GENN / Genesis Healthcare, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

- 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-33459 Genesis Healthcare, Inc. (Exact name of registrant as specified i

Annual Report - 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of the Registrant.

? Exhibit 21 ? Subsidiaries of Registrant(1) ? ? ? ? ? Subsidiary(2) ? (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico ? ? ? (1) ?Subsidiaries? for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

Sixth Amendment, dated July 2, 2020, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent.

EX-10.20 2 gen-20201231xex10d20.htm EX-10.20 Exhibit 10.20 AMENDMENT no. 6 TO FOURTH amended and restated CREDIT AGREEMENT This AMENDMENT NO. 6 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of July 2, 2020, and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability c

- FORM 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33459 Genesis Healthcare, Inc. The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Certificate of Designation of the Series A Junior Participating Preferred Stock of the Company, dated March 11, 2021

Exhibit 3.1 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF GENESIS HEALTHCARE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware; Genesis Healthcare, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), in accordance with the provisions of

Tax Benefits Preservation Plan, dated as of March 11, 2021, by and between Genesis Healthcare, Inc., and Equiniti Trust Company

EX-4.1 3 tm219465d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 GENESIS HEALTHCARE, INC. and EQUINITI TRUST COMPANY as Rights Agent, TAX BENEFITS PRESERVATION PLAN Dated as of March 11, 2021 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issuance of Rights Certificates 8 Section 4. Form of Rights Certificates 10 Section 5. Countersignature and Regi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2021 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

- S-8 POS

As filed with the Securities and Exchange Commission on March 8, 2021 Registration No.

- S-8 POS

As filed with the Securities and Exchange Commission on March 8, 2021 Registration No.

- S-8 POS

As filed with the Securities and Exchange Commission on March 8, 2021 Registration No.

- S-8 POS

S-8 POS 1 tmb-20210308xs8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333-244359 Registration No. 333-231371 Registration No. 333-219821 Registration No. 333-204668 Registration No. 333-188485 Registration No. 333-173925 Registration No. 333-159026 Registration No. 333-143069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

- S-8 POS

S-8 POS 1 tmb-20210308xs8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333-244359 Registration No. 333-231371 Registration No. 333-219821 Registration No. 333-204668 Registration No. 333-188485 Registration No. 333-173925 Registration No. 333-159026 Registration No. 333-143069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

- S-8 POS

S-8 POS 1 tmb-20210308xs8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333-244359 Registration No. 333-231371 Registration No. 333-219821 Registration No. 333-204668 Registration No. 333-188485 Registration No. 333-173925 Registration No. 333-159026 Registration No. 333-143069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

- S-8 POS

S-8 POS 1 tmb-20210308xs8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333-244359 Registration No. 333-231371 Registration No. 333-219821 Registration No. 333-204668 Registration No. 333-188485 Registration No. 333-173925 Registration No. 333-159026 Registration No. 333-143069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

- S-8 POS

S-8 POS 1 tmb-20210308xs8pos.htm S-8 POS As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333-244359 Registration No. 333-231371 Registration No. 333-219821 Registration No. 333-204668 Registration No. 333-188485 Registration No. 333-173925 Registration No. 333-159026 Registration No. 333-143069 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

- POS AM

POS AM 1 tmb-20210308xposam.htm POS AM As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. 333-205851 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genesis Healthcare, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-

Fourth Amended and Restated Bylaws of Genesis Healthcare, Inc.

EX-3.1 2 gen-20210302xex3d1.htm EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF GENESIS HEALTHCARE, INC. A Delaware Corporation Effective March 2, 2021 TABLE OF CONTENTS Page Article I OFFICES Section 1.1Registered Office‌1 Section 1.2Other Offices‌1 Article II MEETINGS OF STOCKHOLDERS Section 2.1Place of Meetings‌1 Section 2.2Annual Meetings‌1 Section 2.3Special Meetings‌1 Section 2.4Not

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2021 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

GENESIS HEALTHCARE ANNOUNCES STRATEGIC RESTRUCTURING STEPS TO STRENGTHEN BALANCE SHEET AND CHART PATH FOR RECOVERY

Exhibit 99.1 GENESIS HEALTHCARE ANNOUNCES STRATEGIC RESTRUCTURING STEPS TO STRENGTHEN BALANCE SHEET AND CHART PATH FOR RECOVERY ● Transformative steps reduce debt by approximately $256 million and include an immediate $50 million capital investment ● Opportunity for an additional $25 million capital investment by April 15, 2021 ● Initial capital investment results in two appointments to the Board

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Genesis Healthcare, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Cl

SC 13G/A 1 d100596dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Genesis Healthcare, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Sta

GENESIS HEALTHCARE ANNOUNCES LEADERSHIP CHANGE George V. Hager, Jr. Retires as CEO and Director Board of Directors Appoints Current Chairman, Robert H. Fish as New CEO

‌Exhibit 99.1 GENESIS HEALTHCARE ANNOUNCES LEADERSHIP CHANGE George V. Hager, Jr. Retires as CEO and Director Board of Directors Appoints Current Chairman, Robert H. Fish as New CEO Kennett Square, PA, (January 5, 2021) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, announced today that George V. Hager, Jr. has de

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commiss

GENESIS HEALTHCARE REPORTS THIRD QUARTER 2020 RESULTS Company Provides COVID-19 Update

EX-99.1 2 gen-20201109xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS THIRD QUARTER 2020 RESULTS Company Provides COVID-19 Update KENNETT SQUARE, PA – (November 9, 2020) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, toda

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- S-8

As filed with the U.S. Securities and Exchange Commission on August 11, 2020 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESIS HEALTHCARE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-3934755 (State or Other Jurisdiction of Incorporation or Organ

GENESIS HEALTHCARE REPORTS SECOND QUARTER 2020 RESULTS Company Provides COVID-19 Update

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SECOND QUARTER 2020 RESULTS Company Provides COVID-19 Update KENNETT SQUARE, PA – (August 10, 2020) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the seco

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commissio

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number:

Fourth Amended and Restated Certificate of Incorporation of Genesis Healthcare, Inc. (filed as Exhibit 3.1 to our Current Report on Form 8-K filed on June 9, 2020, and incorporated herein by reference)

Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENESIS HEALTHCARE, INC. (ORIGINALLY INCORPORATED AS SHG HOLDING SOLUTIONS, INC.) Pursuant to Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware Genesis Healthcare, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL

Third Amended and Restated Bylaws of Genesis Healthcare, Inc. (filed as Exhibit 3.2 to our Current Report on Form 8-K filed on June 9, 2020, and incorporated herein by reference)

EX-3.2 3 tmb-20200603xex3d2.htm EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF GENESIS HEALTHCARE, INC. A Delaware Corporation Effective June 3, 2020 TABLE OF CONTENTS Page Article I OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 tmb-20200603x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction o

Genesis Healthcare, Inc. 2020 Omnibus Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 9, 2020, and incorporated herein by reference)

Exhibit 10.1 GENESIS HEALTHCARE, INC. 2020 OMNIBUS INCENTIVE PLAN Section 1. Purpose of Plan. The name of this Plan is the Genesis Healthcare, Inc. 2020 Omnibus Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission F

GENESIS HEALTHCARE REPORTS FIRST QUARTER 2020 RESULTS Company Provides COVID-19 Update

EX-99.1 2 tmb-20200527xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS FIRST QUARTER 2020 RESULTS Company Provides COVID-19 Update KENNETT SQUARE, PA – (May 27, 2020) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today an

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission Fi

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

- DEFA14A

DEFA14A 1 a20-20472defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

GENESIS HEALTHCARE, INC. RECEIVES CONTINUED LISTING STANDARD NOTICE FROM THE NYSE

EX-99.1 2 tmb-20200417xex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE, INC. RECEIVES CONTINUED LISTING STANDARD NOTICE FROM THE NYSE KENNETT SQUARE, PA – (April 23, 2020) – Genesis HealthCare (“Genesis”) (NYSE: GEN), one of the largest post-acute care providers in the United States, today announced that it receiv

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

GEN / Genesis Healthcare, Inc. PRE 14A - - PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

Second Amended and Restated Bylaws of Genesis Healthcare, Inc.

EX-3.1 2 ex-3d1.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF GENESIS HEALTHCARE, INC. A Delaware Corporation Effective March 25, 2020 TABLE OF CONTENTS Page Article I OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article II MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Notice 1

GENESIS HEALTHCARE REPORTS SOLID FOURTH QUARTER AND YEAR END 2019 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SOLID FOURTH QUARTER AND YEAR END 2019 RESULTS KENNETT SQUARE, PA – (March 16, 2020) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the fourth quarter and

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorpo

Subsidiaries of the Registrant.

EX-21 4 gen-20191231ex217513f35.htm EX-21 Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delawar

Fifth Amendment, dated December 3, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent.

Exhibit 10.18 AMENDMENT NO. 5 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT This AMENDMENT NO. 5 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is dated as of December 3, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC,

Description of Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following description of certain terms of our capital stock does not purport to be complete and is qualified in its entirety by reference to our third amended and restated certificate of incorporation, as amended (“Certificate of Incorporation”), our amended and restated by-laws (“By-laws”), copies of which are filed with, or incorporated by reference i

GEN / Genesis Healthcare, Inc. 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission file number: 001-33459 Genes

Financial Statements and Exhibits, Other Events

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2020 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incor

GENESIS HEALTHCARE ENTERS INTO AGREEMENTS WITH NEW GENERATION HEALTH TO TRANSITION THE OPERATIONS OF 19 WEST COAST FACILITIES New Generation Health will provide management services and oversee operations. Genesis will provide administrative support a

EXHIBIT 99.1 For Immediate Release: CONTACT: Investor Relations Lori Mayer, Genesis HealthCare 610-925-2000 GENESIS HEALTHCARE ENTERS INTO AGREEMENTS WITH NEW GENERATION HEALTH TO TRANSITION THE OPERATIONS OF 19 WEST COAST FACILITIES New Generation Health will provide management services and oversee operations. Genesis will provide administrative support and ancillary services. Kennett Square, PA.

GEN / Genesis Healthcare, Inc. / LEBOWITZ STEVEN D - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Genesis Healthcare, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commiss

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commiss

© 2019 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services November 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and

Exhibit 99.1 © 2019 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services November 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contained in this presentation

GEN / Genesis Healthcare, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file nu

Amendment No. 7, dated as of September 12, 2019, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 8, 2019, and incorporated herein by reference).

Exhibit 10.2 Execution Copy AMENDMENT NO. 7 TO LOAN AGREEMENT This Amendment No. 7 to Loan Agreement (this “Agreement”), dated as of September 12, 2019, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability compan

Fourth Amendment, dated September 12, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8, 2019, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 4 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of September 12, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (“Genesis Holdings”), FC-GEN OPERA

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commissi

GENESIS HEALTHCARE REPORTS THIRD QUARTER 2019 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS THIRD QUARTER 2019 RESULTS KENNETT SQUARE, PA – (November 7, 2019) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the third quarter ended September 30, 201

GEN / Genesis Healthcare, Inc. TEXT-EXTRACT - -

November 4, 2019 Thomas DiVittoro Chief Financial Officer Genesis Healthcare, Inc.

LETTER

November 4, 2019 Thomas DiVittoro Chief Financial Officer Genesis Healthcare, Inc.

GEN / Genesis Healthcare, Inc. CORRESP - -

November 4, 2019 VIA EDGAR Mr. Charles Eastman Senior Staff Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Genesis Healthcare, Inc. Form 8-K Filed August 8, 2019 File No. 1-33459 Dear Mr. Eastman: This letter is provided by Genesis Healthcare, Inc. (the “Company”) in response to and based on our conversations with th

GEN / Genesis Healthcare, Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 gen-20190630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period

Third Amendment, dated June 5, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 9, 2019, and incorporated herein by reference).

Exhibit 10.2 AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (“Genesis Holdings”), FC-GEN OPERATIONS

Amendment No. 6, dated as of May 9, 2019, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 9, 2019, and incorporated herein by reference).

