CARE CAPITAL PROPERTIES,INC. (NYSE:CCP) Files An 8-K Entry into a Material Definitive Agreement

CARE CAPITAL PROPERTIES, INC.

Date: May8, 2017

/s/ Kristen M. Benson

Kristen M. Benson

Executive Vice President, General Counsel and Corporate
Secretary

ME Staff 8-k

8 years ago

CARE CAPITAL PROPERTIES,INC. (NYSE:CCP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into a Material Definitive Agreement.

On May7, 2017, Care Capital Properties, Inc. (the Company),
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Sabra Health Care REIT, Inc., a Maryland
corporation (Parent), PR Sub, LLC, a Delaware limited liability
company and wholly owned subsidiary of Parent (Merger Sub), Care
Capital Properties, LP, a Delaware limited partnership (Company
OP), and Sabra Health Care Limited Partnership, a Delaware
limited partnership (Parent OP). The Merger Agreement and the
consummation of the transactions contemplated by the Merger
Agreement have been unanimously approved by the Companys board of
directors.

Merger; Subsequent Merger;
Partnership Merger. The Merger Agreement
provides for (i)the merger of the Company with and into Merger
Sub (the Merger), with Merger Sub being the surviving company
(the Surviving Company), (ii) immediately following the Merger
and simultaneously with the Partnership Merger (defined below),
the merger of the Surviving Company with and into Parent (the
Subsequent Merger), with Parent being the surviving corporation
and (iii)immediately following the Merger and simultaneous with
the Subsequent Merger, the merger of Company OP with and into
Parent OP (the Partnership Merger), with Parent OP being the
surviving limited partnership, in each case on the terms and
subject to the conditions set forth in the Merger Agreement.

Merger Consideration. to the terms and subject
to the conditions set forth in the Merger Agreement, at the
effective time of the Merger (the Effective Time), each share of
common stock, par value $0.01 per share, of the Company (Company
Common Stock) issued and outstanding immediately prior to the
Effective Time (other than Company Common Stock owned directly by
Parent, Merger Sub, the Company or their respective subsidiaries
and, in each case, not held on behalf of third parties, which
shares will be canceled) will be automatically converted into the
right to receive 1.123 (the Exchange Ratio) newly issued shares
(the Merger Consideration) of common stock, par value $0.01 per
share, of Parent (Parent Common Stock).

Treatment of Outstanding
Equity Awards. As of the Effective Time,
(1)each option to purchase shares of Company Common Stock (each,
a Company Stock Option) granted under the Companys 2015 Incentive
Plan and the Companys Non-Employee Director Deferred Stock
Compensation Plan (the Company Equity Plans), whether vested or
unvested, that is outstanding and unexercised, would vest in full
and be assumed by Parent and would be converted into an option
award with respect to shares of Parent Common Stock using the
Exchange Ratio, and would remain exercisable in accordance with
the terms applicable to the Company Stock Option, (2)each
outstanding share of Company Common Stock granted under the
Company Equity Plans that is subject to vesting, repurchase or
other lapse restriction would vest in full and be converted into
the right to receive the Merger Consideration, (3)each
outstanding restricted stock unit award in respect of shares of
Company Common Stock granted under the Company Equity Plans would
vest in full and be assumed by Parent and would be converted into
a stock unit award with respect to a number of whole shares of
Parent Common Stock, with any restricted stock unit award subject
to performance-based vesting terms vesting and becoming payable
at the greater of (a)the target number of units or (b)the number
of units earned based on actual performance (and as a result of
such vesting, will ultimately be converted into the Merger
Consideration), and (4)each outstanding stock unit or restricted
stock unit award in respect of shares of Company Common Stock
granted under the Company Equity Plans and either deferred to an
applicable deferral election form or credited under the Company
Non-Employee Director Deferred Stock Compensation Plan would vest
in full and be converted into a stock unit award of Parent Common
Stock.

Closing Conditions. The consummation of the
Merger (the Closing) is subject to the satisfaction or waiver of
specified closing conditions, including, among other things, the
affirmative vote of the holders of a majority of the outstanding
shares of Company Common Stock in favor of the adoption of the
Merger Agreement and the approval of the transactions
contemplated thereby and the approval of the issuance of Parent
Common Stock in connection with the Merger by the affirmative
vote of a majority of the votes cast by holders of Parent Common
Stock.

