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CHICAGO--(BUSINESS WIRE)--Care Capital Properties, Inc. (NYSE: CCP) (“CCP” or the “Company”) today announced that it will issue its first quarter 2017 earnings release prior to the opening of trading on the New York Stock Exchange on Tuesday, May 9, 2017. A conference call to discuss those earnings will be held the same day at 10:00 A.M. Eastern Time (9:00 A.M. Central Time). The dial-in number for the conference call is (888) 349-0115 or (412) 317-5143 for international callers and (855) 669-9


IRVINE, Calif. & CHICAGO--(BUSINESS WIRE)--Sabra Health Care REIT, Inc. (Nasdaq:SBRA, Nasdaq:SBRAP) and Care Capital Properties, Inc. (NYSE:CCP) announced today that they have entered into a definitive agreement pursuant to which the two companies will combine in an all-stock merger to create a premier healthcare REIT. The combined company is expected to have a pro forma total market capitalization of approximately $7.4 billion and an equity market capitalization of approximately $4.3 billion. Under the terms of the agreement, CCP shareholders will receive 1.123 shares of Sabra common stock for each share of CCP common stock they own. Upon closing of the merger, Sabra shareholders are expected to own approximately 41% and the former CCP shareholders are expected to own approximately 59% of the combined company. The merger is subject to customary closing conditions, including receipt of the approval of both Sabra and CCP shareholders. The parties currently expect the transaction to close during the third quarter of 2017. The all-stock merger is intended to be a tax-free transaction. The merger of Sabra and CCP creates significant financial and operational benefits: Rick Matros, CEO and Chairman of Sabra stated: "We are excited to announce this transformative transaction that brings together two highly complementary portfolios in a merger we believe to have considerable benefits for all stakeholders. We have reshaped, diversified and enhanced the Sabra portfolio and this transaction represents a logical and substantial next step on that journey. Our balance sheet and access to capital will enable us to continue investing in senior housing assets to balance our portfolio mix, as we did after our spin-off. The increased scale and portfolio diversification, strengthened balance sheet and earnings profile delivered through the merger position us to capitalize on the opportunity set in front of us in an industry that continues to have attractive fundamentals." Raymond Lewis, CEO of CCP stated: "This is an outstanding outcome for the shareholders of both companies. Since becoming a public company in August of 2015, CCP has worked hard to reposition our portfolio for success and growth with strategic operators. The combined company will have a diversified portfolio of quality operators and assets, with strong free cash flow, a rock solid balance sheet and a highly competitive cost of capital. This solid foundation will enable it to compete and win in the dynamic and growing healthcare real estate market. Rick and his team have a strong track record of delivering on their commitments and producing results and I look forward to supporting them as they continue with this exciting next step." The current management team of Sabra will lead the combined company, with Rick Matros to serve as Chairman and CEO, Harold Andrews as CFO and Talya Nevo-Hacohen as CIO. The Sabra Board of Directors will be expanded to 8 members, adding CCP's current CEO Raymond Lewis and two additional directors from CCP. Upon completion of the merger, the company will operate under the Sabra name and its common stock will be listed under the ticker symbol SBRA (NASDAQ). The company will be headquartered in Irvine, California. UBS Investment Bank is acting as financial advisor to Sabra and O’Melveny & Myers LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are acting as legal advisors to Sabra. BofA Merrill Lynch is acting as lead financial advisor and Barclays is acting as financial advisor to CCP. Sidley Austin LLP is acting as legal advisor to CCP. The companies will host a conference call with a simultaneous webcast on Monday, May 8, 2017 at 8:30am EDT to discuss the merger. Participants will include Sabra's Chief Executive Officer and Chairman Rick Matros, Sabra's Chief Financial Officer Harold W. Andrews Jr., Sabra's Chief Investment Officer Talya Nevo-Hacohen, CCP's Chief Executive Officer Raymond J. Lewis and CCP's Chief Financial Officer Lori B. Wittman. The conference call can be accessed by dialing (888) 286-2314 and entering the passcode SABRA. The webcast URL is http://edge.media-server.com/m/p/dp7isfr4. CCP will not be holding their earnings conference call previously scheduled for May 9, 2017. A replay of the conference call will also be available for 30 days following the call, by dialing (888) 203-1112 and entering the passcode 4977559. An investor presentation regarding the transaction, a transcript of the call and the webcast replay, including a podcast format, will be posted when available on the respective companies' websites under the Investor Relations section. Sabra Health Care REIT, Inc. (NASDAQ:SBRA), a Maryland corporation, operates as a self-administered, self-managed real estate investment trust (a "REIT") that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra leases properties to tenants and operators throughout the United States and Canada. 