EX-10.3 4 gen-20190630ex10338f024.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 6 TO LOAN AGREEMENT This Amendment No. 6 to Loan Agreement (this “Agreement”), dated as of May 9, 2019, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware

Second Amendment, dated April 12, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 9, 2019, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of April 12, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (“Genesis Holdings”), FC-GEN OPERATION

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

GENESIS HEALTHCARE REPORTS SOLID SECOND QUARTER 2019 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SOLID SECOND QUARTER 2019 RESULTS KENNETT SQUARE, PA – (August 8, 2019) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the second quarter ended June 30, 20

© 2019 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services August 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and an

Exhibit 99.2 © 2019 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services August 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contained in this presentation co

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission F

GEN / Genesis Healthcare, Inc. 144 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. 144 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. 144 144

144 1 a19-100102144.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copie

GEN / Genesis Healthcare, Inc. 144 144

144 1 a19-100104144.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copie

GEN / Genesis Healthcare, Inc. 144 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission Fi

© 2019 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services May 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any o

Exhibit 99.2 © 2019 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services May 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contained in this presentation const

GENESIS HEALTHCARE REPORTS SOLID FIRST QUARTER 2019 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SOLID FIRST QUARTER 2019 RESULTS KENNETT SQUARE, PA – (May 9, 2019) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the first quarter ended March 31, 2019.

Employment Agreement dated as of February 2, 2015 by and between Genesis Administrative Services, LLC and Michael S. Sherman

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) dated February 2, 2015, effective as of immediately following the Closing, as defined in the Purchase Agreement, as defined below, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Michael S. Sherman (“Executive”). WITNESSETH WHEREAS, pursuant to the Purchase a

First Amendment, dated March 13, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on May 10, 2019, and incorporated herein by reference).

Exhibit 10.4 AMENDMENT no. 1 TO FOURTH amended and restated CREDIT AGREEMENT This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 13, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (“Genesis Holdings”), FC-GEN OPERATION

GEN / Genesis Healthcare, Inc. S-8 S-8

S-8 1 s-8.htm S-8 As filed with the U.S. Securities and Exchange Commission on May 10, 2019 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESIS HEALTHCARE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-3934755 (State or Other Jurisdiction of Incorpo

Amendment No. 5, dated as of March 13, 2019, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on May 10, 2019, and incorporated herein by reference).

Exhibit 10.3 AMENDMENT NO. 5 TO LOAN AGREEMENT This Amendment No. 5 to Loan Agreement (this “Agreement”), dated as of March 13, 2019, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN O

GEN / Genesis Healthcare, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number

Amended and Restated Employment Agreement, dated as of April 1, 2019, between George V. Hager, Jr. and Genesis Administrative Services, LLC (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 10, 2019, and incorporated herein by reference).

EX-10.1 2 gen-20190331ex101794f21.htm EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is dated April 1, 2019, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and GEORGE V. HAGER, JR. (“Executive”). WHEREAS, the Executive is currently employed by the Company pur

GEN / Genesis Healthcare, Inc. DEFA14A DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

GEN / Genesis Healthcare, Inc. DEF 14A DEF 14A

DEF 14A 1 a19-26151def14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Co

GENESIS HEALTHCARE REPORTS SOLID FOURTH QUARTER 2018 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SOLID FOURTH QUARTER 2018 RESULTS KENNETT SQUARE, PA – (March 18, 2019) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the fourth quarter ended December 31

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

© 2018 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services March 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any

Exhibit 99.2 © 2018 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services March 2019 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contained in this presentation con

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico (1) “Subsidiaries” for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

GEN / Genesis Healthcare, Inc. 10-K (Annual Report)

10-K 1 gen-20181231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-3345

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorpo

GEN / Genesis Healthcare, Inc. / Senior Care Genesis, Llc - SCHEDULE 13D Activist Investment

SC 13D 1 sched13dgenesis.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) David A. Reis 500 Mamaroneck Ave., Suite 406 Harrison, NY 10528 (

GEN / Genesis Healthcare, Inc. / Reis David A - SCHEDULE 13D Activist Investment

SC 13D 1 sched13dgenesis.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) David A. Reis 500 Mamaroneck Ave., Suite 406 Harrison, NY 10528 (

POWER OF ATTORNEY

EX-99.C Exhibit C POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Andrew Collins as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.S. Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5, and any amendments thereto, in accordance with

GEN / Genesis Healthcare, Inc. / LEBOWITZ STEVEN D - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Genesis Healthcare, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

POWER OF ATTORNEY

EX-99.C Exhibit C POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Andrew Collins as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.S. Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5, and any amendments thereto, in accordance with

Item 8 Statement

EX-99.B 3 d625387dex99b.htm EX-99.B Exhibit B Item 8 Statement Due to the relationships amongst them, all of the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Joint Filing Agreement

EX-99.A 2 d625387dex99a.htm EX-99.A Exhibit A Joint Filing Agreement The undersigned agree and consent to the joint filing on their behalf of this Schedule 13G/A, and all amendments thereto, relating to the Class A Common Stock, par value $0.001 per share, of Genesis Healthcare, Inc. Steven D. Lebowitz David Lebowitz By: /s/ Andrew Collins By: /s/ Andrew Collins Andrew Collins, Attorney-In-Fact An

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2019 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commissi

GENESIS HEALTHCARE ENTERS INTO PARTNERSHIP TO BUY BACK REAL ESTATE HISTORICALLY LEASED FROM WELLTOWER INC. Enters into new lease agreement with purchase option for 15 facilities; 7 facilities divested.

