SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Merger Agreement

On May7, 2017, Sabra Health Care REIT, Inc. (Sabra or the
Company) entered into an Agreement and Plan of Merger (the
Merger Agreement) with Care Capital Properties, Inc., a
Delaware corporation (CCP), PR Sub, LLC, a Delaware
limited liability company and wholly owned subsidiary of the
Company (Merger Sub), Care Capital Properties, LP
(CCPLP), a Delaware limited partnership and wholly-owned
subsidiary of CCP, and Sabra Health Care Limited Partnership
(Sabra LP), a Delaware limited partnership and
wholly-owned subsidiary of the Company. to the Merger Agreement,
CCP will be merged with and into Merger Sub (the Merger),
with Merger Sub continuing as the surviving entity in the Merger.
Following the Merger, also to the Merger Agreement, Merger Sub
will be merged with and into the Company (the Subsequent
Merger), with the Company continuing as the surviving entity
in the Subsequent Merger. Simultaneously with the Subsequent
Merger, also to the Merger Agreement, CCPLP will be merged with
and into Sabra LP (the Partnership Merger), with Sabra LP
continuing as the surviving entity in the Partnership Merger.

Upon the terms and subject to the conditions of the Merger
Agreement, at 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 (other than
shares of CCP common stock owned directly by CCP, the Company or
their respective subsidiaries, in each case not held on behalf of
third parties) will be converted into the right to receive 1.123
(the Exchange Ratio) newly issued shares of Company common
stock, par value $0.01 per share (the Merger
Consideration).

In addition, at the effective time of the Merger, subject to the
terms and conditions set forth in the Merger Agreement, (i)each
option to purchase shares of CCP common stock that is outstanding
and unexercised as of immediately prior to the effective time of
the Merger will fully vest, be assumed by the Company and
converted into a stock option award with respect to shares of
Company common stock using the Exchange Ratio, and remain
exercisable in accordance with the terms applicable to the CCP
option award, (ii)each share of CCP restricted stock that is
outstanding immediately prior to the effective time of the Merger
will fully vest and be converted into the right to receive the
Merger Consideration, (iii) each CCP restricted stock unit award
(other than deferred stock units described below) that is
outstanding immediately prior to the effective time of the Merger
will fully vest and be converted into a stock unit award with
respect to shares of Company common stock using the Exchange
Ratio, with any restricted stock unit awards subject to
performance-based vesting terms vesting and becoming 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 ultimately be converted into the Merger
Consideration) and (iv) each CCP deferred stock unit award that
is outstanding immediately prior to the effective time of the
Merger will fully vest (if not already vested), be 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 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.

The parties obligations to consummate the Merger are subject to
certain conditions, including, without limitation, (i)the
adoption of the Merger Agreement by the holders of a majority of
the outstanding shares of CCP common stock entitled to vote at a
special meeting of the CCP stockholders held for that purpose,
(ii)the approval of the issuance of Company common stock in
connection with the Merger by a majority of the votes cast by the
holders of Company common stock at a special meeting of the
Company stockholders held for that purpose, (iii)the shares of
Company common stock to be issued in connection with the Merger
will have been approved for listing on the NASDAQ Global Select
Market, subject to official notice of issuance, (iv)the
effectiveness of the registration statement on Form S-4 to be
filed by the Company for purposes of registering the issuance of
shares of Company common stock issuable in connection with the
Merger, (v)the Company and CCP each having received certain tax

opinions and (vi)the absence of any order or injunction
preventing the consummation of the Merger or any material law
rendering the consummation of the Merger illegal.

The Merger Agreement provides that, during the period from the
date of the Merger Agreement until the effective time of the
Merger, each of the Company and CCP will be subject to certain
restrictions on its ability to solicit alternative acquisition
proposals from third parties, to provide nonpublic information to
third parties and to engage in discussions with third parties
regarding alternative acquisition proposals, subject to customary
exceptions.

The Merger Agreement provides for certain termination rights for
both the Company and CCP, including the right of either party to
terminate the Merger Agreement if the Merger is not consummated
by November7, 2017. Upon termination of the Merger Agreement
under certain specified circumstances, the Company or CCP may be
required to pay the other a termination fee of $38,500,000. In
addition, if the Merger Agreement is terminated because of a
failure by one partys stockholders to approve the transactions,
such party will be required to reimburse the other party for
transaction expenses up to $15,000,000.

In the Merger Agreement, the Company has agreed to take such
actions as are necessary to increase the size of the board of
directors of the Company to eight directors and cause Raymond J.
Lewis, Ronald G. Geary and Jeffrey A. Malehorn, each of whom is
currently a member of the CCP board of directors, to become
members of the board of directors of the Company as of the
effective time of the Merger.

Also, in the Merger Agreement, the Company has agreed to amend
its charter to increase the number of authorized shares of
Company common stock to at least a number sufficient to effect
issuance of Company common stock in the Merger. On May7, 2017,
the board of directors of the Company approved an amendment to
the Companys charter increasing the Companys authorized common
stock from 125million shares to 250million shares. The charter
amendment will not be effective until it is executed by the
Company and filed with the State Department of Assessments and
Taxation of Maryland.

The Company, Merger Sub and CCP have made customary
representations and warranties in the Merger Agreement and agreed
to certain customary covenants, including, among others,
covenants by each party to use commercially reasonable efforts to
conduct its business in the ordinary course of business
consistent with past practice during the period between the
execution of the Merger Agreement and the consummation of the
Merger.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby is subject to, and qualified in
its entirety by, the full text of the Merger Agreement, which is
attached hereto as Exhibit 2.1 and incorporated herein by
reference.

The Merger Agreement has been included to provide investors and
stockholders with information regarding the terms of the Merger.
It is not intended to provide any other factual information about
the Company or CCP. The representations, warranties, covenants
and agreements contained in the Merger Agreement, which were made
only for purposes of that agreement and as of specific dates, may
be subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for
the purposes of allocating contractual risk between the parties
to the Merger Agreement instead of establishing these matters as
facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
investors and stockholders. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Company or
CCPs public disclosures. The Merger Agreement should not be read
alone, but should instead be read in

conjunction with the other information regarding the Company that
is or will be contained in, or incorporated by reference into,
the Forms 10-K, Forms 10-Q and Forms 8-K and other
documents that the Company files or has filed with the
SEC.