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. CCP's skilled management team is fully invested in delivering excellent returns by forging strong relationships with shareholders, operators, and employees. 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 to be solicitation material in respect of the proposed merger of CCP with a wholly owned subsidiary of Sabra. In connection with the proposed merger, Sabra intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (“SEC”), which will include a joint proxy statement/prospectus with respect to the proposed merger. After the registration statement is declared effective, Sabra and CCP will each mail the definitive joint proxy statement/prospectus to their respective stockholders. The definitive joint proxy statement/prospectus will contain important information about the proposed merger and related matters. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SABRA, CCP AND THE MERGER. Stockholders will be able to obtain copies of the joint proxy statement/prospectus and other relevant materials (when they become available) 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 will be 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 will be 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. 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 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 Form 10-K filed with SEC for the year ended December 31, 2016. 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 Form 10-K filed with SEC for the year ended December 31, 2016. Other information regarding persons who may be deemed participants in the proxy solicitation, including their respective interests by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus relating to the proposed merger when it becomes available and is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Certain statements contained herein, including statements about Sabra’s proposed merger with CCP, the expected impact of the proposed merger on Sabra’s financial results, Sabra’s ability to achieve the synergies and other benefits of the proposed merger with CCP and Sabra’s and CCP’s strategic and operational plans, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “looks forward to” or the negative of these terms or other similar words, although not all forward-looking statements contain these words. Forward-looking statements are based upon our current expectations and assumptions of future events and are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Some of the risks and uncertainties that could cause actual results to differ materially include, but are not limited to: the possibility that the parties may be unable to obtain required stockholder approvals or regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the potential adverse effect on tenant and vendor relationships, operating results and business generally resulting from the proposed transaction; the proposed transaction will require significant time, attention and resources, potentially diverting attention from the conduct of Sabra’s business; the amount of debt that will need to be refinanced or amended in connection with the proposed merger and the ability to do so on acceptable terms; changes in healthcare regulation and political or economic conditions; the anticipated benefits of the proposed transaction may not be realized; the anticipated and unanticipated costs, fees, expenses and liabilities related to the transaction; the outcome of any legal proceedings related to the transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement. Additional information concerning risks and uncertainties that could affect Sabra’s business can be found in Sabra’s filings with the Securities and Exchange Commission, including Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2016. Additional information concerning risks and uncertainties that could affect CCP’s business can be found in CCP’s filings with the Securities and Exchange Commission, including Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2016. We undertake no obligation to revise or update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.


