SUMMARIZED CONDENSED CONSOLIDATING INFORMATION

In connection with the offerings of the 2021 Notes and the 2023 Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the 2021 Notes and the 2023 Notes, subject to release under certain customary circumstances as described below. In connection with the assumption of the 2026 Notes as a result of the CCP Merger (see Note 3, “CCP Merger and Recent Real Estate Acquisitions”), the Company has fully and unconditionally guaranteed the 2026 Notes, subject to release under certain circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries.

A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the 2021 Notes and the 2023 Notes in the event of:


•	Any sale of the subsidiary Guarantor or of all or substantially all of its assets;


•	A merger or consolidation of a subsidiary Guarantor with an issuer of the 2021 Notes or the 2023 Notes or another Guarantor, provided that the surviving entity remains a Guarantor;


•	A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the indentures governing the 2021 Notes or the 2023 Notes;


•	The requirements for legal defeasance or covenant defeasance or to discharge the indentures governing the 2021 Notes or the 2023 Notes have been satisfied;


•	A liquidation or dissolution, to the extent permitted under the indentures governing the 2021 Notes or the 2023 Notes, of a subsidiary Guarantor; or


•	The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty.

The Company will be automatically and unconditionally released from its obligations under the guarantees with respect to the 2026 Notes in the event of:


•	A liquidation or dissolution, to the extent permitted under the indenture governing the 2026 Notes;


•	A merger or consolidation, provided that the surviving entity remains a Guarantor; or


•	The requirements for legal defeasance or covenant defeasance or to discharge the indenture governing the 2026 Notes have been satisfied.

Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Operating Partnership, Sabra Capital Corporation, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the 2021 Notes and the 2023 Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Operating Partnership, Sabra Capital Corporation, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Operating Partnership, Sabra Capital Corporation, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra’s proportionate share of each subsidiary’s net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows.

Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Operating Partnership only, Sabra Capital Corporation only, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2018

(in thousands)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	353		$	—	$	—	$	1,733,912	$	4,374,536	$	—		$	6,108,801
Loans receivable and other investments, net	(200		)	—		—		50,471		50,617		—			100,888
Investment in unconsolidated joint venture	—			—		—		—		354,907		—			354,907
Cash and cash equivalents	40,119			—		—		354		5,879		—			46,352
Restricted cash	—			—		—		1,948		9,870		—			11,818
Lease intangible assets, net	—			—		—		16,841		144,582		—			161,423
Accounts receivable, prepaid expenses and other assets, net	3,038			44,140		—		96,773		63,855		(7,426		)	200,380
Intercompany	2,422,147			2,667,397		—		—		—		(5,089,544		)	—
Investment in subsidiaries	980,552			1,296,380		—		13,958		—		(2,290,890		)	—
Total assets	$	3,446,009		$	4,007,917	$	—	$	1,914,257	$	5,004,246	$	(7,387,860	)	$	6,984,569

Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	254,917	$	—		$	254,917
Revolving credit facility	—			611,000		—		—		—		—			611,000
Term loans, net	—			1,092,856		—		95,767		—		—			1,188,623
Senior unsecured notes, net	—			1,306,566		—		—		—		—			1,306,566
Accounts payable and accrued liabilities	23,858			16,943		—		3,149		65,829		(7,426		)	102,353
Lease intangible liabilities, net	—			—		—		—		94,544		—			94,544
Intercompany	—			—		—		709,913		4,379,631		(5,089,544		)	—
Total liabilities	23,858			3,027,365		—		808,829		4,794,921		(5,096,970		)	3,558,003

Total Sabra Health Care REIT, Inc. stockholders' equity	3,422,151			980,552		—		1,105,428		204,910		(2,290,890		)	3,422,151
Noncontrolling interests	—			—		—		—		4,415		—			4,415
Total equity	3,422,151			980,552		—		1,105,428		209,325		(2,290,890		)	3,426,566
Total liabilities and equity	$	3,446,009		$	4,007,917	$	—	$	1,914,257	$	5,004,246	$	(7,387,860	)	$	6,984,569


