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
December 4, 2017
Date of Report (Date of earliest event reported)
QUALITY CARE PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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001-37805 |
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81-2898967 |
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(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer |
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Identification Number) |
7315 Wisconsin Avenue, Suite 550 East
Bethesda, MD 20814
(Address of principal executive offices) (Zip Code)
(240) 223-4680
(Registrant’s telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x
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. x
Item 7.01. Regulation FD Disclosure.
On December 4, 2017, Quality Care Properties, Inc. (“QCP” or the “Company”) issued a press release. A copy of that press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed by QCP for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of QCP’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
For additional information regarding the risks to QCP associated with HCR ManorCare, see “Risk Factors” included in QCP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended, which is available on QCP’s website at www.qcpcorp.com and at www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press release issued December 4, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 4, 2017
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Quality Care Properties, Inc. | ||
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By: |
/s/ C. Marc Richards | |
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Name: |
C. Marc Richards |
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Title: |
Chief Financial Officer |
BETHESDA, Md., Dec. 4, 2017 /PRNewswire/ — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) announced today that it has agreed with HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company’s principal tenant (collectively, “HCR ManorCare”) to further extend the deadline for HCR ManorCare’s response to QCP’s receivership complaint to January 15, 2018, subject to Court approval, to allow for negotiations regarding a potential comprehensive restructuring of the economic relationships between the parties. As previously announced, on August 17, 2017, QCP filed a complaint against HCR ManorCare seeking the appointment of an independent receiver for QCP’s skilled nursing and assisted living/memory care facilities.
The Company also announced that it received $19 million in rent from HCR ManorCare for November 2017.
HCR ManorCare continues to be in default under the Master Lease and Security Agreement, dated as of April 7, 2011, as amended and supplemented and the Guaranty of Obligations effective as of February 11, 2013 with respect to obligations under the Master Lease.
About QCP
Quality Care Properties, Inc. is one of the nation’s largest actively managed real estate companies focused on post-acute/skilled nursing and memory care/assisted living properties. QCP’s properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building. For more information regarding QCP, visit www.qcpcorp.com.
Safe Harbor Statement
Certain statements in this press release that are not historical statements of fact may be deemed “forward-looking statements.” The Company intends to have its forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with those provisions. Forward-looking statements include, among other things, statements regarding our intent, belief or expectations. In particular we note that statements regarding our negotiations with HCR ManorCare are all forward-looking statements. No assurance can be given that we will reach agreement with HCR ManorCare as a result of negotiations or that the terms of any such agreement will be favorable to QCP. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. See “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, as amended, and our later SEC filings for extensive discussion regarding the risks to us from our association with HCR ManorCare. These filings are available on our website at www.qcpcorp.com and at www.sec.gov.
Forward-looking statements speak only as of the date of this press release. Except as may be required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements.
For further information: C. Marc Richards, Chief Financial Officer, Quality Care Properties, Inc., (240) 223-4680