Combined company to have a diversified portfolio of 564 investments across 43 states and Canada IRVINE, Calif. and CHICAGO, May 07, 2017 (GLOBE NEWSWIRE) -- Sabra Health Care REIT, Inc. (Nasdaq:SBRA) (Nasdaq:SBRAP) and Care Capital Properties, Inc. (NYSE:CCP) announced today that they have entered into a definitive agreement pursuant to which the two companies will combine in an all-stock merger to create a premier healthcare REIT. The combined company is expected to have a pro forma total market capitalization of approximately $7.4 billion and an equity market capitalization of approximately $4.3 billion. Under the terms of the agreement, CCP shareholders will receive 1.123 shares of Sabra common stock for each share of CCP common stock they own. Upon closing of the merger, Sabra shareholders are expected to own approximately 41% and the former CCP shareholders are expected to own approximately 59% of the combined company. The merger is subject to customary closing conditions, including receipt of the approval of both Sabra and CCP shareholders. The parties currently expect the transaction to close during the third quarter of 2017. The all-stock merger is intended to be a tax-free transaction. The merger of Sabra and CCP creates significant financial and operational benefits: Rick Matros, CEO and Chairman of Sabra stated: "We are excited to announce this transformative transaction that brings together two highly complementary portfolios in a merger we believe to have considerable benefits for all stakeholders. We have reshaped, diversified and enhanced the Sabra portfolio and this transaction represents a logical and substantial next step on that journey. Our balance sheet and access to capital will enable us to continue investing in senior housing assets to balance our portfolio mix, as we did after our spin-off. The increased scale and portfolio diversification, strengthened balance sheet and earnings profile delivered through the merger position us to capitalize on the opportunity set in front of us in an industry that continues to have attractive fundamentals." Raymond Lewis, CEO of CCP stated: "This is an outstanding outcome for the shareholders of both companies.  Since becoming a public company in August of 2015, CCP has worked hard to reposition our portfolio for success and growth with strategic operators. The combined company will have a diversified portfolio of quality operators and assets, with strong free cash flow, a rock solid balance sheet and a highly competitive cost of capital. This solid foundation will enable it to compete and win in the dynamic and growing healthcare real estate market. Rick and his team have a strong track record of delivering on their commitments and producing results and I look forward to supporting them as they continue with this exciting next step." The current management team of Sabra will lead the combined company, with Rick Matros to serve as Chairman and CEO, Harold Andrews as CFO and Talya Nevo-Hacohen as CIO. The Sabra Board of Directors will be expanded to 8 members, adding CCP’s current CEO Raymond Lewis and two additional directors from CCP. Upon completion of the merger, the company will operate under the Sabra name and its common stock will be listed under the ticker symbol SBRA (NASDAQ). The company will be headquartered in Irvine, California. UBS Investment Bank is acting as financial advisor to Sabra and O’Melveny & Myers LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are acting as legal advisors to Sabra. BofA Merrill Lynch is acting as lead financial advisor and Barclays is acting as financial advisor to CCP. Sidley Austin LLP is acting as legal advisor to CCP. The companies will host a conference call with a simultaneous webcast on Monday, May 8, 2017 at 8:30am EDT to discuss the merger. Participants will include Sabra’s Chief Executive Officer and Chairman Rick Matros, Sabra’s Chief Financial Officer Harold W. Andrews Jr., Sabra’s Chief Investment Officer Talya Nevo-Hacohen, CCP’s Chief Executive Officer Raymond J. Lewis and CCP’s Chief Financial Officer Lori B. Wittman. The conference call can be accessed by dialing (888) 286-2314 and entering the passcode SABRA. The webcast URL is http://edge.media-server.com/m/p/dp7isfr4. CCP will not be holding their earnings conference call previously scheduled for May 9, 2017. A replay of the conference call will also be available for 30 days following the call, by dialing (888) 203-1112 and entering the passcode 4977559. An investor presentation regarding the transaction, a transcript of the call and the webcast replay, including a podcast format, will be posted when available on the respective companies’ websites under the Investor Relations section. Sabra Health Care REIT, Inc. (NASDAQ:SBRA), a Maryland corporation, operates as a self-administered, self-managed real estate investment trust (a "REIT") that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra leases properties to tenants and operators throughout the United States and Canada. 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. CCP’s skilled management team is fully invested in delivering excellent returns by forging strong relationships with shareholders, operators, and employees. 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 to be solicitation material in respect of the proposed merger of CCP with a wholly owned subsidiary of Sabra. In connection with the proposed merger, Sabra intends to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission ("SEC"), which will include a joint proxy statement/prospectus with respect to the proposed merger. After the registration statement is declared effective, Sabra and CCP will each mail the definitive joint proxy statement/prospectus to their respective stockholders. The definitive joint proxy statement/prospectus will contain important information about the proposed merger and related matters. 