SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
As previously disclosed in the Current Report on Form8-K filed on
July31,2017 with the Securities and Exchange Commission (the SEC)
by Sabra Health Care REIT,Inc., a Maryland corporation (the
Company), on July28, 2017, Sabra Health Care Limited Partnership,
of which the Company is the sole general partner (the Operating
Partnership), and Sabra Canadian Holdings, LLC, also a wholly
owned subsidiary of the Company (together, the Borrowers),
delivered into escrow, along with the other parties thereto,
their respective pages to the form of that certain fourth amended
and restated unsecured credit agreement (the Credit Agreement)
with certain lenders as set forth therein; Bank of America, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer;
Citizens Bank, National Association, Credit Agricole Corporate
and Investment Bank and Wells Fargo Bank, N.A., as Co-Syndication
Agents, Swing Line Lenders and L/C Issuers; BMO Harris Bank,
N.A., The Bank of Tokyo-Mitsubishi UFJ, LTD., Barclays Bank PLC,
Compass Bank, Citibank, N.A., J.P. Morgan Chase Bank, N.A.,
Sumitomo Mitsui Banking Corporation, Suntrust Bank and UBS
Securities LLC, as Co-Documentation Agents; Merrill Lynch,
Pierce, Fenner Smith Incorporated, as Joint Lead Arranger and
Sole Bookrunner; and Citizens Bank, National Association, Credit
Agricole Corporate and Investment Bank and Wells Fargo
Securities, LLC, as Joint Lead Arrangers. The Credit Agreement
amends and restates the third amended and restated unsecured
credit agreement (the Prior Credit Agreement) that the Operating
Partnership entered into on January14, 2016.
Concurrently with the closing of the Merger (as defined in Item 1.01 below), the Company, the Operating Partnership and the other
parties to the Credit Agreement released their respective pages
to the Credit Agreement from escrow and the Credit Agreement
became effective as of such time.
The foregoing description of the Credit Agreement is qualified in
its entirety by reference to the fully signed version of the
Credit Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein by this reference. The description of the
form of the Credit Agreement included in Item 1.01 of the Current
Report on Form8-K
filed on July31,2017, is incorporated herein by this
reference.
Item 1.01. |
Completion of Acquisition or Disposition of Assets. |
As previously
disclosed in the Current Report on Form8-K filed on May8,2017,
with the SEC by the Company, the Company, Care Capital
Properties, Inc., a Delaware corporation (CCP), PR Sub, LLC, a
Delaware limited liability and wholly owned subsidiary of the
Company (Merger Sub), the Operating Partnership and Care Capital
Properties, LP, a Delaware limited partnership (CCP OP), entered
into an Agreement and Plan of Merger, dated as of May7,2017 (the
Merger Agreement).On August17,2017, to the terms and conditions
of the Merger Agreement, (i)CCP was merged with and into Merger
Sub (the Merger), with Merger Sub continuing as the surviving
company in the Merger, (ii)immediately following the Merger and
simultaneous with the Partnership Merger (as defined below),
Merger Sub was merged with and into the Company (the Subsequent
Merger), with the Company continuing as the surviving corporation
in the Subsequent Merger, and (iii)simultaneous with the
Subsequent Merger, CCP OP was merged with and into the Operating
Partnership (the Partnership Merger), with the Operating
Partnership continuing as the surviving partnership in the
Partnership Merger.
to the Merger
Agreement, as of the effective time of the Merger, each share of
CCP common stock, par value $0.01 per share, issued and
outstanding immediately prior to the effective time of the Merger
was converted into the right to receive 1.123 (the Exchange
Ratio) shares of Company common stock, par value $0.01 per share,
plus cash in lieu of any fractional shares (the Merger
Consideration).
In addition, as of
the effective time of the Merger, (i)each option to purchase
shares of CCP common stock that was outstanding and unexercised
as of immediately prior to the effective time of the Merger
became fully vested, was assumed by the Company and converted
into a stock option award with respect to shares of Company
common stock using the Exchange Ratio and remains exercisable in
accordance with the terms applicable to the CCP option award,
(ii)each share of CCP restricted stock that was outstanding
immediately prior to the effective time of the Merger became
fully vested and was converted into the right to receive the
Merger Consideration, (iii)each CCP restricted stock unit award
(other than deferred stock units described below) that was
outstanding immediately prior to the effective time of the Merger
became fully vested and was converted into a stock unit award
with respect to shares of Company common stock using the Exchange
Ratio, while any restricted stock unit award
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subject to
performance-based vesting terms became vested and payable at the
greater of (1)the target number of units or (2)the number of
units earned based on actual performance (and as a result of such
vesting, will be converted into the Merger Consideration promptly
following the closing of the Merger) and (iv)each CCP deferred
stock unit award that was outstanding immediately prior to the
effective time of the Merger became fully vested (if not already
vested), was assumed by the Company and converted into a deferred
stock unit award with respect to shares of Company common stock
using the Exchange Ratio, and will be settled by the Company in
shares of Company common stock on the same payment date and terms
applicable to the CCP deferred stock unit award.
Upon the closing
of the Merger, the shares of CCP common stock, which previously
traded under the ticker symbol CCP on the New York Stock Exchange
(the NYSE), have ceased trading on, and were delisted from, the
NYSE.
The foregoing
summary description of the Merger Agreement is qualified in its
entirety by reference to the terms of the Merger Agreement, a
copy of which was filed as Exhibit2.1 to the Companys Current
Report on Form8-K filed with the SEC on May8, 2017, which is
incorporated herein by this reference.