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2017

(in thousands)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	324		$	—	$	—	$	1,756,933	$	4,237,175	$	—		$	5,994,432
Loans receivable and other investments, net	(97		)	—		—		55,297		59,190		—			114,390
Cash and cash equivalents	511,670			—		—		449		6,513		—			518,632
Restricted cash	—			—		—		36,910		31,907		—			68,817
Lease intangible assets, net	—			—		—		17,577		149,542		—			167,119
Accounts receivable, prepaid expenses and other assets, net	3,499			36,073		—		80,739		53,765		(5,189		)	168,887
Intercompany	2,043,402			2,721,979		—		—		—		(4,765,381		)	—
Investment in subsidiaries	890,462			1,198,305		—		14,661		—		(2,103,428		)	—
Total assets	$	3,449,260		$	3,956,357	$	—	$	1,962,566	$	4,538,092	$	(6,873,998	)	$	7,032,277

Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	256,430	$	—		$	256,430
Revolving credit facility	—			641,000		—		—		—		—			641,000
Term loans, net	—			1,092,397		—		98,377		—		—			1,190,774
Senior unsecured notes, net	—			1,306,286		—		—		—		—			1,306,286
Accounts payable and accrued liabilities	16,453			26,212		—		3,560		61,487		(5,189		)	102,523
Lease intangible liabilities, net	—			—		—		—		98,015		—			98,015
Intercompany	—			—		—		785,120		3,980,261		(4,765,381		)	—
Total liabilities	16,453			3,065,895		—		887,057		4,396,193		(4,770,570		)	3,595,028

Total Sabra Health Care REIT, Inc. stockholders' equity	3,432,807			890,462		—		1,075,509		137,457		(2,103,428		)	3,432,807
Noncontrolling interests	—			—		—		—		4,442		—			4,442
Total equity	3,432,807			890,462		—		1,075,509		141,899		(2,103,428		)	3,437,249
Total liabilities and equity	$	3,449,260		$	3,956,357	$	—	$	1,962,566	$	4,538,092	$	(6,873,998	)	$	7,032,277


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended March 31, 2018

(dollars in thousands, except per share amounts)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental income	$	—		$	—	$	—	$	45,464		$	103,024		$	(4,233	)	$	144,255
Interest and other income	10			112		—		1,267			3,061			(112		)	4,338
Resident fees and services	—			—		—		—			17,493			—			17,493
Total revenues	10			112		—		46,731			123,578			(4,345		)	166,086
Expenses:
Depreciation and amortization	222			—		—		14,930			32,853			—			48,005
Interest	—			32,566		—		790			2,574			(112		)	35,818
Operating expenses	—			—		—		—			16,357			(4,233		)	12,124
General and administrative	5,822			14		—		431			1,600			—			7,867
Merger and acquisition costs	336			—		—		—			(6		)	—			330
Provision for (recovery of) doubtful accounts and loan losses	2,181			—		—		(971		)	3			—			1,213
Impairment of real estate	—			—		—		532			—			—			532
Total expenses	8,561			32,580		—		15,712			53,381			(4,345		)	105,889
Other income (expense):
Other income	1,977			201		—		410			232			—			2,820
Net loss on sales of real estate	—			—		—		(56		)	(416		)	—			(472		)
Total other income (expense)	1,977			201		—		354			(184		)	—			2,348
Income in subsidiary	69,343			101,610		—		1,854			—			(172,807		)	—
Income before income from unconsolidated joint venture and income tax expense	62,769			69,343		—		33,227			70,013			(172,807		)	62,545
Income from unconsolidated joint venture	—			—		—		—			446			—			446
Income tax expense	(298		)	—		—		(53		)	(159		)	—			(510		)
Net income	62,471			69,343		—		33,174			70,300			(172,807		)	62,481
Net income attributable to noncontrolling interests	—			—		—		—			(10		)	—			(10		)
Net income attributable to Sabra Health Care REIT, Inc.	62,471			69,343		—		33,174			70,290			(172,807		)	62,471
Preferred stock dividends	(2,561		)	—		—		—			—			—			(2,561		)
Net income attributable to common stockholders	$	59,910		$	69,343	$	—	$	33,174		$	70,290		$	(172,807	)	$	59,910