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SABRA, CCP AND THE MERGER.  Stockholders will be able to obtain copies of the joint proxy statement/prospectus and other relevant materials (when they become available) 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 will be 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 will be 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. 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 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 Form 10-K filed with SEC for the year ended December 31, 2016. 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 Form 10-K filed with SEC for the year ended December 31, 2016. Other information regarding persons who may be deemed participants in the proxy solicitation, including their respective interests by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus relating to the proposed merger when it becomes available and is filed with the SEC.  These documents can be obtained free of charge from the sources indicated above. Certain statements contained herein, including statements about Sabra’s proposed merger with CCP, the expected impact of the proposed merger on Sabra’s financial results, Sabra’s ability to achieve the synergies and other benefits of the proposed merger with CCP and Sabra’s and CCP’s strategic and operational plans, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future financial performance. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue" or "looks forward to" or the negative of these terms or other similar words, although not all forward-looking statements contain these words. Forward-looking statements are based upon our current expectations and assumptions of future events and are subject to risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Some of the risks and uncertainties that could cause actual results to differ materially include, but are not limited to:  the possibility that the parties may be unable to obtain required stockholder approvals or regulatory approvals or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the potential adverse effect on tenant and vendor relationships, operating results and business generally resulting from the proposed transaction; the proposed transaction will require significant time, attention and resources, potentially diverting attention from the conduct of Sabra’s business; the amount of debt that will need to be refinanced or amended in connection with the proposed merger and the ability to do so on acceptable terms; changes in healthcare regulation and political or economic conditions; the anticipated benefits of the proposed transaction may not be realized; the anticipated and unanticipated costs, fees, expenses and liabilities related to the transaction; the outcome of any legal proceedings related to the transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement.  Additional information concerning risks and uncertainties that could affect Sabra’s business can be found in Sabra’s filings with the Securities and Exchange Commission, including Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2016. Additional information concerning risks and uncertainties that could affect CCP’s business can be found in CCP’s filings with the Securities and Exchange Commission, including Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2016. We undertake no obligation to revise or update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.


News Article | November 10, 2016
Site: www.businesswire.com

CHICAGO--(BUSINESS WIRE)--Care Capital Properties, Inc. (NYSE: CCP) (“CCP” or the “Company”), a company with a diversified portfolio of triple-net leased healthcare properties, focused on the post-acute sector, today announced operating results for the quarter ended September 30, 2016. The Company began operating as an independent, publicly traded company on August 18, 2015, following the completion of its spin-off from Ventas, Inc. (NYSE: VTR) (“Ventas”). A portion of the results reported for


News Article | December 6, 2016
Site: www.businesswire.com

CHICAGO--(BUSINESS WIRE)--Care Capital Properties, Inc. (NYSE: CCP) (“CCP” or the “Company”) announced today that its Board of Directors declared a regular quarterly dividend of $0.57 per share, payable in cash on January 5, 2017 to stockholders of record on December 16, 2016. The dividend is the fourth quarterly installment of the Company’s 2016 annual dividend. 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. Its 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; (c) CCP’s success in executing its business strategy and its ability to identify, underwrite, finance, consummate and integrate suitable acquisitions and investments; (d) macroeconomic conditions such as a disruption of 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 the 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 operate CCP’s properties in compliance with applicable laws, rules and regulations (and the cost of such compliance), to deliver high-quality services, to hire and retain qualified personnel, to attract residents and patients, and to participate in government and 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 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 and its tenants’ and 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, any of CCP’s tenants or borrowers and significant changes in the senior management of any 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; and (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. Many of these factors are beyond the control of CCP and its management.