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release: CONTACT: Investor Relations Lori Mayer, Genesis HealthCare 610-925-2000 GENESIS HEALTHCARE ENTERS INTO PARTNERSHIP TO BUY BACK REAL ESTATE HISTORICALLY LEASED FROM WELLTOWER INC. Enters into new lease agreement with purchase option for 15 facilities; 7 facilities divested. Kennett Square, Pa. – February 4, 2019 – Genesis HealthCare

GEN / Genesis Healthcare, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file nu

GENESIS HEALTHCARE REPORTS SOLID THIRD QUARTER 2018 RESULTS

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SOLID THIRD QUARTER 2018 RESULTS KENNETT SQUARE, PA – (November 7, 2018) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the t

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incor

© 2018 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services November 2018 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and

EX-99.2 3 ex-99d2.htm EX-99.2 Exhibit 99.2 © 2018 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services November 2018 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects c

© 2018 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services November 2018 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and

EX-99.2 3 ex-99d2.htm EX-99.2 Exhibit 99.2 © 2018 by Genesis Healthcare, Inc. All Rights Reserved. A leading provider of post-acute services November 2018 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects c

GENESIS HEALTHCARE REPORTS SOLID THIRD QUARTER 2018 RESULTS

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SOLID THIRD QUARTER 2018 RESULTS KENNETT SQUARE, PA – (November 7, 2018) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the t

GEN / Genesis Healthcare, Inc. / Fishman Steven E. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7 - Final Amendment)* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Steven Fishman c/o ZAC Management Group, LLC 1617 JFK Boulevard, Suite 545 Philadelphia,

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commissi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commissio

GENESIS HEALTHCARE ANNOUNCES COMPLETED DIVESTITURE OF 16 FACILITIES IN TEXAS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE ANNOUNCES COMPLETED DIVESTITURE OF 16 FACILITIES IN TEXAS KENNETT SQUARE, PA – (October 2, 2018) – Genesis HealthCare (Genesis, or the Company) (NYSE: GEN), one of the largest post-acute care providers in the United States, today announced it completed the sale of 15 owned skilled nurs

GENESIS HEALTHCARE ANNOUNCES COMPLETED DIVESTITURE OF 16 FACILITIES IN TEXAS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE ANNOUNCES COMPLETED DIVESTITURE OF 16 FACILITIES IN TEXAS KENNETT SQUARE, PA – (October 2, 2018) – Genesis HealthCare (Genesis, or the Company) (NYSE: GEN), one of the largest post-acute care providers in the United States, today announced it completed the sale of 15 owned skilled nurs

GEN / Genesis Healthcare, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number:

GENESIS HEALTHCARE REPORTS STRONG SECOND QUARTER 2018 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS STRONG SECOND QUARTER 2018 RESULTS KENNETT SQUARE, PA – (August 7, 2018) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the second quarter ended June 30, 2

GENESIS HEALTHCARE REPORTS STRONG SECOND QUARTER 2018 RESULTS

Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS STRONG SECOND QUARTER 2018 RESULTS KENNETT SQUARE, PA – (August 7, 2018) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the second quarter ended June 30, 2

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorpo

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

GEN / Genesis Healthcare, Inc. / Fishman Steven E. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Steven Fishman c/o ZAC Management Group, LLC 1617 JFK Boulevard, Suite 545 Philadelphia, PA 19103 (267) 76

Fifth Amended and Restated Voting Agreement, dated as of July 31, 2018, by and among the stockholders set forth on Schedule A thereto (filed herewith)

Exhibit 1 FIFTH AMENDED AND RESTATED VOTING AGREEMENT This FIFTH AMENDED AND RESTATED VOTING AGREEMENT, dated as of July 31, 2018 (this “Agreement”), is by and among the individuals and entities who hold beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) of the Shares (as defined below), any other individuals and entities set forth on Schedule A hereto (the foregoing, collectively, the “Stockholders”) and any individual or entity who becomes a party hereto after the date hereof pursuant to Section 8(m) of this Agreement.

Item 8 Statement

EX-99.B 3 a18-172961ex99db.htm EX-99.B Exhibit B Item 8 Statement Due to the relationships amongst them, all of the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

POWER OF ATTORNEY

Exhibit C POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Andrew Collins as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.

POWER OF ATTORNEY

Exhibit C POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints Andrew Collins as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for, and on behalf of, the undersigned and to file with the U.

Item 8 Statement

EX-99.B 3 a18-172961ex99db.htm EX-99.B Exhibit B Item 8 Statement Due to the relationships amongst them, all of the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Joint Filing Agreement

Exhibit A Joint Filing Agreement The undersigned agree and consent to the joint filing on their behalf of this Schedule 13G, and all amendments thereto, relating to the Class A Common Stock, par value $0.

GEN / Genesis Healthcare, Inc. / LEBOWITZ STEVEN D - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genesis Healthcare, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) December 20, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission F

GEN / Genesis Healthcare, Inc. 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2020 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Amendment No. 2 dated as of March 6, 2018 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities affiliated with Genesis Healthcare LLC set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.16 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.16 AMENDMENT no. 2 TO SECOND amended and restated REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 6, 2018 and is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC, a Delaware limited liability company (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLL

Second Amendment, dated September 27, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.7 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (B-1) THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 27th day of September, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive offi

GEN / Genesis Healthcare, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number

Amendment No. 2 dated as of March 6, 2018 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities affiliated with Genesis Healthcare LLC set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.16 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.16 AMENDMENT no. 2 TO SECOND amended and restated REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 6, 2018 and is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC, a Delaware limited liability company (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLL

First Amendment, dated June 30, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

EX-10.6 15 gen-20180331ex10610313b.htm EX-10.6 Exhibit 10.6 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (B-1) THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 30th day of June, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“L

Third Amendment, dated October 20, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.8 third AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (B-1) THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 20th day of October, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive office l

Fourth Amended and Restated Credit Agreement, dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent thereto (filed as Exhibit 10.15 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.15 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 6, 2018 among GENESIS HEALTHCARE, INC. FC-GEN OPERATIONS INVESTMENT, LLC SKILLED HEALTHCARE, LLC GENESIS HOLDINGS, LLC GENESIS HEALTHCARE LLC and THE OTHER ENTITIES LISTED ON ANNEX I-A, as Borrowers, THE OTHER ENTITIES LISTED ON ANNEX I-B, as Guarantors and THE LENDERS AND L/C ISSUERS PARTY HERETO MIDCAP FUNDING IV TRUST,

Second Amendment, dated September 27, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.7 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (B-1) THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 27th day of September, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive offi

Second Amendment, dated September 27, 2017, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.7 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (B-1) THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 27th day of September, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive offi

First Amendment, dated December 22, 2017, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.10 FIRST AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT THIS FIRST AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED Loan AGREEMENT (“Amendment”) is dated as of the 22nd day of December, 2017 (the “Amendment Effective Date”) between WELLTOWER Inc., formerly known as Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware (“Lender”), and each

