement”), which primarily reflects the determination of the record and distribution dates for the transaction. The filing also includes as revised Exhibits 3.1, 3.2 and 10.9, the Company’s Articles of Amendment and Restatement, Amended and Restated Bylaws and Incentive Award Plan. To facilitate the Staff’s review, we are supplementally providing a copy of the Registration Statement and the Information Statement, marked to show changes from Amendment No. 4 to the Registration Statement filed on May 8, 2014.
Should you have any questions or comments concerning this filing, or desire any further information regarding the Registration Statement, please contact me at (213) 687-5396.
Ms. Jennifer Gowetski
Securities and Exchange Commission
May 13, 2014
Page 2
Sincerely,
/s/ Jonathan L. Friedman
Jonathan L. Friedman
| cc: | Gregory K. Stapley, President and Chief Executive Officer |
CareTrust REIT, Inc.
| William M. Wagner, Chief Financial Officer |
CareTrust REIT, Inc.
| Suzanne D. Snapper, Chief Financial Officer |
The Ensign Group, Inc.
| Chad A. Keetch, Assistant Secretary |
The Ensign Group, Inc.