News Article | February 28, 2017
Site: www.businesswire.com

CHICAGO--(BUSINESS WIRE)--Care Capital Properties, Inc. (NYSE: CCP) (“CCP” or the “Company”), a company with a diversified portfolio of triple-net leased healthcare properties focused on the post-acute sector, today announced operating results for the quarter and year ended December 31, 2016. CCP began operating as an independent, publicly traded company in August 2015, following completion of its spin-off from Ventas, Inc. (NYSE: VTR) (“Ventas”). As previously explained, financial results reported for 2015 represent a combination of operating results that have been “carved-out” of Ventas’s consolidated financial statements for the period prior to the spin-off and standalone operating results for the period subsequent to the spin-off. “We are pleased to have delivered strong results in 2016, while generating robust cash flow to reinvest in growing our business. Our many accomplishments included putting our permanent capital structure in place, improving our portfolio through acquisitions, portfolio redevelopment, dispositions and asset transitions and building out our standalone infrastructure,” CCP Chief Executive Officer Raymond J. Lewis said. “In addition, we paid an attractive dividend and enhanced our investment grade balance sheet. As we look ahead to 2017, we are focused on completing value-enhancing investments and managing our portfolio to invest and grow with quality operators.” CCP currently expects its 2017 normalized FFO to range between $2.80 and $2.90 per diluted common share. NAREIT FFO is expected to range from $2.73 to $2.83 per diluted common share for the year. This 2017 guidance assumes: CCP’s guidance is predicated on a number of other assumptions that are subject to change and many of which are outside of CCP’s control. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that CCP will achieve these results. CCP will hold a conference call to discuss its fourth quarter and full year 2016 results and 2017 guidance in more detail today at 10:00 A.M. Eastern Time (9:00 A.M. Central Time). The dial-in number for the conference call is (888) 349-0115 or (412) 317-5143 for international callers and (855) 669-9657 for Canadian callers. Please ask to be joined to the Care Capital Properties, Inc. call. The call will also be webcast live and can be accessed at CCP’s website at www.carecapitalproperties.com. A replay of the call will be available at CCP’s website, or by calling (877) 344-7529 or (412) 317-0088 for international callers and (855) 669-9658 for Canadian callers, passcode 10099909, beginning on February 28, 2017 at approximately 2:00 P.M. Eastern Time and will remain available until March 28, 2017. 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. Supplemental information about Care Capital Properties, Inc. can be found on the Company’s website under the “Investors” section at: www.carecapitalproperties.com/investors/financial-information/documents. 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 REIT 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; and (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. Many of these factors are beyond the control of CCP and its management. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, CCP considers FFO and normalized FFO to be appropriate measures of operating performance of an equity REIT. In particular, CCP believes that normalized FFO is useful because it allows investors, analysts and CCP management to compare CCP’s operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions. NAREIT defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for joint ventures. Adjustments for joint ventures will be calculated to reflect FFO on the same basis. CCP defines normalized FFO as FFO excluding items which may be nonrecurring or recurring in nature but not consistent in amounts. FFO and normalized FFO presented herein may not be comparable to similar measures presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO and normalized FFO should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of CCP’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of CCP’s liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of CCP’s needs. CCP believes that in order to facilitate a clear understanding of the consolidated historical operating results of CCP, FFO and normalized FFO should be examined in conjunction with net income attributable to CCP as presented elsewhere herein. The following information considers the effect on net income of CCP’s investments and dispositions that were completed during the year ended December 31, 2016, as if the transactions had been consummated as of the beginning of the period. The following table illustrates net debt to adjusted earnings before interest, taxes, depreciation and amortization, as well as adjustments for items which may be nonrecurring or recurring in nature but not consistent in amounts (“Adjusted EBITDA”) (dollars in thousands):


Korsbek L.,Care Capital
Psychiatric Rehabilitation Journal | Year: 2013

Topic: This account reflects on the topic of illness insight and recovery. Purpose: The purpose of the account is to clarify our understanding about the importance of illness insight in peoples' recovery process, especially when relating the question of illness insight to the question of identity. Sources Used: The writing is based on research literature related to illness insight and on personal recovery experiences. Conclusions and Implications for Practice: It is helpful to consider the integration of the issue of illness insight when addressing the questions and consequences of diagnosis, and to assist individuals to work through the false analogy between illness and identity while supporting the transformation from patient to person. It is also necessary for clinicians to develop a clear understanding of peoples' actual needs and gain more knowledge about peoples' own views and experiences in relation to the importance of illness insight in the recovery process. © 2013 American Psychological Association.