Net loss attributable to common stockholders, per:
Basic common share																	$	0.34
Diluted common share																	$	0.34
Weighted-average number of common shares outstanding, basic																	178,294,605
Weighted-average number of common shares outstanding, diluted																	178,516,388


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended March 31, 2017

(dollars in thousands, except per share amounts)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental income	$	—		$	—		$	—	$	53,039	$	4,969		$	(784	)	$	57,224
Interest and other income	7			—			—		1,938		—			—			1,945
Resident fees and services	—			—			—		—		3,481			—			3,481
Total revenues	7			—			—		54,977		8,450			(784		)	62,650
Expenses:
Depreciation and amortization	216			—			—		16,956		1,965			—			19,137
Interest	—			13,409			—		728		1,651			—			15,788
Operating expenses	—			—			—		—		3,204			(784		)	2,420
General and administrative	5,259			14			—		767		50			—			6,090
Merger and acquisition costs	533			—			—		30		—			—			563
(Recovery of) provision for doubtful accounts and loan losses	(145		)	—			—		1,915		—			—			1,770
Total expenses	5,863			13,423			—		20,396		6,870			(784		)	45,768
Other income:
Other income	1,367			35			—		727		—			—			2,129
Total other income	1,367			35			—		727		—			—			2,129

Income in subsidiary	23,436			36,825			—		1,779		—			(62,040		)	—
Income before income tax expense	18,947			23,437			—		37,087		1,580			(62,040		)	19,011
Income tax expense	(124		)	(1		)	—		—		(95		)	—			(220		)
Net income	18,823			23,436			—		37,087		1,485			(62,040		)	18,791
Net loss attributable to noncontrolling interests	—			—			—		—		32			—			32
Net income attributable to Sabra Health Care REIT, Inc.	18,823			23,436			—		37,087		1,517			(62,040		)	18,823
Preferred stock dividends	(2,561		)	—			—		—		—			—			(2,561		)
Net income attributable to common stockholders	$	16,262		$	23,436		$	—	$	37,087	$	1,517		$	(62,040	)	$	16,262

Net loss attributable to common stockholders, per:
Basic common share																	$	0.25
Diluted common share																	$	0.25
Weighted-average number of common shares outstanding, basic																	65,354,649
Weighted-average number of common shares outstanding, diluted																	65,920,486


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2018

(dollars in thousands)

(unaudited)



					Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾		Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net income	$	62,471	$	69,343	$	—	$	33,174		$	70,300		$	(172,807	)	$	62,481
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	—		841		—		(928		)	(287		)	—			(374		)
Unrealized gain (loss) on cash flow hedges	—		9,903		—		(5		)	—			—			9,898
Total other comprehensive income (loss)	—		10,744		—		(933		)	(287		)	—			9,524
Comprehensive income	62,471		80,087		—		32,241			70,013			(172,807		)	72,005
Comprehensive income attributable to noncontrolling interest	—		—		—		—			(10		)	—			(10		)
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	62,471	$	80,087	$	—	$	32,241		$	70,003		$	(172,807	)	$	71,995


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2017

(dollars in thousands)

(unaudited)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾		Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Net income	$	18,823	$	23,436		$	—	$	37,087	$	1,485	$	(62,040	)	$	18,791
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation (loss) gain	—		(953		)	—		299		96		—			(558		)
Unrealized gain on cash flow hedges	285		443			—		—		—		—			728
Total other comprehensive income (loss)	285		(510		)	—		299		96		—			170
Comprehensive income	19,108		22,926			—		37,386		1,581		(62,040		)	18,961
Comprehensive loss attributable to noncontrolling interest	—		—			—		—		32		—			32
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	19,108	$	22,926		$	—	$	37,386	$	1,613	$	(62,040	)	$	18,993


