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Press release from GlobeNewswire (a Nasdaq OMX company)

Sabra Health Care REIT, Inc. Announces Pricing of $350 Million Senior Notes Offering by Certain of Its Subsidiaries

Wednesday, January 08, 2014

Sabra Health Care REIT, Inc. Announces Pricing of $350 Million Senior Notes Offering by Certain of Its Subsidiaries

13:36 EST Wednesday, January 08, 2014

IRVINE, Calif., Jan. 8, 2014 (GLOBE NEWSWIRE) -- Sabra Health Care REIT, Inc. ("Sabra") (Nasdaq:SBRA) today announced that certain subsidiaries of Sabra (the "Issuers") have priced and entered into an agreement to issue and sell, subject to certain conditions, $350 million aggregate principal amount of 5.5% senior notes due 2021 (the "Notes") pursuant to an effective registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on May 20, 2013 under the Securities Act of 1933, as amended. Sabra expects to close the offering on January 23, 2014, subject to the satisfaction of customary market and other closing conditions.

The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Sabra and certain of Sabra's other existing and, subject to certain exceptions, future subsidiaries. Sabra intends to use a portion of the net proceeds from the offering to fund the pending tender offer of the Issuers to purchase any and all of their outstanding 8.125% senior notes due 2018 (the "Existing 2018 Notes") and related consent solicitation. In the event that all of the Existing 2018 Notes are not tendered in the tender offer or the Issuers do not consummate the tender offer, Sabra currently intends (but is not obligated) to use the net proceeds from the offering to redeem any and all Existing 2018 Notes that remain outstanding. Sabra intends to apply the remainder of the net proceeds of the offering to repay a portion of its borrowings outstanding under its revolving credit facility.

In connection with the offering, BofA Merrill Lynch, Barclays, Citigroup Global Markets Inc., and RBS Securities Inc. are acting as joint book-running managers. Credit Agricole CIB, Raymond James & Associates, Inc., and Stifel, Nicolaus & Company, Incorporated are acting as co-managers. You may obtain a copy of the prospectus supplement and the related prospectus for free by visiting EDGAR on the SEC website at www.sec.gov, or by contacting:

  • BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attn: Prospectus Department or by e-mail at dg.prospectus_requests@baml.com;
     
  • Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling 888-603-5847;
     
  • Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling 800-831-9146;
     
  • RBS Securities Inc., 600 Washington Blvd., Stamford, Connecticut 06901, Attn: Debt Capital Markets Syndicate, or by calling 866-884-2071;
     
  • Credit Agricole CIB, 1301 Avenue of the Americas, New York, New York 10019, or by calling 866-807-6030;
     
  • Raymond James & Associates, 880 Carillon Parkway, St. Petersburg, Florida 33716, or by calling 800-248-8863; or
     
  • Stifel, Nicolaus & Company, Incorporated, 501 N. Broadway, St. Louis, Missouri 63102, or by calling 855-300-7136.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful. Any offer of the Notes will be made solely by means of the prospectus included in the registration statement and the prospectus supplement relating to the offering.

Forward-Looking Statements

Statements made in this release that are not historical facts are "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as "anticipate," "believe," "plan," "estimate," "expect," "hope," "intend," "may" and similar expressions. Factors that could cause actual results to differ are identified in the public filings made by Sabra with the Securities and Exchange Commission and include the ability to successfully complete the offering on satisfactory terms and conditions, which may be impacted by, among other things, changes in general economic conditions and volatility in financial and credit markets, as well as other risks and uncertainties, including those detailed from time to time in Sabra's Securities and Exchange Commission filings. More information on factors that could affect Sabra's business and financial results are included in Sabra's public filings made with the Securities and Exchange Commission, including Sabra's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Sabra's control. Sabra cautions investors that any forward-looking statements made by Sabra are not guarantees of future performance and are only made as of the date of this release. Sabra disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

CONTACT: Investor & Media Inquiries: (949) 679-0410

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