8-K 1 d736204d8k.htm FORM 8-K FORM 8-K

 

 

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): May 10, 2019

 

 

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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common stock, $.01 par value   SBRA   The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

 

 

 


Item 8.01

Other Events.

On May 10, 2019, Sabra Health Care Limited Partnership and Sabra Canadian Holdings, LLC (together, the “Borrowers”), Sabra Health Care REIT, Inc., the subsidiary guarantors party thereto, and the lenders party thereto entered into a Second Amendment to the Fourth Amended and Restated Credit Agreement (the “Second Amendment”). The parties had previously entered into the First Amendment to the Fourth Amended and Restated Credit Agreement to increase the maximum permissible consolidated total leverage ratio and the maximum permissible consolidated unsecured leverage ratio through March 31, 2019 and to amend related definitions. The Second Amendment extends those increased leverage ratios through June 30, 2019.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

99.1    Second Amendment, dated as of May 10, 2019, to the Fourth Amended and Restated Credit Agreement, dated as of August  17, 2017, among Sabra Health Care Limited Partnership and Sabra Canadian Holdings, LLC, as Borrowers; Sabra Health Care REIT, Inc., as a guarantor; the other guarantors party thereto; the lenders party thereto; Bank of America, N.A., as Administrative Agent, and Bank of America, N.A., Citizens Bank, National Association, Crédit Agricole Corporate and Investment Bank and Wells Fargo Bank, N.A., as Swing Line Lenders and L/C Issuers.


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 thereunto 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: May 13, 2019