Attached files

file filename
EX-32.2 - EX-32.2 - Care Capital Properties, Inc.a17-12940_1ex32d2.htm
EX-32.1 - EX-32.1 - Care Capital Properties, Inc.a17-12940_1ex32d1.htm
EX-31.2 - EX-31.2 - Care Capital Properties, Inc.a17-12940_1ex31d2.htm
EX-31.1 - EX-31.1 - Care Capital Properties, Inc.a17-12940_1ex31d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q/A

(Amendment No. 1)

 


 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM        TO        

 

Commission file number: 001-37356

 


 

Care Capital Properties, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

 

37-1781195

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

191 North Wacker Drive, Suite 1200
Chicago, Illinois

(Address of Principal Executive Offices)

 

60606

(Zip Code)

 

(312) 881-4700

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

 

 

(Do not check if a
smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class of Common Stock:

 

Outstanding at May 5, 2017:

Common Stock, $0.01 par value

 

84,049,657

 

 

 



 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to Care Capital Properties, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on May 10, 2017 (the “Original Filing”), is to file revised Section 906 certifications (Exhibits 32.1 and 32.2), as Exhibits 32.1 and 32.2 to the Original Filing inadvertently referenced the period ended September 30, 2016.  These certifications have been revised to correctly refer to the period ended March 31, 2017.  This Amendment No. 1 does not reflect events or transactions occurring after the date of the Original Filing or modify or update those disclosures that may have been affected by events or transactions occurring subsequent to such filing date, and, except as described above, all information included in the Original Filing remains unchanged.

 

ITEM 6. EXHIBITS

 

Exhibit
Number

 

Description of Document

 

Location of Document

2.1

 

Purchase and Sale Agreement dated as of April 10, 2017 among California Life Properties, LLC, California Mental Health Care Network-San Diego, LLC, Vista Life Properties, LLC, Illinois Life Properties, LLC, Nevada Life Properties, LLC, and Arizona Life Properties, LLC, as Seller, and CCP Lakeshore 4000 LLC, CCP Glendale 4001 LLC, CCP Tempe 4002 LLC, CCP Covina 4003 LP, CCP Ventura 4004 LP, and CCP San Diego 4005 LP, as Buyer.

 

Incorporated by reference to Exhibit
2.1 to our Current Report on Form 8- K, filed on April 12, 2017.

 

 

 

 

 

2.2

 

Agreement and Plan of Merger, dated as of May 7, 2017, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, PR Sub, LLC, Care Capital Properties, Inc. and Care Capital Properties, LP (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request).

 

Incorporated by reference to Exhibit
2.1 to our Current Report on Form 8- K, filed on May 8, 2017.

 

 

 

 

 

12.1

 

Statement Regarding Computation of Ratio of Earnings to Fixed Charges.

 

Previously filed.

 

 

 

 

 

31.1

 

Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

 

Filed herewith.

 

 

 

 

 

31.2

 

Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

 

Filed herewith.

 

 

 

 

 

32.1

 

Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

 

Filed herewith.

 

 

 

 

 

32.2

 

Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

 

Filed herewith.

 

 

 

 

 

101

 

Interactive Data File.

 

Previously filed.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 11, 2017

 

 

CARE CAPITAL PROPERTIES, INC.

 

 

 

 

By:

/s/ Raymond J. Lewis

 

 

Raymond J. Lewis

 

 

 

Chief Executive Officer

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Document

 

Location of Document

2.1

 

Purchase and Sale Agreement dated as of April 10, 2017 among California Life Properties, LLC, California Mental Health Care Network-San Diego, LLC, Vista Life Properties, LLC, Illinois Life Properties, LLC, Nevada Life Properties, LLC, and Arizona Life Properties, LLC, as Seller, and CCP Lakeshore 4000 LLC, CCP Glendale 4001 LLC, CCP Tempe 4002 LLC, CCP Covina 4003 LP, CCP Ventura 4004 LP, and CCP San Diego 4005 LP, as Buyer.

 

Incorporated by reference to Exhibit
2.1 to our Current Report on Form 8- K, filed on April 12, 2017.

 

 

 

 

 

2.2

 

Agreement and Plan of Merger, dated as of May 7, 2017, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, PR Sub, LLC, Care Capital Properties, Inc. and Care Capital Properties, LP (the schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K; a copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request).

 

Incorporated by reference to Exhibit
2.1 to our Current Report on Form 8- K, filed on May 8, 2017.

 

 

 

 

 

12.1

 

Statement Regarding Computation of Ratio of Earnings to Fixed Charges.

 

Previously filed.

 

 

 

 

 

31.1

 

Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

 

Filed herewith.

 

 

 

 

 

31.2

 

Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

 

Filed herewith.

 

 

 

 

 

32.1

 

Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

 

Filed herewith.

 

 

 

 

 

32.2

 

Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

 

Filed herewith.

 

 

 

 

 

101

 

Interactive Data File.

 

Previously filed.

 

4