Exhibit 99.1
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Contact:
David Smith
(212)515-7783
NEW SENIOR ANNOUNCES DEFINITIVE DOCUMENTATION FOR INTERNALIZATION
Company’s Management Function Will Be Internalized as of January 1, 2019
NEW YORK — November 20, 2018 — New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today it has entered into a definitive agreement to internalize the Company’s management function, effective as of January 1, 2019.
Strategic Review
As previously announced on February 23, 2018, the Company’s Board of Directors (the “Board”), together with the Company’s management team and legal and financial advisors, have been exploring a full range of strategic alternatives to maximize shareholder value. The Board formed a special committee (the “Special Committee”), composed entirely of independent and disinterested directors, to address certain aspects of the strategic review. In connection with the strategic review, the Company retained J.P. Morgan Securities LLC as its financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor. In addition, the Special Committee retained Morgan Stanley & Co. LLC as its independent financial advisor and Wachtell, Lipton, Rosen & Katz as its independent legal advisor.
The strategic review has been a multi-step process, resulting in the following previously announced initiatives: (1) the termination of triple net leases and entry into new management agreements for 51 IL Assets in May 2018, (2) are-set of the Company’s dividend in August 2018, (3) the $720 million refinancing completed on October 10, 2018 and (4) an agreement in principle reached in August 2018 to internalize the Company’s management function, subject to the completion of definitive documentation.
On November 19, 2018, the Company and the Manager formalized the agreement in principle to internalize the Company’s management function with the entry into a Termination and Cooperation Agreement (the “Termination and Cooperation Agreement”).
Termination and Cooperation Agreement
Currently, the Company is externally managed by FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC, subject to oversight by the Board, pursuant to a Management and Advisory Agreement, dated November 6, 2014 (the “Management Agreement”). In accordance with the Management Agreement, the Manager provides the Company with a management team, other personnel and corporate infrastructure. Accordingly, all of the individuals who provide services to the Company are currently employees of the Manager. In exchange for the Manager’s services, the Company pays the Manager certain fees, including a management fee and, subject to performance, an incentive fee. The Company also reimburses the Manager for certain costs.
Under the Termination and Cooperation Agreement, the parties have agreed to terminate the Management Agreement effective as of January 1, 2019. In consideration for the termination of the Management Agreement prior to the end of its term, the Company will (i) make aone-time cash payment of $10 million to the Manager and (ii) issue to the Manager 400,000 shares of the Company’s newly created Series A Cumulative Perpetual Preferred Stock, which will have a liquidation preference amount of $100 per share and pay a cumulative quarterly cash dividend at a rate of 6.0% per year (the “Preferred Stock”). The Preferred Stock will be redeemable by the Company at any time. In addition, the Manager will have the right to require the Company to redeem 50% of the Preferred Stock beginning at the end of 2020, and the other 50% beginning at the end of 2021.
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