Employment Agreement dated as of March 2, 2015 by and between Genesis Administrative Services, LLC and Paul Bach.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) dated March 2, 2015, (the “Effective Date”) by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Paul Bach (“Executive”). WITNESSETH WHEREAS, prior to the Effective Date, the Executive was employed by the Company pursuant to an Amended and Restated Employment Agre

Amendment No. 4, dated as of March 6, 2018, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent (filed as Exhibit 10.17 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.17 AMENDMENT NO. 4 TO LOAN AGREEMENT This Amendment No. 4 to Loan Agreement (this “Amendment”), dated as of March 6, 2018 is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OP

Amendment No. 4, dated as of March 6, 2018, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent (filed as Exhibit 10.17 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.17 AMENDMENT NO. 4 TO LOAN AGREEMENT This Amendment No. 4 to Loan Agreement (this “Amendment”), dated as of March 6, 2018 is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OP

Second Amendment, dated February 21, 2018, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.11 SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having i

Third Amendment, dated March 30, 2018, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.12 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.12 THIRD AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT THIS THIRD AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED Loan AGREEMENT (“Amendment”) is dated as of the 30th day of March, 2018 (the “Amendment Effective Date”) between WELLTOWER Inc., formerly known as Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware (“Lender”), and each of

Amendment No. 2 dated as of March 6, 2018 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities affiliated with Genesis Healthcare LLC set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.16 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.16 AMENDMENT no. 2 TO SECOND amended and restated REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 6, 2018 and is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC, a Delaware limited liability company (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLL

Second Amendment, dated February 21, 2018, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.11 SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having i

Amendment No. 2 dated as of March 6, 2018 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities affiliated with Genesis Healthcare LLC set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.16 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.16 AMENDMENT no. 2 TO SECOND amended and restated REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is dated as of March 6, 2018 and is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC, a Delaware limited liability company (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLL

Amendment No. 10 dated as of March 6, 2018, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent.

Exhibit 10.14 limited waiver and AMENDMENT no. 10 TO third amended and restated CREDIT AGREEMENT This LIMITED WAIVER AND AMENDMENT NO. 10 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 6, 2018 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company

First Amendment, dated February 21, 2018, to the Amended and Restated Loan Agreement (A-2), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.5 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (a-2) THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive office

Second Amendment, dated February 21, 2018, to the Consolidated Amended and Restated Loan Agreement, dated as of October 1, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.11 SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT THIS SECOND AMENDMENT TO consolidated, AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having i

Amendment No. 2, dated February 21, 2018, to the Twentieth Amended and Restated Master Lease Agreement, dated January 31, 2017, between FC-GEN Real Estate, LLC and Genesis Operations LLC.

Exhibit 10.3 SECOND AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT THIS SECOND AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”), having its chief ex

Fourth Amended and Restated Credit Agreement, dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent thereto (filed as Exhibit 10.15 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.15 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 6, 2018 among GENESIS HEALTHCARE, INC. FC-GEN OPERATIONS INVESTMENT, LLC SKILLED HEALTHCARE, LLC GENESIS HOLDINGS, LLC GENESIS HEALTHCARE LLC and THE OTHER ENTITIES LISTED ON ANNEX I-A, as Borrowers, THE OTHER ENTITIES LISTED ON ANNEX I-B, as Guarantors and THE LENDERS AND L/C ISSUERS PARTY HERETO MIDCAP FUNDING IV TRUST,

Omnibus Agreement dated as of February 21, 2018 by and between Welltower Inc., Welltower TRS Holdco LLC, OHI Mezz Lender LLC and Genesis Healthcare, Inc. (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.2 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into as of February 21, 2018 by and between WELLTOWER INC. (“WT”; as used herein ‘WT’ shall mean Welltower Inc. and its subsidiaries and affiliates which are parties to the Transaction Documents defined below), WELLTOWER TRS HOLDCO LLC, a Delaware LLC (“TRS Holdco”) (solely for the purposes of Section 2(d) of this

Fourth Amended and Restated Credit Agreement, dated as of March 6, 2018, by and among Genesis Healthcare, Inc. and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and MidCap Funding IV Trust LLC, as administrative agent and collateral agent thereto (filed as Exhibit 10.15 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.15 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 6, 2018 among GENESIS HEALTHCARE, INC. FC-GEN OPERATIONS INVESTMENT, LLC SKILLED HEALTHCARE, LLC GENESIS HOLDINGS, LLC GENESIS HEALTHCARE LLC and THE OTHER ENTITIES LISTED ON ANNEX I-A, as Borrowers, THE OTHER ENTITIES LISTED ON ANNEX I-B, as Guarantors and THE LENDERS AND L/C ISSUERS PARTY HERETO MIDCAP FUNDING IV TRUST,

Fourth Amendment, dated February 21, 2018, to the Amended and Restated Loan Agreement (B-1), dated as of December 22, 2016, between Welltower Inc. and each of the borrowers set forth on Schedule 1 thereto (filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.9 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (B-1) THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive offi

Amendment No. 9 dated as of February 23, 2018, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.

EX-10.13 6 gen-20180331ex101317e65.htm EX-10.13 Exhibit 10.13 AMENDMENT NO. 9 TO CREDIT AGREEMENT AND LIMITED CONSENT This Amendment No. 9 to Credit Agreement and Limited Consent (this “Agreement”), dated as of February 23, 2018, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Anne

Amendment No. 4, dated as of March 6, 2018, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as lenders and Welltower, Inc. as the administrative agent and collateral agent (filed as Exhibit 10.17 to our Quarterly Report on Form 10-Q filed on May 10, 2018, and incorporated herein by reference).

Exhibit 10.17 AMENDMENT NO. 4 TO LOAN AGREEMENT This Amendment No. 4 to Loan Agreement (this “Amendment”), dated as of March 6, 2018 is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OP

Amendment No. 3, dated March 6, 2018, to the Twentieth Amended and Restated Master Lease Agreement, dated January 31, 2017, between FC-GEN Real Estate, LLC and Genesis Operations LLC.