NEW YORK--(BUSINESS WIRE)--Fitch Ratings has affirmed the ratings of Ventas, Inc. (NYSE: VTR) and its subsidiaries, including the company's Issuer Default Rating (IDR), at 'BBB+'. The Rating Outlook is Stable. A full list of rating actions follows at the end of this release. The affirmation, 'BBB+' rating and Stable Outlook reflect Ventas' diverse portfolio of healthcare properties, demonstrated and consistent access to multiple sources of capital, adequate liquidity and a deep management team. These strengths are tempered by leverage that has increased over the past few quarters and now persists closer to 6x than 5x as measured by debt less readily available cash to recurring operating EBITDA. Other credit concerns include the potential for higher volatility in operating cash flows through the cycle given the company's RIDEA (REIT Investment Diversification and Empowerment Act) structured investments and Fitch's broader concerns surrounding healthcare REITs' rapid growth. Fitch expects leverage will sustain around 6x unless VTR issues equity or engages in meaningful asset sales with the former currently less likely given the decline in VTR's share price to around $64 from a 52-week high of $81.93. Fitch estimates leverage could be as high as 6.3x for 1Q15 pro forma for the Ardent and Care Capital transactions (pro forma) and closer to 6x assuming some level of asset sales. Fitch expects VTR will manage to lower leverage levels; however, there could be negative momentum on the ratings and/or Outlook should leverage sustain at / or above 6x over 12 to 24 months. As an alternative to issuing equity, Ventas could also reduce leverage by selling assets and repaying debt. Counterintuitively, weakness in healthcare REIT share prices could incentivize Ventas and its peers to engage in more meaningful portfolio recycling than they historically have done, thereby improving portfolio quality should weaker assets be sold. Fitch assumes cash flow growth will remain steady through 2017 (2% triple net revenue, 3.5% same-store net operating income [SSNOI] growth for seniors housing operating assets and 3% SSNOI growth for medical office buildings) resulting in fixed-charge coverage in the low 4x range, which is strong for the rating. Nonetheless, Fitch assumes RIDEA portfolios (including VTR's) have the potential for higher volatility through-the-cycle than other owned property types and notes that the strong 2010-2014 performance was achieved during a period of strong fundamentals. Fitch defines fixed-charge coverage as recurring operating EBITDA less straight-line rent and recurring maintenance capital expenditures to total interest. A key driver of Ventas' ratings is its strong access to capital. Ventas has consistently demonstrated access to the public unsecured bond markets in the U.S. and Canada including a 30-year note issuance. Ventas' access to capital is supplemented by its bank lending group which provides a $2 billion unsecured revolving credit facility and $1.9 billion of term loans (assuming VTR closes the five-year $900 million term loan disclosed in the most recent filings). While equity issuance has been modest given VTR's size ($527 million in 2014 and 1Q15 vs. the $21 billion market capitalization), VTR has used shares as a consideration for deals (i.e. the 29.5 million shares and units, or almost $1.9 billion on today's share price, issued in the ARC Healthcare (NASDAQ: HCT) transaction). Fitch projects VTR's sources of liquidity cover its uses by 1x for the period April 1, 2015 through Dec. 31, 2016 before the term loan is finalized and 1.3x once entered into. Fitch defines sources as readily available cash, availability under the revolving credit facility and retained cash flow from operations after dividends pro forma for the sale of the Ardent OpCo and the pending dividend from Care Capital Properties and uses as debt maturities, the purchase of Ardent, maintenance capital expenditures and development expenditures. Moreover, Ventas' dividend payout ratio enables the company to retain material amounts of operating cash flow. In 1Q15, Ventas' 72% payout ratio (cash distributions to normalized funds available for distribution) resulted in $101 million of retained cash or $404 million on an annualized basis. Fitch estimates VTR retained $325 million in 2014 and $289 million in 2013. VTR's unencumbered asset pool provides adequate contingent liquidity to its unsecured debt at 2.0x assuming a stressed 8.5% capitalization rate. On the margin, the portfolio is slightly more leverageable pro forma given the increased contribution from seniors housing, offset in part by the addition of hospitals to the