SABRA HEALTH CARE REIT, INC. (NASDAQ:SBRA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On August15, 2017, Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), held a special meeting of the Company’s stockholders in Irvine, California (the “Special Meeting”). As of the close of business on June29, 2017, the Company’s record date for the Special Meeting, there were a total of 65,423,864 shares of common stock, par value $0.01 per share, (the “Company common stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of 56,813,009shares of Company common stock were present or represented by proxy and, therefore, a quorum was established. The Company’s stockholders voted on the proposal, which was approved by the requisite vote of the Company’s stockholders. The final voting results for the proposal are set forth below.
Proposal 1: A proposal (the “Common Stock Issuance Proposal”) to approve the issuance of Company common stock in connection with the merger (the “Merger”) of Care Capital Properties, Inc., a Delaware corporation (“CCP”), with and into PR Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), with Merger Sub continuing as the surviving company in the Merger, to the Agreement and Plan of Merger, dated as of May7, 2017, by and among the Company, CCP, Merger Sub, Care Capital Properties, LP, a Delaware limited partnership, and Sabra Health Care Limited Partnership, a Delaware limited partnership.
| For | Against | Abstain |
| 37,879,924 | 18,595,128 | 337,957 |
Proposal 2: A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Common Stock Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposal. Because the Common Stock Issuance Proposal was approved, no vote on the Adjournment Proposal was called.
The affirmative vote of a majority of the votes cast by holders of Company common stock outstanding and entitled to vote at the Special Meeting to approve the Common Stock Issuance Proposal satisfies one of the conditions to the closing of the Merger, which remains subject to other customary closing conditions.
Item 5.07 Other Events.
On August15,2017, the Company issued a press release announcing the results of the Special Meeting.A copy of the press release is attached as Exhibit99.1 and is incorporated herein by this reference.
Item 5.07 Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit Number |
Description |
| 99.1 | Press release, dated August15, 2017 |
Sabra Health Care REIT, Inc. ExhibitEX-99.1 2 d439640dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Sabra Shareholders Approve Merger with Care Capital Properties IRVINE,…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.