Exhibit 10.4 THIRD AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT THIS THIRD AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is effective this 6th day of March, 2018 (the “Amendment Effective Date”) among FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”), having its chief executiv

GENESIS HEALTHCARE REPORTS FIRST QUARTER 2018 RESULTS

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS FIRST QUARTER 2018 RESULTS KENNETT SQUARE, PA – (May 10, 2018) – Genesis Healthcare, Inc. (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the first quart

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission F

GEN / Genesis Healthcare, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

GEN / Genesis Healthcare, Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

GENESIS HEALTHCARE REPORTS FOURTH QUARTER AND FISCAL YEAR END 2017 RESULTS

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS FOURTH QUARTER AND FISCAL YEAR END 2017 RESULTS KENNETT SQUARE, PA – (March 16, 2018) – Genesis HealthCare (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

Amendment No. 8 dated as of December 21, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.

Exhibit 10.20 AMENDMENT NO. 8 TO CREDIT AGREEMENT This Amendment No. 8 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “Borrowers”), each of the Le

Amendment No. 1 dated as of December 21, 2017 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and Healthcare Financial Solutions, LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.22 to our Annual Report on Form 10-K filed on March 16, 2018, and incorporated herein by reference).

Exhibit 10.22 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLLC and certain of its Affiliates listed on Annex II hereto (collectively, the “Guarantors”) and HEALTHCARE FINANCIAL

GEN / Genesis Healthcare, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-33459 Genesis Healthcare, Inc. (Exact

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico (1) “Subsidiaries” for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

Amendment No. 1 dated as of December 21, 2017 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and Healthcare Financial Solutions, LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.22 to our Annual Report on Form 10-K filed on March 16, 2018, and incorporated herein by reference).

Exhibit 10.22 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLLC and certain of its Affiliates listed on Annex II hereto (collectively, the “Guarantors”) and HEALTHCARE FINANCIAL

Amendment No. 1 dated as of December 21, 2017 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and Healthcare Financial Solutions, LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.22 to our Annual Report on Form 10-K filed on March 16, 2018, and incorporated herein by reference).

Exhibit 10.22 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLLC and certain of its Affiliates listed on Annex II hereto (collectively, the “Guarantors”) and HEALTHCARE FINANCIAL

Amendment No. 8 dated as of December 21, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.

Exhibit 10.20 AMENDMENT NO. 8 TO CREDIT AGREEMENT This Amendment No. 8 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “Borrowers”), each of the Le

Amendment No. 1 dated as of December 21, 2017 to that certain Second Amended and Restated Revolving Credit Agreement, dated as of March 31, 2016, among certain borrower entities set forth therein, certain guarantor entities set forth therein, certain lender entities set forth therein, and Healthcare Financial Solutions, LLC, as administrative agent and collateral agent, regarding HUD centers (filed as Exhibit 10.22 to our Annual Report on Form 10-K filed on March 16, 2018, and incorporated herein by reference).

Exhibit 10.22 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among certain Affiliates of GENESIS HEALTHCARE LLC (“GHLLC”), listed on Annex I hereto (collectively, “Borrowers”), GHLLC and certain of its Affiliates listed on Annex II hereto (collectively, the “Guarantors”) and HEALTHCARE FINANCIAL

Amendment No. 8 dated as of December 21, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.

Exhibit 10.20 AMENDMENT NO. 8 TO CREDIT AGREEMENT This Amendment No. 8 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “Borrowers”), each of the Le

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico (1) “Subsidiaries” for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico (1) “Subsidiaries” for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

Amendment No. 8 dated as of December 21, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.

Exhibit 10.20 AMENDMENT NO. 8 TO CREDIT AGREEMENT This Amendment No. 8 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “Borrowers”), each of the Le

Amendment No. 8 dated as of December 21, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent.

Exhibit 10.20 AMENDMENT NO. 8 TO CREDIT AGREEMENT This Amendment No. 8 to Credit Agreement (this “Agreement”), dated as of December 21, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “Borrowers”), each of the Le

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico (1) “Subsidiaries” for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

Subsidiaries of the Registrant.

Exhibit 21 Subsidiaries of Registrant(1) Subsidiary(2) (Name under which subsidiary does business) State of Incorporation or Organization FC-GEN Operations Investment LLC Delaware Genesis Administrative Services LLC Delaware Genesis Eldercare Rehabilitation Services LLC Delaware GHC Holdings LLC Delaware SHG Resources, LLC Delaware Summit Care, LLC Delaware SunBridge Healthcare LLC New Mexico (1) “Subsidiaries” for purposes of this Exhibit 21 include corporations, limited liability companies and limited partnerships directly or indirectly wholly owned by Genesis Healthcare, Inc.

A leading provider of post‐acute services March 2018 © 2018 by Genesis Healthcare, Inc. All Rights Reserved.

Exhibit 99.1 A leading provider of post‐acute services March 2018 © 2018 by Genesis Healthcare, Inc. All Rights Reserved. Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contained in this presentation con

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

GENESIS HEALTHCARE CLOSES ON PREVIOUSLY ANNOUNCED FINANCING COMMITMENTS

Exhibit 99.1 For Immediate Release: CONTACT: Investor & Public Relations Lori Mayer, Genesis HealthCare 610-925-2000 GENESIS HEALTHCARE CLOSES ON PREVIOUSLY ANNOUNCED FINANCING COMMITMENTS Kennett Square, Pa. – March 6, 2018- Genesis HealthCare (NYSE: GEN) (Genesis or the Company), one of the nation’s largest providers of post-acute care, today announced it has closed on its previously announced $

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incorporation) (Commission

GENESIS HEALTHCARE REGAINS COMPLIANCE WITH NYSE CONTINUED LISTING STANDARD

Exhibit 99.1 For Immediate Release: CONTACT: Investor & Public Relations Lori Mayer, Genesis HealthCare 610-925-2000 GENESIS HEALTHCARE REGAINS COMPLIANCE WITH NYSE CONTINUED LISTING STANDARD Kennett Square, Pa. – March 1, 2018- Genesis HealthCare (NYSE: GEN) (Genesis or the Company), one of the nation’s largest providers of post-acute care, today announced that it received written notification fr

