IRVINE, CA—Sabra Health Care REIT (SBRA) and Care Capital Properties Inc. (CCP) said Thursday they had completed their $7.4-billion merger, first announced this past May. Shareholders in both REITs approved the transaction earlier this week. The combined company will be led by current Sabra CEO Rick Matros from its Irvine, CA headquarters and will continue trading under the SBRA ticker on Nasdaq.
“With our enhanced financial strength and access to capital, we expect to continue to diversify our portfolio by tenant and facility type,” Matros says. “Further, we expect the merger's significant cash flow accretion will provide the potential for a meaningful near-term dividend increase and enhance value for our shareholders. We look forward to welcoming our new colleagues to the Sabra team as we build an even stronger company.”
The combined company's portfolio runs to more than 550 assets in the skilled nursing, senior housing and hospital sectors across the US and Canada. SBRA's NOI concentration among its top five tenants is decreasing from a pre-merger 69% to 42%, with no tenant accounting for more than 11% of total NOI.
Post-merger, the SBRA board is expanding from five members to eight. Former CCP CEO Ray Lewis and former CCP directors Ronald Geary and Jeffrey Malehorn are joining the expanded board. “The completion of this transaction represents an opportunity to continue to optimize the CCP portfolio to compete and win in the healthcare real estate market,” says Lewis.
The merger was not without its detractors. Investors Hudson Bay Capital Management and Eminence Capital, each with a 3.9% position in SBRA common stock, argued against the combination, with Hudson Bay calling the merger “a disastrous proposition” in a July 24 open letter to SBRA shareholders. Proxy advisory firm Institutional Shareholder Services Inc. did not recommend the SBRA/CCP combination, although Glass-Lewis & Co. and Egan-Jones Proxy Services both endorsed it.
IRVINE, CA—Sabra
“With our enhanced financial strength and access to capital, we expect to continue to diversify our portfolio by tenant and facility type,” Matros says. “Further, we expect the merger's significant cash flow accretion will provide the potential for a meaningful near-term dividend increase and enhance value for our shareholders. We look forward to welcoming our new colleagues to the Sabra team as we build an even stronger company.”
The combined company's portfolio runs to more than 550 assets in the skilled nursing, senior housing and hospital sectors across the US and Canada. SBRA's NOI concentration among its top five tenants is decreasing from a pre-merger 69% to 42%, with no tenant accounting for more than 11% of total NOI.
Post-merger, the SBRA board is expanding from five members to eight. Former CCP CEO Ray
The merger was not without its detractors. Investors Hudson Bay Capital Management and Eminence Capital, each with a 3.9% position in SBRA common stock, argued against the combination, with Hudson Bay calling the merger “a disastrous proposition” in a July 24 open letter to SBRA shareholders. Proxy advisory firm Institutional Shareholder Services Inc. did not recommend the SBRA/CCP combination, although Glass-Lewis & Co. and Egan-Jones Proxy Services both endorsed it.
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