Care Capital Properties, Inc. (NYSE: CCP) (“CCP” or the
“Company”) announced today that its Board of Directors declared a
prorated dividend on the Company’s common stock, conditioned upon
the completion of its pending combination with Sabra Health Care
REIT, Inc. (NASDAQ: SBRA) (“Sabra”) pursuant to a merger of CCP
with and into a wholly owned subsidiary of Sabra (the
“Merger”).
The dividend will be payable in cash to stockholders of record
at the close of business on the last business day prior to the date
on which the Merger becomes effective (the “Effective Time”). The
per share dividend amount payable by CCP will be equal to the
Company’s most recent quarterly dividend rate ($0.57), multiplied
by the number of days elapsed since the Company’s last dividend
payment date (June 30, 2017) through and including the day
immediately prior to the day on which the Effective Time occurs,
divided by the actual number of days in the calendar quarter in
which such dividend is declared (92).
The Merger is expected to occur on or about August 17, 2017,
subject to the approval of stockholders of CCP and Sabra and the
satisfaction of customary closing conditions. Each of CCP and Sabra
has scheduled a special meeting of stockholders on August 15, 2017
to consider and vote upon the proposed Merger and related matters.
There can be no assurance that all such closing conditions will be
satisfied by August 17, 2017, that the Effective Time will occur on
August 17, 2017 or that the Merger will occur. If the Effective
Time occurs on August 17, 2017, the amount of the prorated dividend
will be $0.2911957 per share. If, however, the Effective Time
occurs after August 17, 2017, the amount of the dividend will be
increased for each calendar day that the Effective Time occurs
later than August 17, 2017, and the record date and payment date
for the dividend will be delayed accordingly.
Care Capital Properties, Inc. is a healthcare real estate
investment trust with a diversified portfolio of triple-net leased
properties, focused on the post-acute sector. The Company’s skilled
management team is fully invested in delivering excellent returns
by forging strong relationships with shareholders, operators, and
employees. More information about Care Capital Properties, Inc. can
be found at: www.carecapitalproperties.com.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements regarding CCP’s or its tenants’ or
borrowers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and
dividend plans, financing opportunities and plans, capital markets
transactions, business strategy, budgets, projected costs,
operating metrics, capital expenditures, competitive positions,
acquisitions, investment opportunities, dispositions, growth
opportunities, expected lease income, continued qualification as a
real estate investment trust (“REIT”), plans and objectives of
management for future operations and statements that include words
such as “anticipate,” “if,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “may,” “could,” “should,” “will” and other
similar expressions are forward-looking statements. These
forward-looking statements are inherently uncertain, and actual
results may differ materially from CCP’s expectations. Except as
required by law, CCP does not undertake a duty to update these
forward-looking statements, which speak only as of the date on
which they are made.
Factors that could cause CCP’s actual future results and trends
to differ materially from those anticipated are discussed in its
filings with the Securities and Exchange Commission and include,
without limitation: (a) the ability and willingness of CCP’s
tenants, borrowers and other counterparties to satisfy their
obligations under their respective contractual arrangements with
CCP, including, in some cases, their obligations to indemnify,
defend and hold harmless CCP from and against various claims,
litigation and liabilities; (b) the ability of CCP’s tenants and
borrowers to maintain the financial strength and liquidity
necessary to satisfy their respective obligations and liabilities
to third parties, including without limitation obligations under
their existing credit facilities and other indebtedness, and the
impact of CCP’s tenants or borrowers declaring bankruptcy or
becoming insolvent; (c) CCP’s ability to successfully execute its
business strategy, including identifying, underwriting, financing,
consummating and integrating suitable acquisitions and investments;
(d) macroeconomic conditions such as a disruption in or lack of
access to the capital markets, changes in the debt rating on U.S.