Covenants. The Merger Agreement contains various
covenants of the Company and Parent. These covenants include
interim operating covenants that, subject to certain exceptions,
(a)require each of the Company and Parent to, and to cause its
respective subsidiaries to, use commercially reasonable efforts
to conduct its business in the ordinary course consistent with
past practice and use commercially reasonable efforts to preserve
its business organization intact and maintain its existing
relations and goodwill with tenants, operators, service providers
and development or joint venture partners, and to maintain the
status of the Company or Parent, as applicable, as a REIT, and
(b)restrict each of the Companys and Parents ability to take
certain actions prior to the Effective Time without the other
partys consent (which consent is not to be unreasonably withheld,
conditioned or delayed). In addition, Parent has agreed to cause
its board of directors to be increased from five to eight
directors and to cause Raymond J. Lewis, Ronald G. Geary and
Jeffrey A. Malehorn, each of whom serves on the Companys board of
directors, to be elected to Parents board of directors, in each
case effective as of the Effective Time.

Non-Solicitation. The Merger Agreement generally
prohibits the Company and Parent from initiating, soliciting,
proposing, knowingly encouraging or knowingly facilitating any
inquiry or the making of any proposal or offer that constitutes,
or would reasonably be expected to lead to, a proposal relating
to the acquisition of 20% or more of the total voting power of
any class of equity securities of the Company or Parent (or of
the surviving parent entity in such transaction), as applicable,
or 20% or more of the consolidated net revenues, net income or
total assets of the Company and its Subsidiaries (taken as a
whole) or Parent and its Subsidiaries (taken as a whole), as
applicable.

The Merger Agreement also requires Parent and the Company to use
their reasonable best efforts to take all actions and to assist
and cooperate with each other to consummate and make effective
the Merger, including preparing and filing all documents
necessary to consummate the Merger. As a general matter, the
Merger Agreement provides that neither the Companys nor Parents
board of directors nor any committee thereof will withhold,
withdraw, qualify or modify in any manner adverse to the other
party, or propose publicly or resolve to withhold, withdraw,
qualify or modify in any manner adverse to the other party, the
approval of, or the recommendation made by its board of directors
to its stockholders of, the Merger, the Agreement or the
transactions contemplated thereby. However, in certain
circumstances and after following certain procedures set forth in
the Merger Agreement, each of the Companys and Parents board of
directors is permitted to change its recommendation in response
to an unsolicited Superior Proposal (as defined in the Merger
Agreement) or in response to certain intervening events set forth
in the Merger Agreement. In addition, at any time prior to the
receipt of the requisite stockholder approval, in certain
circumstances and after following certain procedures set forth in
the Merger Agreement, each of the Companys and Parents board of
directors may terminate the Merger Agreement and, as a condition
to such termination, pay the termination fee described below and,
immediately following such termination, cause the Company or
Parent, as applicable, to enter into a definitive acquisition
agreement with respect to a Superior Proposal.

Termination; Termination Fees. The
Merger Agreement may be terminated under certain circumstances,
including, among others, by either party (i)if the Merger is not
consummated by November7, 2017, (ii) in the event of a willful
breach by the other party of certain of its non-solicitation
obligations with respect to acquisition proposals, or (iii)upon
an uncured breach by the other party that would cause a closing
condition not to be satisfied. Upon termination of the Merger
Agreement under certain specified circumstances, the Company or
Parent may be required to pay the other party a termination fee
of $38.5million. In addition, if the Merger Agreement is
terminated because of a failure by the Companys or Parents
stockholders to approve the transactions, such party will be
required to reimburse the other party for transaction expenses up
to $15million.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated in this Item 1.01 by reference.