GENESIS ANNOUNCES NEW FINANCING COMMITMENTS AND PROVIDES UPDATES TO PREVIOUSLY ANNOUNCED RESTRUCTURING PLANS $70 Million of Additional Liquidity from New and Expanded Loan Commitments $54 Million of Annual Lease Reductions Effective January 1, 2018

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release: CONTACT: Investor & Public Relations Lori Mayer, Genesis HealthCare 610-925-2000 GENESIS ANNOUNCES NEW FINANCING COMMITMENTS AND PROVIDES UPDATES TO PREVIOUSLY ANNOUNCED RESTRUCTURING PLANS $70 Million of Additional Liquidity from New and Expanded Loan Commitments $54 Million of Annual Lease Reductions Effective January 1, 2018 Kenn

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

gencurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

gencurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fourth Amended and Restated Voting Agreement, dated as of February 15, 2018, by and among the stockholders set forth on Schedule A thereto (filed herewith)

Exhibit 1 FOURTH AMENDED AND RESTATED VOTING AGREEMENT This FOURTH AMENDED AND RESTATED VOTING AGREEMENT, dated as of February 15, 2018 (this “Agreement”), is by and among the individuals and entities who hold beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) of the Shares (as defined below), any other individuals and entities set forth on Schedule A hereto (the foregoing, collectively, the “Stockholders”) and any individual or entity who becomes a party hereto after the date hereof pursuant to Section 8(m) of this Agreement.

GEN / Genesis Healthcare, Inc. / Fishman Steven E. Activist Investment

SC 13D/A 1 se13da5-genesisfishman.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Steven Fishman c/o Formation Capital, LLC 1671 JFK Boulevard, Suite

Fourth Amended and Restated Voting Agreement, dated as of February 15, 2018, by and among the stockholders set forth on Schedule A thereto (filed herewith)

Exhibit 1 FOURTH AMENDED AND RESTATED VOTING AGREEMENT This FOURTH AMENDED AND RESTATED VOTING AGREEMENT, dated as of February 15, 2018 (this “Agreement”), is by and among the individuals and entities who hold beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) of the Shares (as defined below), any other individuals and entities set forth on Schedule A hereto (the foregoing, collectively, the “Stockholders”) and any individual or entity who becomes a party hereto after the date hereof pursuant to Section 8(m) of this Agreement.

GEN / Genesis Healthcare, Inc. / WELLTOWER INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A common stock, $0.001 par value per share (Title of Class of Securities) 37185X106 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

genCurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2018 Genesis Healthcare, Inc. (Exact name of registrant as specified in its charter) Delaware 001-33459 20-3934755 (State or Other Jurisdiction of Incor

A leading provider of post

genEx991 Exhibit 99.1 A leading provider of post‐acute services January 2018 © 2018 by Genesis Healthcare, Inc. All Rights Reserved. Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contained in this prese

GENESIS HEALTHCARE, INC. RECEIVES CONTINUED LISTING STANDARD NOTICE FROM THE NYSE

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE, INC. RECEIVES CONTINUED LISTING STANDARD NOTICE FROM THE NYSE KENNETT SQUARE, PA – (November 29, 2017) – Genesis HealthCare (“Genesis”) (NYSE: GEN), one of the largest post-acute care providers in the United States, today announced that it received writte

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

gencurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GENESIS HEALTHCARE ANNOUNCES PLANS TO STRENGTHEN CAPITAL STRUCTURE AND REPORTS THIRD QUARTER 2017 RESULTS

Ex991 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE ANNOUNCES PLANS TO STRENGTHEN CAPITAL STRUCTURE AND REPORTS THIRD QUARTER 2017 RESULTS KENNETT SQUARE, PA – (November 8, 2017) – Genesis HealthCare (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced it has reac

Financial Statements and Exhibits, Results of Operations and Financial Condition

gencurrent folio8KEarnings UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amendment No. 3, dated as of August 8, 2017, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as the initial lenders and Welltower Inc. as the administrative agent and collateral agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 to Loan Agreement (this “Agreement”), dated as of August 8, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN O

GEN / Genesis Healthcare, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file nu

Amendment No. 3, dated as of August 8, 2017, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as the initial lenders and Welltower Inc. as the administrative agent and collateral agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 to Loan Agreement (this “Agreement”), dated as of August 8, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN O

Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.2 AMENDED AND RESTATED GENESIS HEALTHCARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliat

Amendment No. 3, dated as of August 8, 2017, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as the initial lenders and Welltower Inc. as the administrative agent and collateral agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 to Loan Agreement (this “Agreement”), dated as of August 8, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN O

Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.2 AMENDED AND RESTATED GENESIS HEALTHCARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliat

Amendment No. 3, dated as of August 8, 2017, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as the initial lenders and Welltower Inc. as the administrative agent and collateral agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.1 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 to Loan Agreement (this “Agreement”), dated as of August 8, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN O

Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.2 AMENDED AND RESTATED GENESIS HEALTHCARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliat

Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.2 AMENDED AND RESTATED GENESIS HEALTHCARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliat

Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 8, 2017, and incorporated herein by reference).

Exhibit 10.2 AMENDED AND RESTATED GENESIS HEALTHCARE, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Amended and Restated Genesis Healthcare, Inc. 2015 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliat

Financial Statements and Exhibits

genCurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

A leading provider of post-acute services © 2017 by Genesis Healthcare, Inc. All Rights Reserved. September 2017

genCurrent folioEX99-1 Exhibit 99.1 A leading provider of post-acute services © 2017 by Genesis Healthcare, Inc. All Rights Reserved. September 2017 Safe Harbor Statement Certain statements in this presentation regarding the expected benefits of future opportunities for the Company and any other statements regarding the Company’s future expectations, beliefs, goals, strategies or prospects contain

GEN / Genesis Healthcare, Inc. / ONEX CORP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.) (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Andrea Daly, Esq. c/o Onex Corporation 161 Bay

Genesis Healthcare S-8

gencurrent folioS8 As filed with the U.S. Securities and Exchange Commission on August 9, 2017 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESIS HEALTHCARE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 20-3934755 (State or Other Jurisdiction of Inco

Amendment No. 7 dated as of May 5, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