government securities, default or delay in payment by the United
States of its obligations, and changes in federal or state budgets
resulting in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates; (e) the nature and extent of competition in
the markets in which CCP’s properties are located; (f) the impact
of pending and future healthcare reform and regulations, including
cost containment measures, quality initiatives and changes in
reimbursement methodologies, policies, procedures and rates; (g)
increases in CCP’s borrowing costs as a result of changes in
interest rates and other factors; (h) the ability of CCP’s tenants
to successfully operate CCP’s properties in compliance with
applicable laws, rules and regulations, to deliver high-quality
services, to hire and retain qualified personnel, to attract
residents and patients, and to participate in government or managed
care reimbursement programs; (i) changes in general economic
conditions or economic conditions in the markets in which CCP may,
from time to time, compete for investments, capital and talent, and
the effect of those changes on CCP’s earnings and financing
sources; (j) CCP’s ability to repay, refinance, restructure or
extend its indebtedness as it becomes due; (k) CCP’s ability and
willingness to maintain its qualification as a real estate
investment trust in light of economic, market, legal, tax and other
considerations; (l) final determination of CCP’s taxable net income
for the year ended December 31, 2016 and for current and future
years; (m) the ability and willingness of CCP’s tenants to renew
their leases with CCP upon expiration of the leases, CCP’s ability
to reposition its properties on the same or better terms in the
event of nonrenewal or in the event CCP exercises its right to
replace an existing tenant, and obligations, including
indemnification obligations, CCP may incur in connection with the
replacement of an existing tenant; (n) year-over-year changes in
the Consumer Price Index and the effect of those changes on the
rent escalators contained in CCP’s leases and on CCP’s earnings;
(o) CCP’s ability and the ability of its tenants and borrowers to
obtain and maintain adequate property, liability and other
insurance from reputable, financially stable providers; (p) the
impact of increased operating costs and uninsured professional
liability claims on CCP’s or its tenants’ or borrowers’ liquidity,
financial condition and results of operations, and the ability of
CCP and its tenants and borrowers to accurately estimate the
magnitude of those costs and claims; (q) consolidation in the
healthcare industry resulting in a change of control of, or a
competitor’s investment in, one or more of CCP’s tenants or
borrowers or significant changes in the senior management of CCP’s
tenants or borrowers; (r) the impact of litigation or any
financial, accounting, legal or regulatory issues, including
government investigations, enforcement proceedings and punitive
settlements, that may affect CCP or its tenants or borrowers; (s)
changes in accounting principles, or their application or
interpretation, and CCP’s ability to make estimates and the
assumptions underlying the estimates, which could have an effect on
CCP’s earnings; and (t) risks related to CCP’s proposed merger with
Sabra Health Care REIT, Inc., including that the proposed merger
will require significant time, attention and resources, potentially
diverting attention from the conduct of CCP’s business, the
potential adverse effect on CCP’s tenant and vendor relationships,
operating results and business generally resulting from the
proposed merger, and the anticipated and unanticipated costs, fees,
expenses and liabilities relating to the proposed merger. Many of
these factors are beyond the control of CCP and its management.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND
IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed solicitation
material in respect of the proposed merger of CCP with a wholly
owned subsidiary of Sabra. The proposed merger is being submitted
to stockholders of CCP for their consideration. In connection
therewith, CCP has filed relevant materials with the U.S.
Securities and Exchange Commission (“SEC”), including a joint proxy
statement/prospectus with respect to the proposed merger that was
mailed to Sabra’s and the Company’s stockholders on or about July
10, 2017. STOCKHOLDERS OF SABRA AND CCP ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SABRA, CCP AND THE
MERGER. Stockholders may obtain copies of the joint proxy
statement/prospectus and any other documents filed with the SEC by
Sabra and CCP for no charge at the SEC’s website at www.sec.gov.
Copies of the documents filed by Sabra with the SEC are available
free of charge on Sabra’s website at www.sabrahealth.com, or by
directing a written request to Sabra Health Care REIT, Inc., 18500
Von Karman Avenue, Suite 550, Irvine, CA 92612, Attention: Investor
Relations. Copies of the documents filed by CCP with the SEC are
available free of charge on CCP’s website at
www.carecapitalproperties.com, or by directing a written request to
Care Capital Properties, Inc., 191 North Wacker Drive, Suite 1200,
Chicago, Illinois 60606, Attention: Investor Relations.
PARTICIPANTS IN SOLICITATION
Sabra and CCP, and their respective directors and executive
officers and certain other employees, may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transactions contemplated by the merger agreement.
Information concerning the ownership of Sabra securities by Sabra’s
directors and executive officers is included in their SEC filings
on Forms 3, 4, and 5, and additional information about Sabra’s
directors and executive officers is also available in Sabra’s proxy
statement for its 2017 annual meeting of stockholders filed with
the SEC on April 25, 2017, as well as its annual report on Form
10-K for the year ended December 31, 2016, which was filed with the
SEC on February 22, 2017. Information concerning the ownership of
CCP securities by CCP’s directors and executive officers is
included in their SEC filings on Forms 3, 4, and 5, and additional
information about CCP’s directors and executive officers is also
available in CCP’s proxy statement for its 2017 annual meeting of
stockholders filed with the SEC on April 7, 2017, as well as its
annual report on Form 10-K for the year ended December 31, 2016,
which was filed with the SEC on March 1, 2017. Other information
regarding persons who may be deemed participants in the proxy
solicitation, including their respective interests by security
holdings or otherwise, is set forth in the joint proxy
statement/prospectus relating to the proposed merger. These
documents can be obtained free of charge from the sources indicated
above.
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version on businesswire.com: http://www.businesswire.com/news/home/20170802006564/en/
Care Capital Properties, Inc.Lori B. WittmanExecutive Vice
President and Chief Financial
Officerlwittman@carecapitalproperties.com312.881.4702
Care Capital Properties, Inc. (delisted) (NYSE:CCP)
過去 株価チャート
から 12 2024 まで 1 2025
Care Capital Properties, Inc. (delisted) (NYSE:CCP)
過去 株価チャート
から 1 2024 まで 1 2025
