UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2021
SABRA HEALTH CARE REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 001-34950 | 27-2560479 | ||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
18500 Von Karman Avenue, Suite 550 Irvine, CA | 92612 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(888) 393-8248
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common stock, $0.01 par value | SBRA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
2031 Notes Offering
On September 21, 2021, Sabra Health Care REIT, Inc. (“Sabra”) and Sabra Health Care Limited Partnership (the “Issuer”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, pursuant to which the Issuers agreed to issue and sell $800.0 million aggregate principal amount of 3.200% senior notes due 2031 (the “2031 Notes”) pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “Commission”) on December 11, 2019 (File No. 333-235449). The 2031 Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Sabra. The offering is expected to close on September 30, 2021, subject to the satisfaction of customary closing conditions and to the issuance by the Issuer prior to closing of an irrevocable notice of redemption for all of its outstanding 4.800% senior notes due 2024 (the “2024 Notes”).
Sabra intends to use a portion of the net proceeds from the offering to redeem all of the 2024 Notes and repay approximately $345.0 million of its U.S. dollar term loans maturing on September 9, 2023, and the remaining net proceeds to fund future investments or for general corporate purposes. Prior to these uses, Sabra may temporarily use net proceeds designated for such purposes to repay borrowings outstanding on its unsecured revolving credit facility and/or invest in interest-bearing accounts and short-term, interest-bearing securities.
The foregoing description of the Underwriting Agreement is a summary only and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
2024 Notes Redemption
On September 22, 2021, the Issuer delivered to Wells Fargo Bank, National Association, as trustee (the “Trustee”), an irrevocable notice of redemption for all $300.0 million aggregate principal amount of the outstanding 2024 Notes (CUSIP No. 78572XAF8). The 2024 Notes are redeemable at a cash redemption price equal to 100.00% of the principal amount being redeemed plus a “make-whole” premium calculated in accordance with the indenture governing the 2024 Notes (the “Redemption Price”), plus accrued and unpaid interest thereon to, but not including, the redemption date of October 7, 2021 (the “Redemption Date”). The Issuer’s obligation to complete the redemption of the 2024 Notes on the Redemption Date is not subject to any condition precedent. Upon completion of the redemption, no 2024 Notes will remain outstanding.
Payment of the Redemption Price plus accrued and unpaid interest to holders of the 2024 Notes will be made on or after the Redemption Date upon presentation and surrender of the 2024 Notes to the paying agent for cancellation at the address specified in the notice of redemption. Interest on the 2024 Notes called for redemption will cease to accrue on and after the Redemption Date. The notice of redemption was delivered by the Trustee to the registered holders of the 2024 Notes on September 22, 2021, in accordance with the requirements of the indenture governing the 2024 Notes. The foregoing does not constitute a notice of redemption for the 2024 Notes.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
1.1 | Underwriting Agreement, dated September 21, 2021, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, and Wells Fargo Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SABRA HEALTH CARE REIT, INC. | ||
/s/ Harold W. Andrews, Jr. | ||
Name: | Harold W. Andrews, Jr. | |
Title: | Executive Vice President, Chief Financial Officer and Secretary |
Dated: September 22, 2021