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): October 12, 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. |
On October 12, 2021, Sabra Health Care REIT, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc. and Wells Fargo Securities, LLC (the “Underwriters”), pursuant to which the Company agreed to issue and sell 6,800,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to the Underwriters at a price of $14.40 per share (the “Purchase Price”). The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,020,000 shares of its Common Stock at the Purchase Price. On October 13, 2021, the Underwriters exercised their option to purchase additional shares in full. On October 15, 2021, the Company issued and delivered the 7,820,000 shares of Common Stock.
Net proceeds to the Company from the offering of 7,820,000 shares of Common Stock, before deducting offering expenses, were approximately $112,608,000. The Company intends to use the net proceeds from the offering to fund a proposed $325 million mortgage loan to Recovery Centers of America secured by eight inpatient addiction treatment centers or other future investments, or to repay borrowings on its revolving credit facility used to fund such investments, and/or for general corporate purposes. Pending these uses, the Company may temporarily use proceeds from the offering to repay borrowings outstanding on its revolving credit facility and/or invest in interest-bearing accounts and short-term, interest-bearing securities..
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
1.1 | Underwriting Agreement, dated October 12, 2021, by and among the Company and Citigroup Global Markets Inc., Barclays Capital Inc. and Wells Fargo Securities, LLC. | |
5.1 | Opinion of Venable LLP. | |
23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
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: October 15, 2021