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2018

(in thousands)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by (used in) operating activities	$	97,936		$	—		$	—	$	(55	)	$	3,766		$	—		$	101,647
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(172,001		)	—			—			(172,001		)
Origination and fundings of loans receivable	—			—			—		(1,027		)	(12,205		)	—			(13,232		)
Origination and fundings of preferred equity investments	—			—			—		(928		)	—			—			(928		)
Additions to real estate	(38		)	—			—		(3,496		)	(8,005		)	—			(11,539		)
Repayments of loans receivable	—			—			—		7,491			21,314			—			28,805
Repayments of preferred equity investments	—			—			—		234			—			—			234
Investment in unconsolidated JV	—			—			—		—			(354,461		)	—			(354,461		)
Net proceeds from the sales of real estate	—			—			—		—			6,743			—			6,743
Distribution from subsidiaries	2,557			2,557			—		—			—			(5,114		)	—
Intercompany financing	(488,718		)	(458,712		)	—		—			—			947,430			—
Net cash (used in) provided by investing activities	(486,199		)	(456,155		)	—		(169,727		)	(346,614		)	942,316			(516,379		)
Cash flows from financing activities:
Net repayments of revolving credit facility	—			(30,000		)	—		—			—			—			(30,000		)
Principal payments on secured debt	—			—			—		—			(1,061		)	—			(1,061		)
Payments of deferred financing costs	—			(6		)	—		—			—			—			(6		)
Distribution to noncontrolling interest	—			—			—		—			(37		)	—			(37		)
Issuance of common stock, net	(499		)	—			—		—			—			—			(499		)
Dividends paid on common and preferred stock	(82,789		)	—			—		—			—			—			(82,789		)
Distribution to parent	—			(2,557		)	—		—			(2,557		)	5,114			—
Intercompany financing	—			488,718			—		134,797			323,915			(947,430		)	—
Net cash (used in) provided by financing activities	(83,288		)	456,155			—		134,797			320,260			(942,316		)	(114,392		)
Net decrease in cash, cash equivalents and restricted cash	(471,551		)	—			—		(34,985		)	(22,588		)	—			(529,124		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	—			—			—		(72		)	(83		)	—			(155		)
Cash, cash equivalents and restricted cash, beginning of period	511,670			—			—		37,359			38,420			—			587,449
Cash, cash equivalents and restricted cash, end of period	$	40,119		$	—		$	—	$	2,302		$	15,749		$	—		$	58,170


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2017

(in thousands)

(unaudited)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by operating activities	$	27,886		$	—		$	—	$	1,027		$	2,674		$	—		$	31,587
Cash flows from investing activities:
Origination and fundings of loans receivable	—			—			—		(508		)	—			—			(508		)
Origination and fundings of preferred equity investments	—			—			—		(51		)	—			—			(51		)
Additions to real estate	(1		)	—			—		(474		)	(45		)	—			(520		)
Repayments of loans receivable	—			—			—		118			—			—			118
Distribution from subsidiaries	2,474			2,474			—		—			—			(4,948		)	—
Intercompany financing	(10,025		)	(916		)	—		—			—			10,941			—
Net cash (used in) provided by investing activities	(7,552		)	1,558			—		(915		)	(45		)	5,993			(961		)
Cash flows from financing activities:
Net repayments of revolving credit facility	—			(9,000		)	—		—			—			—			(9,000		)
Principal payments on secured debt	—			—			—		—			(1,021		)	—			(1,021		)
Payments of deferred financing costs	—			(109		)	—		—			—			—			(109		)
Issuance of common stock, net	(3,224		)	—			—		—			—			—			(3,224		)
Dividends paid on common and preferred stock	(29,993		)	—			—		—			—			—			(29,993		)
Distribution to parent	—			(2,474		)	—		—			(2,474		)	4,948			—
Intercompany financing	—			10,025			—		916			—			(10,941		)	—
Net cash (used in) provided by financing activities	(33,217		)	(1,558		)	—		916			(3,495		)	(5,993		)	(43,347		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(12,883		)	—			—		1,028			(866		)	—			(12,721		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	—			—			—		14			7			—			21
Cash, cash equivalents and restricted cash, beginning of period	18,168			—			—		2,732			13,765			—			34,665
Cash, cash equivalents and restricted cash, end of period	$	5,285		$	—		$	—	$	3,774		$	12,906		$	—		$	21,965


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.