Sabra Health Care and Care Capital Properties to Combine in US$7.4 Billion Transaction

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 combined company is expected to have a pro forma total market capitalization of approximately US$7.4 billion and an equity market capitalization of approximately US$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.

O’Melveny represented Sabra Healthcare REIT Inc. with a team led by partner Andy Terner (picture), counsel Angola Russell, and associates Andrew Banks, Ashley Sun, and Brendan George. Partner Chris Del Rosso and associate Rebecca Cottrell advised on employee benefits; partner Shelly Heyduk and counsel Sarah Levesque on SEC; partner Greg Thorpe and counsel Misty Allen on real estate matters; counsel Bob Nicksin on environmental; and partner Andy Dolak on IP matters.

Fried Frank acted as tax and finance counsel to Sabra Health Care REIT with tax partners Robert Cassanos, Christopher Roman and corporate partners Stuart H. Gelfond and Joshua Thomas Coleman; tax associates Bryan Y. Lee and W. Reid Thompson and corporate associate Ezra Schneck.

 

Involved fees earner: Andor Terner – O’Melveny & Myers LLP; Angola Russell – O’Melveny & Myers LLP; Andrew Banks – O’Melveny & Myers LLP; Chris Del Rosso – O’Melveny & Myers LLP; Rebecca Cottrell – O’Melveny & Myers LLP; Shelly Heyduk – O’Melveny & Myers LLP; Sarah Levesque – O’Melveny & Myers LLP; Gregory Thorpe – O’Melveny & Myers LLP; Misty Allen – O’Melveny & Myers LLP; Bob Nicksin – O’Melveny & Myers LLP; Andrew Dolak – O’Melveny & Myers LLP; Robert Cassanos – Fried Frank Harris Shriver & Jacobson; Christopher Roman – Fried Frank Harris Shriver & Jacobson; Bryan Lee – Fried Frank Harris Shriver & Jacobson; Reid Thompson – Fried Frank Harris Shriver & Jacobson; Stuart Gelfond – Fried Frank Harris Shriver & Jacobson; Joshua Thomas Coleman – Fried Frank Harris Shriver & Jacobson; Ezra Schneck – Fried Frank Harris Shriver & Jacobson;

Law Firms: O’Melveny & Myers LLP; Fried Frank Harris Shriver & Jacobson;

Clients: Sabra Health Care Limited Partnership;

 

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Author: Ambrogio Visconti