SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form8-K filed on May8,2017, with the Securities and Exchange Commission (“SEC”) by Sabra Health Care REIT, Inc., a Maryland corporation (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”), Sabra Health Care Limited Partnership, a Delaware limited partnership (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. On August18, 2017, to an Agreement and Plan of Merger, dated as of August18, 2017, Care Capital Properties GP, LLC (“CCP GP”) was merged with and into the Company (the “GP Merger”), with the Company continuing as the surviving corporation in the GP Merger.
On August17, 2017, in connection with the Merger, CCP OP, Merger Sub, CCP GP and Regions Bank, as trustee (the “Trustee”) entered into a First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture (the “Base Indenture”), dated as of July14, 2016, by and among CCP OP, CCP, CCP GP and the Trustee to which Merger Sub assumed CCP’s obligations under the Base Indenture and the 5.125% Senior Notes due 2026 issued by CCP OP and guaranteed by CCP and CCP GP (the “Notes”).
On August17, 2017, in connection with the Subsequent Merger, the Operating Partnership as successor to CCP OP, the Company, CCP GP and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Base Indenture to which the Company assumed the obligations of Merger Sub (as successor to CCP) under the Base Indenture and the Notes.
On August17, 2017, in connection with the Partnership Merger, the Operating Partnership, the Company, CCP GP and the Trustee entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Base Indenture to which the Operating Partnership assumed CCP OP’s obligations under the Base Indenture and the Notes.
On August18, 2017, in connection with the GP Merger, the Operating Partnership, the Company and the Trustee entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture” and together with the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Supplemental Indentures”) to the Base Indenture to which the Company assumed CCP GP’s obligations under the Base Indenture and the Notes.
The foregoing description is qualified in its entirety by the complete terms of the Base Indenture, which is attached as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01, and the Supplemental Indentures, which are attached as Exhibits 4.2, 4.3, 4.4 and 4.5 hereto and are incorporated by reference into this Item 1.01.
Item 1.01Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated into this Item 1.01 by reference.
Item 1.01Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit Number |
Description |
| 4.1 | Indenture, dated as of July14, 2016, by and among Care Capital Properties, LP, Care Capital Properties, Inc., Care Capital Properties GP, LLC and Regions Bank, as trustee. |
| 4.2 | First Supplemental Indenture, dated as of August17, 2017, by and among Care Capital Properties, LP, PR Sub, LLC, Care Capital Properties GP, LLC and Regions Bank, as trustee. |
| 4.3 |
Second Supplemental Indenture, dated as of August17, 2017, by and among Sabra Health Care Limited Partnership as successor to Care Capital Properties, LP, Sabra Health Care REIT, Inc., Care Capital Properties GP, LLC and Regions Bank, as trustee. |
| 4.4 | Third Supplemental Indenture, dated as of August17, 2017, by and among Sabra Health Care Limited Partnership, Sabra Health Care REIT, Inc., Care Capital Properties GP, LLC and Regions Bank, as trustee. |
| 4.5 | Fourth Supplemental Indenture, dated as of August18, 2017, by and among Sabra Health Care Limited Partnership, Sabra Health Care REIT, Inc. and Regions Bank, as trustee. |
Sabra Health Care REIT, Inc. ExhibitEX-4.1 2 d445041dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 CARE CAPITAL PROPERTIES,…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.