The Merger Agreement and the above description of the Merger
Agreement have been included to provide investors and security
holders with information regarding the terms of the Merger
Agreement and are not intended to provide any other factual
information about the Company, Parent or their respective
subsidiaries or affiliates. The representations and warranties
contained in the Merger Agreement were made only for purposes of
the Merger Agreement and as of specific dates and are solely for
the benefit of the parties to the Merger Agreement. In addition,
certain representations and warranties were used for the purpose
of allocating risk between the parties to the Merger Agreement,
rather than establishing matters of fact. The representations and
warranties may also be subject to a contractual standard of
materiality different from those generally applicable to
stockholders and reports and documents filed with the Securities
and Exchange Commission (SEC), and in some cases were qualified
by disclosures that were made by each party to the others, which
disclosures are not reflected in the Merger Agreement.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger of the
Company with a wholly owned subsidiary of Parent. In connection
with the proposed merger, Parent intends to file a registration
statement on Form S-4 with the SEC, which will include a joint
proxy statement/prospectus with respect to the proposed merger.
After the registration statement is declared effective, Parent
and the Company will each mail the definitive joint proxy
statement/prospectus to their respective stockholders. The
definitive joint proxy statement/prospectus will contain
important information about the proposed merger and related
matters. STOCKHOLDERS OF THE COMPANY AND PARENT ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT AND THE
MERGER. Stockholders will be able to obtain copies of the joint
proxy statement/prospectus and other relevant materials (when
they become available) and any other documents filed with the SEC
by the Company and Parent for no charge at the SECs website at
www.sec.gov. Copies of the documents filed by the Company
with the SEC will be available free of charge on the Companys
website at www.carecapitalproperties.com, or by directing a
written request to Care Capital Properties, Inc., 191 North
Wacker Drive, Suite 1200, Chicago, Illinois 60606, Attention:
Investor Relations. Copies of the documents filed by Parent with
the SEC will be available free of charge on Parents website at
www.sabrahealth.com, or by directing a written request to Sabra
Health Care REIT, Inc., 18500 Von Karman Avenue, Suite 550,
Irvine, CA 92612, Attention: Investor Relations.

The Company and Parent, and their respective directors and
executive officers and certain other employees, may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transactions contemplated by the Merger Agreement.
Information concerning the ownership of the Companys securities
by the Companys directors and executive officers is included in
their SEC filings on Forms 3, 4, and 5, and additional
information about the Companys directors and executive officers
is also available in the Companys proxy statement for its 2017
annual meeting of stockholders filed with the SEC on April7, 2017
and its annual report on Form 10-K for the fiscal year ended
December31, 2016, which was filed with the SEC on March1, 2017.
Information concerning the ownership of Parent securities by
Parents directors and executive officers is included in their SEC
filings on Forms 3, 4, and 5, and additional information about
Parents directors and executive officers is also available in
Parents proxy statement for its 2017 annual meeting of
stockholders filed with the SEC on April25, 2017 and its annual
report on Form 10-K for the fiscal year ended December31, 2016,
which was filed with the SEC on February22, 2017. Other
information regarding persons who may be deemed participants in
the proxy solicitation, including their respective interests by
security holdings or otherwise, will be set forth in the joint
proxy statement/prospectus relating to the proposed merger when
it becomes available and is filed with the SEC. These documents
can be obtained free of charge from the sources indicated above.

Item7.01.

Regulation FD Disclosure.

On May7, 2017, the Company and Parent issued a joint press
release announcing that they had entered into the Merger
Agreement. A copy of the press release is furnished herewith as
Exhibit 99.1 and incorporated in this Item 7.01 by reference.

Additionally, on May8, 2017, the Company provided supplemental
information regarding the proposed Merger in connection with a
presentation to investors. A copy of the investor presentation is
furnished herewith as Exhibit 99.2 and incorporated in this Item
7.01 by reference.

Item9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of May7, 2017, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, PR Sub, LLC, Care Capital Properties, Inc. and Care Capital Properties, LP (the schedules and certain exhibits have been omitted to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request).

99.1		Joint Press Release issued by the Company and Parent on May7, 2017.

99.2		Investor Presentation, dated May8, 2017.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of May7, 2017, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, PR Sub, LLC, Care Capital Properties, Inc. and Care Capital Properties, LP (the schedules and certain exhibits have been omitted

About CARE CAPITAL PROPERTIES, INC. (NYSE:CCP)
Care Capital Properties, Inc. is a self-administered, self-managed real estate investment trust with a diversified portfolio of skilled nursing facilities (SNFs) and other healthcare assets operated by private regional and local care providers. The Company leases its properties to unaffiliated tenants under long-term triple-net leases, pursuant to which the tenants are obligated to pay all property-related expenses, including maintenance, utilities, repairs and taxes. It also manages a small portfolio of secured and unsecured loans, made primarily to its SNF operators and other post-acute care providers. As of December 31, 2016, its portfolio consisted of 345 properties operated by 38 private regional and local care providers, spread across 36 states and containing a total of approximately 38,000 beds/units. It conducts all of its operations through its operating partnership, Care Capital Properties, LP, and its subsidiaries. CARE CAPITAL PROPERTIES, INC. (NYSE:CCP) Recent Trading Information
CARE CAPITAL PROPERTIES, INC. (NYSE:CCP) closed its last trading session up +0.59 at 26.79 with 329,666 shares trading hands.