Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on May 7, 2017, Care Capital Properties, Inc., a Delaware corporation (“CCP” or the
“Company”), Sabra Health Care REIT, Inc., a Maryland corporation (“Sabra”), PR Sub, LLC, a Delaware limited liability and wholly owned subsidiary of Sabra (“Merger Sub”), Sabra Health Care Limited Partnership, a
Delaware limited partnership (the “Sabra LP”) and Care Capital Properties, LP, a Delaware limited partnership (“CCP LP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). As previously
announced, on August 17, 2017, pursuant 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 Sabra (the “Subsequent Merger”), with Sabra continuing as the surviving corporation in the
Subsequent Merger, and (iii) simultaneous with the Subsequent Merger, CCP LP was merged with and into Sabra LP (the “Partnership Merger”), with Sabra LP continuing as the surviving partnership in the Partnership Merger. On
August 18, 2017, pursuant to an Agreement and Plan of Merger, dated as of August 18, 2017, Care Capital Properties GP, LLC (“CCP GP”) was merged with and into Sabra (the “GP Merger”), with Sabra continuing as the
surviving corporation in the GP Merger.
On August 17, 2017, in connection with the Merger, CCP LP, 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 July 14, 2016, by and among CCP LP, CCP, CCP GP
and the Trustee pursuant to which Merger Sub assumed CCP’s obligations under the Base Indenture and the 5.125% Senior Notes due 2026 issued by CCP LP and guaranteed by CCP and CCP GP (the “Notes”).
On August 17, 2017, in connection with the Subsequent Merger, Sabra LP as successor to CCP LP, Sabra, CCP GP and the Trustee entered into
a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Base Indenture pursuant to which Sabra assumed the obligations of Merger Sub (as successor to CCP) under the Base Indenture and the Notes.
On August 17, 2017, in connection with the Partnership Merger, Sabra LP, Sabra, CCP GP and the Trustee entered into a Third Supplemental
Indenture (the “Third Supplemental Indenture”) to the Base Indenture pursuant to which Sabra LP assumed CCP LP’s obligations under the Base Indenture and the Notes.
On August 18, 2017, in connection with the GP Merger, Sabra LP, Sabra 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 pursuant to which
Sabra 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.