Item 1.01 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Concurrently and
in connection with the closing of the Merger, the Company
borrowed an aggregate of $1.351billion and CAD $125million to the
Credit Agreement. The amounts borrowed include $900million for
the U.S. dollar term loan with a five-year maturity, $200million
for the U.S. dollar term loan with a three-year maturity, CAD
$125million for the Canadian dollar term loan with a five-year
maturity and $251million under the revolving credit
facility.
The disclosure set
forth in Item 1.01 above is incorporated in its entirety herein
by this reference.
Item 1.01 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of
Directors
Effective as of
immediately after the effective time of the Merger, the Companys
Board of Directors increased the size of the Companys Board of
Directors from five to eight directors and appointed Raymond J.
Lewis, Ronald G. Geary and Jeffrey A. Malehorn as directors of
the Company to serve until the Companys 2018 Annual Meeting of
Stockholders and until their respective successors are duly
elected and qualified.
Messrs. Lewis,
Geary and Malehorn were appointed as directors of the Company, to
the terms of the Merger Agreement, which required the Company to
take such actions as are necessary to cause three CCP designees
to become members of the Companys Board of Directors immediately
after the Effective Time.
As non-employee
directors, each of Messrs. Lewis, Geary and Malehorn will receive
compensation in the same manner as the Companys other
non-employee directors, as previously disclosed under Director
CompensationDirectors Compensation Policy in the Companys Proxy
Statement for its 2017 Annual Meeting of Stockholders, filed with
the SEC on April25, 2017, which description is incorporated
herein by this reference.
Item 1.01 |
On August17, 2017,
the Company issued a press release announcing the consummation of
the Merger.A copy of the press release is attached as Exhibit99.1
and is incorporated herein by this reference.
Item 1.01 |
(a) Financial
Statements of Businesses Acquired.
The financial
statements required by this Item 1.01(a) with respect to the
acquired business described in Item 1.01 hereof will be filed by
amendment to this Current Report on Form 8-K not later than 71
calendar days after the date this Current Report on Form 8-K is
required to be filed.
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(b) Pro Forma
Financial Information.
The pro forma
financial information required by this Item 1.01(b) with respect
to the acquired business described in Item 1.01 hereof will be
filed by amendment to this Current Report on Form 8-K not later
than 71 calendar days after the date this Current Report on Form
8-K is required to be filed.
(d)
Exhibits.
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| 2.1 |
Agreement and Plan of Merger, dated as of May7, 2017, by and among Sabra Health Care REIT, Inc., PR Sub, LLC, Sabra Healthcare REIT Limited Partnership, CCP and Care Capital Properties, (incorporated by reference to Exhibit2.1 to the Companys Current Report on Form8-K filed May8, 2017) (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 Securities and Exchange Commission upon request) |
| 10.1 |
Fourth Amended and Restated Credit Agreement, dated as of August17, 2017, among Sabra Health Care Limited Partnership and Sabra Canadian Holdings, LLC, as Borrowers; Sabra Health Care REIT, Inc., as REIT Guarantor; the other guarantors party thereto; the lenders party thereto; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; Citizens Bank, National Association, Credit Agricole Corporate and Investment Bank and Wells Fargo Bank, N.A, as Co-Syndication Agents, Swing Line Lenders and L/C Issuers; BMO Harris Bank N.A., The Bank of Tokyo-Mitsubishi UFJ, LTD., Barclays Bank PLC, Compass Bank, Citibank, N.A., J.P. Morgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation, Suntrust Bank and UBS Securities LLC, as Co-Documentation Agents; and Merrill Lynch, Pierce, Fenner Smith Incorporated, as Joint Lead Arranger and Sole Bookrunner; and Citizens Bank, National Association, Credit Agricole Corporate and Investment Bank and Wells Fargo Securities, LLC, as Joint Lead Arrangers |
| 99.1 | Press release, issued on August17, 2017 |
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to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| SABRA HEALTH CARE REIT, INC. | |
| Date: August17, 2017 |
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| Name: | Harold W. Andrews, Jr. |
| Title: |
Executive Vice President, Chief Financial Officer and Secretary |
EXHIBIT
INDEX
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| 2.1 |
Agreement and Plan of Merger, dated as of May7, 2017, by and among Sabra Health Care REIT, Inc., PR Sub, LLC, Sabra Health Care Limited Partnership, CCP and Care Capital Properties, LP (incorporated by reference to Exhibit2.1 to the Companys Current Report on Form8-K filed May8, 2017) (the schedules and certain exhibits have been omitted |
Sabra Health Care REIT, Inc. ExhibitEX-10.1 2 d445133dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Published Deal CUSIP Number: 78571QAL1 Published USD Revolver Facility CUSIP Number: 78571QAM9 Published FX Revolver Facility CUSIP Number: 78571QAR8 Published USD Term A-1 Loan CUSIP Number: 78571QAN7 Published CAD Term A-2 Loan CUSIP Number: 78571QAP2 Published USD Term A-3 Loan CUSIP Number: 78571QAQ0 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 17,…To view the full exhibit click here
About SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA)
Sabra Health Care REIT, Inc. is a real estate investment trust. The Company owns and invests in real estate serving the healthcare industry. The Company’s segment is investments in healthcare-related real estate properties. Its primary business consists of acquiring, financing and owning real estate property to be leased to third-party tenants in the healthcare sector. Its investment portfolio includes approximately 180 real estate properties held for investment, including over 100 skilled nursing/transitional care facilities, over 80 senior housing facilities and over two acute care hospitals; approximately 20 investments in loans receivable, including over eight mortgage loans, approximately three construction loans, over two mezzanine loans and approximately three pre-development loans, and over 10 preferred equity investments. Its portfolio includes various healthcare facilities, such as skilled nursing/transitional care facilities; senior housing, and acute care hospital.