Genesis files shelf registration statement with the U.S. Securities and Exchange Commission

Genesis HealthCare (Genesis), one of the nation's largest providers of post-acute care, today announced that it has filed a shelf registration statement on Form S-3 with the United States Securities and Exchange Commission ("SEC"). The registration statement will allow for the resale to the public from time to time of up to $300,000,000 of shares of our Class A Common Stock by certain stockholders who hold registration rights. Genesis will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.

In addition, under the shelf registration, Genesis will be able to offer and sell to the public from time to time up to $100,000,000 of shares Class A Common Stock, preferred stock, warrants or depositary shares. Although the Company currently does not plan to raise additional capital, the shelf registration statement enhances the Company's financial flexibility in the event appropriate opportunities present themselves and market conditions are favorable.

The terms of any securities offered under the registration statement, and the intended use of the net proceeds resulting therefrom, will be established at the times of the offerings, if any, and will be described in prospectus supplements filed with the SEC at the times of the offerings.

Although the registration statement relating to these securities has been filed with the SEC, it has not yet become effective and, at the present time, Genesis and the selling stockholders do not have any commitments to sell securities under the shelf registration statement.

These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.