EX-10.1 2 gen-20170630ex1010faf0c.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT This Amendment No. 7 to Credit Agreement (this “Agreement”), dated as of May 5, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, col

Amendment No. 1, dated May 5, 2017, to the Twentieth Amended and Restated Master Lease Agreement, dated January 31, 2017, between FC-GEN Real Estate, LLC and Genesis Operations LLC (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

EX-10.3 4 gen-20170630ex103df3bf0.htm EX-10.3 Exhibit 10.3 FIRST AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT THIS FIRST AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is executed this 5th day of May, 2017 (the “Amendment Effective Date”) among FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaw

GEN / Genesis Healthcare, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number:

Amendment No. 7 dated as of May 5, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

EX-10.1 2 gen-20170630ex1010faf0c.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT This Amendment No. 7 to Credit Agreement (this “Agreement”), dated as of May 5, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, col

Amendment No. 7 dated as of May 5, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

EX-10.1 2 gen-20170630ex1010faf0c.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT This Amendment No. 7 to Credit Agreement (this “Agreement”), dated as of May 5, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, col

Amendment No. 7 dated as of May 5, 2017, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, Skilled Healthcare, LLC, Genesis Holdings, LLC, Genesis Healthcare LLC, certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

EX-10.1 2 gen-20170630ex1010faf0c.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 7 TO CREDIT AGREEMENT This Amendment No. 7 to Credit Agreement (this “Agreement”), dated as of May 5, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, col

Amendment No. 1, dated May 5, 2017, to the Twentieth Amended and Restated Master Lease Agreement, dated January 31, 2017, between FC-GEN Real Estate, LLC and Genesis Operations LLC (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

EX-10.3 4 gen-20170630ex103df3bf0.htm EX-10.3 Exhibit 10.3 FIRST AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT THIS FIRST AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is executed this 5th day of May, 2017 (the “Amendment Effective Date”) among FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaw

Amendment No. 2, dated as of May 5, 2017, to Term Loan Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC, GEN Operations I, LLC and GEN Operations II, LLC as borrowers, HCRI Tucson Properties, Inc. and OHI Mezz Lender, LLC as the initial lenders and Welltower Inc. as the administrative agent and collateral agent (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 9, 2017, and incorporated herein by reference).

Exhibit 10.2 AMENDMENT NO. 2 AND WAIVER TO LOAN AGREEMENT This Amendment No. 2 and Waiver to Loan Agreement (this “Agreement”), dated as of May 5, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability compan

GENESIS HEALTHCARE REPORTS SECOND QUARTER 2017 RESULTS

Ex991 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS SECOND QUARTER 2017 RESULTS KENNETT SQUARE, PA ? (August 8, 2017) ? Genesis HealthCare (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the second quarter ended June 30, 2017. Se

Financial Statements and Exhibits, Results of Operations and Financial Condition

gencurrent folio8KEarnings UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

gencurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

THIRD AMENDED AND RESTATED VOTING AGREEMENT

Exhibit 1 THIRD AMENDED AND RESTATED VOTING AGREEMENT This THIRD AMENDED AND RESTATED VOTING AGREEMENT, dated as of July 31, 2017 (this “Agreement”), is by and among the individuals and entities who hold beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) of the Shares (as defined below), any other individuals and entities set forth on Schedule A hereto (the foregoing, collectively, the “Stockholders”) and any individual or entity who becomes a party hereto after the date hereof pursuant to Section 8(n) of this Agreement.

THIRD AMENDED AND RESTATED VOTING AGREEMENT

Exhibit 1 THIRD AMENDED AND RESTATED VOTING AGREEMENT This THIRD AMENDED AND RESTATED VOTING AGREEMENT, dated as of July 31, 2017 (this “Agreement”), is by and among the individuals and entities who hold beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) of the Shares (as defined below), any other individuals and entities set forth on Schedule A hereto (the foregoing, collectively, the “Stockholders”) and any individual or entity who becomes a party hereto after the date hereof pursuant to Section 8(n) of this Agreement.

GEN / Genesis Healthcare, Inc. / Fishman Steven E. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* GENESIS HEALTHCARE, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Steven Fishman c/o Formation Capital, LLC 1671 JFK Boulevard, Suite 545 Philadelphia, PA 19103 (267) 763-5

GEN / Genesis Healthcare, Inc. / ONEX CORP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.) (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Andrea Daly, Esq. c/o Onex Corporation 161 Bay

GEN / Genesis Healthcare, Inc. / ONEX CORP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.) (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Andrea Daly, Esq. c/o Onex Corporation 161 Bay

Submission of Matters to a Vote of Security Holders

genCurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Genesis Healthcare 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2017 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Genesis Healthcare 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2017 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Genesis Healthcare 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2017 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Genesis Healthcare 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2017 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Genesis Healthcare 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2017 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

Genesis Healthcare 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: June 30, 2017 Estimated average burden hours per response . . . 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently

GEN / Genesis Healthcare, Inc. / ONEX CORP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Genesis Healthcare, Inc. (formerly known as Skilled Healthcare Group, Inc.) (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 37185X 106 (CUSIP Number) Andrea Daly, Esq. c/o Onex Corporation 161 Bay

GENESIS HEALTHCARE REPORTS FIRST QUARTER 2017 RESULTS

Ex991 Exhibit 99.1 FOR IMMEDIATE RELEASE Genesis HealthCare Contact: Investor Relations 610-925-2000 GENESIS HEALTHCARE REPORTS FIRST QUARTER 2017 RESULTS KENNETT SQUARE, PA – (May 9, 2017) – Genesis HealthCare (Genesis, or the Company) (NYSE:GEN), one of the largest post-acute care providers in the United States, today announced operating results for the first quarter ended March 31, 2017. First

Financial Statements and Exhibits, Results of Operations and Financial Condition

gencurrent folio8KER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017. OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number

Genesis Healthcare DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Genesis Healthcare, Inc. 2015 Amended and Restated Omnibus Equity Incentive Plan (filed as Exhibit A to our definitive proxy statement on Schedule 14A filed on April 28, 2017, and incorporated herein by reference)

DEF 14A 1 a17-24541def14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Co

Genesis Healthcare 8-K (Current Report/Significant Event)

genCurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

gencurrent folio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.