unencumbered pool which have limited leveragability. Fitch's key assumptions within the rating case for VTR include: --2% triple net revenue growth, 3.5% same store NOI growth on seniors housing operating assets, and 3% same-store NOI growth in medical office buildings through 2017; --The SNF spin-off and Ardent transactions close in 3Q2015; --$2 billion in annual acquisitions in 2016-2017 funded with 50% equity and 50% debt; --Debt repayment with the issuance of new unsecured bonds; The following factors may result in positive momentum on the ratings and/or Outlook: --Fitch's expectation of leverage sustaining below 4.5x (pro forma leverage is 6.3x); --Fitch's expectation of fixed-charge coverage sustaining above 4.0x (pro forma fixed charge coverage is 3.8x); --Fitch's expectation of unencumbered asset coverage of unsecured debt (UA/UD) at a stressed 8.5% capitalization rate sustaining above 4.0x (pro forma UA/UD is 2.0x). The following factors may result in negative momentum on the ratings and/or Outlook: --Increased cash flow volatility through the cycle due to heightened RIDEA exposure and/or material increase in RIDEA exposure; Fitch has affirmed the following ratings: Effective July 14, 2015, Fitch has assigned a 'BBB+' rating to the $500 million 4.125% senior unsecured notes due 2026 issued by Ventas Realty Limited Partnership. The notes were priced at 99.218% implying a 192 basis point spread to the benchmark treasury. Fitch has affirmed and withdrawn the following ratings as they are no longer relevant to the agency's coverage following the note redemption in May 2015: Additional information is available on www.fitchratings.com Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 28 May 2014) Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis (pub. 25 Nov 2014) ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.


CHICAGO--(BUSINESS WIRE)--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced the filing of an initial Form 10 Registration Statement with the Securities and Exchange Commission (“SEC”) in connection with its previously announced plan to spin off most of its post-acute/skilled nursing facility (“SNF”) portfolio into an independent, publicly traded REIT. The new public company will be named Care Capital Properties, Inc. (“CCP”). “The filing of the Form 10 is an important step towards successfully completing the strategic, value creating spin-off of our SNF portfolio,” said Ventas Chairman and Chief Executive Officer Debra A. Cafaro. “With this transaction, we will create two focused companies with distinct strategies. CCP will be well positioned as an independent, pure-play SNF REIT with significant external growth opportunities. Ventas will improve its industry leading contribution from private pay net operating income, its relationship with top 20 care providers, and its growth rate, while maintaining its diversification, scale, strong balance sheet and superior dividend and cash flow growth as a top global REIT.” “The name Care Capital Properties captures our strategy of providing capital to local and regional post-acute care operators,” said CCP Chief Executive Officer Raymond J. Lewis. “We are pleased with the progress we are making on the spin-off and remain on track to complete the transaction in the second half of this year. We are working hard to position Care Capital Properties to capitalize on the attractive investment opportunities in the skilled nursing market.” Following its separation from Ventas, CCP will be a newly listed, publicly traded real estate investment trust that will own, acquire and lease skilled nursing facilities and other healthcare assets across the United States. CCP’s large, diversified portfolio will initially consist of 353 high-quality assets operated by 43 private regional and local care providers. It will benefit from an independent, experienced management team and strategy focused on attractive investment opportunities with regional and local operators in the fragmented skilled nursing market. With a strong balance sheet, equity currency and independent access to capital markets, CCP will drive growth and create value through acquisitions and active asset management, including redevelopment. The Form 10 filing provides information related to the transaction and CCP’s strategies, operations, and historical financial statements for fiscal years 2014, 2013 and 2012. As is customary, the initial Form 10 filing will be updated to provide additional information regarding other matters. Under the terms of the spin-off, Ventas stockholders are expected to receive one share of CCP common stock via a special distribution for every four shares