QUALITY CARE PROPERTIES,INC. (NYSE:QCP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On April5, 2017, Quality Care Properties,Inc. (QCP or the
Company)announced that it entered into a forbearance agreement
(the Agreement) with its principal tenant, HCR III Healthcare,
LLC and its parent HCR ManorCare,Inc. (together, HCR ManorCare).
Among other things, the Agreement would require HCR ManorCare to
make cash rent payments of $32 million for each of April, Mayand
Juneof 2017, with a deferral of the additional $7.5 million per
month otherwise due until the earlier of (i)July5, 2017 and
(ii)an early termination of the Agreement, with all deferred
amounts becoming immediately due and payable upon an early
termination. The Agreement also requires HCR ManorCare to deliver
its 2016 audited financial statements and auditor consent to QCP
not later than April10, 2017, which is expected to include a
going concern exception for HCR ManorCare in the auditor opinion.
During the term of the Agreement, which will end on July5, 2017,
unless earlier terminated, QCP and HCR ManorCare intend to engage
in good faith discussions concerning a long-term restructuring of
the terms of the master lease, the guaranty of the master lease
and certain other matters. To facilitate the exploration of
restructuring alternatives, QCP also agreed to provide HCR
ManorCare with a temporary secured extension of credit of up to
$7 million per month during each of April, Mayand Juneof 2017 (up
to $21 million in the aggregate), which would be due and payable
in full not later than December31, 2017, subject to acceleration
upon certain events.
The description of the Agreement set forth under this Item 1.01
is qualified in its entirety by reference to the complete terms
and conditions of the Agreement attached hereto as Exhibit10.1,
which is incorporated herein by reference.
HCR ManorCare accounted for 94% of QCPs total revenues during the
year ended December31, 2016. For additional information regarding
the risks to QCP associated with HCR ManorCare, see Risk Factors
included in QCPs Annual Report on Form10-K for the fiscal year
ended December31, 2016, which is available on QCPs website at
www.qcpcorp.com and at www.sec.gov.
Item 7.01.Regulation FD Disclosure.
On April5, 2017, QCP issued a press release concerning the event
set forth in Item 1.01. A copy of the press release is attached
hereto as Exhibit99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including
Exhibit99.1, shall not be deemed filed for any purpose, including
for the purposes of Section18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that Section, nor
shall such information be deemed incorporated by reference into
any filing under the Securities Act of 1933, regardless of any
general incorporation language in such filings.
Safe Harbor Statement
Certain statements in this document that are not historical
statements of fact may be deemed forward-looking statements. The
Company intends to have its forward-looking statements covered by
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include this statement for purposes of
complying with those provisions. Forward-looking statements
include, among other things, statements regarding our intent,
belief or expectations. In particular, we note as a
forward-looking statement our intention regarding good faith
discussions with HCR ManorCare concerning a long-term
restructuring of the terms of the master lease, the guaranty of
the master lease and certain other matters. No assurance can be
given that we will reach agreement with respect to any of these
matters. Forward-looking statements speak only as of the date of
this document. Except as may be required under the federal
securities laws and the rulesand regulations of the Securities
and Exchange Commission, the Company expressly disclaims any
obligation to release publicly any updates or revisions to any
forward-looking statements to reflect any change in our
expectations or any change in events, conditions or circumstances
on which any statement is based.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
10.1 |
Forbearance Agreement, dated April5, 2017, among Quality |
|
99.1 |
Press Release Issued by Quality Care Properties,Inc. on |
About QUALITY CARE PROPERTIES, INC. (NYSE:QCP)
Quality Care Properties, Inc. is a self-managed and self-administered real estate investment trust. The Company is focused on post-acute/skilled nursing and memory care/assisted living properties. As of June 30, 2016, the Company’s portfolio included 274 post-acute/skilled nursing properties, 62 memory care/assisted living properties, a surgical hospital and a medical office building (MOB) across 30 states of the United States. The Company’s primary tenant is HCR ManorCare, Inc. (HCRMC), a provider of post-acute, memory care and hospice services. As of June 30, 2016, 249 of the Company’s post-acute/skilled nursing properties and 61 of its memory care/assisted living properties were leased to HCR III Healthcare, LLC (HCR III), a subsidiary of HCRMC. As of June 30, 2016, its hospital had a capacity of 37 beds. As of June 30, 2016, its medical office covered 88,000 square feet. As of June 30, 2016, its post-acute/skilled nursing properties had a capacity of 33,490 beds. QUALITY CARE PROPERTIES, INC. (NYSE:QCP) Recent Trading Information
QUALITY CARE PROPERTIES, INC. (NYSE:QCP) closed its last trading session down -0.05 at 19.11 with 907,586 shares trading hands.