of Ventas common stock they own. Following the distribution, Ventas’s stockholders will own shares in both Ventas and CCP. Importantly, the number of Ventas shares owned by each stockholder will not change as a result of the distribution. No vote of Ventas stockholders is required in connection with the separation and distribution. Ventas’s common stock will continue to trade on the New York Stock Exchange under the symbol “VTR.” The transaction is subject to certain conditions, including receipt of an opinion from tax counsel regarding the tax-free nature of the distribution, and final approval and declaration of the distribution by Ventas’s Board of Directors. The transaction is expected to be completed in the second half of 2015. A copy of the Form 10 Registration Statement is available on the investor page of the Company’s website: www.ventasreit.com/investor-relations. Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of more than 1,600 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, skilled nursing facilities, hospitals and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.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. Although Ventas believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: uncertainties as to the completion and timing of the spin-off; the failure to satisfy any conditions to complete the spin-off; the expected tax treatment of the spin-off; the inability to obtain certain third party consents required to transfer certain properties; and the impact of the spin-off on the businesses of Ventas and CCP. Other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements made in this press release are described in Ventas’s most recent Annual Report on Form 10-K filed with the SEC. Ventas assumes no obligation to update these statements except as is required by law. Click here to subscribe to Mobile Alerts for Ventas, Inc.


CAMBRIDGE, Mass.--(BUSINESS WIRE)--Acceleron Pharma Inc. (NASDAQ:XLRN), a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutic candidates that regulate cellular growth and repair, today announced the appointment of Francois Nader, M.D., M.B.A, as the Chairman of its Board of Directors. Dr. Nader joined the Acceleron Board in December 2014. “We are very pleased to appoint Dr. Nader as Chairman. His extensive background in drug development and his success in leading an organization through late stage development into global commercialization in rare diseases will be an important asset for Acceleron as we enter this exciting stage of corporate growth,” said John Knopf, Ph.D., Chief Executive Officer of Acceleron. Dr. Nader is a 30-year veteran of the healthcare industry. Dr. Nader served as President, Chief Executive Officer and Director of NPS Pharma through the recent acquisition of NPS by Shire. During his tenure, Dr. Nader transformed NPS Pharma into a leading global rare disease company. He joined NPS Pharma in 2006 as chief medical and commercial officer and was promoted to chief operating officer in 2007. Previously, he was a venture partner at Care Capital. Dr. Nader served on the North America Leadership Team of Aventis and its predecessor companies and held a number of executive positions including senior vice-president, integrated healthcare markets and North America medical and regulatory affairs. Prior to that, Dr. Nader led the global commercial operations at the Pasteur Vaccines division of Rhone-Poulenc. Dr. Nader currently serves as immediate past chairman of the Board of Trustees for BioNJ, New Jersey’s trade organization representing the biotechnology industry. He is also a Board member of the New Jersey Chamber of Commerce, Trevena, Inc. (TRVN) and Clementia Pharmaceuticals. Dr. Nader earned his French Doctorate in Medicine from St. Joseph University (Lebanon) and his Physician Executive MBA from the University of Tennessee. Acceleron is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. The company is a leader in understanding the biology of the Transforming Growth Factor-Beta (TGF-β) protein superfamily, a large and diverse group of molecules that are key regulators in the growth and repair of tissues throughout the human body, and in targeting these pathways to develop important new medicines. Acceleron has built a highly productive R&D platform that has generated innovative clinical and preclinical protein therapeutic candidates with novel mechanisms of action. These protein therapeutic candidates have the potential to significantly improve clinical outcomes for patients with cancer and rare diseases. For more information, please visit www.acceleronpharma.com.

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