UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

January 16, 2018

Date of Report (Date of earliest event reported)

 

QUALITY CARE PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-37805

 

81-2898967

(State of Incorporation)

 

(Commission File Number)

 

(IRS Employer

 

 

 

 

Identification Number)

 

7315 Wisconsin Avenue, Suite 550 East

Bethesda, MD  20814

(Address of principal executive offices) (Zip Code)

 

(240)  223-4680

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company 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

 

 

 



 

Item 8.01.  Other Events.

 

Pursuant to the terms of the previously disclosed Forbearance Agreement and Amendment to Master Lease and Security Agreement, dated as of December 22, 2017, by and among Quality Care Properties, Inc. (“QCP” or the “Company”), certain of its subsidiaries, HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company’s principal tenant (together with HCR ManorCare, Inc., “HCR ManorCare”), QCP has extended the deadline for HCR ManorCare’s response to QCP’s receivership complaint to January 26, 2018, subject to court approval.  As previously announced, on August 17, 2017, QCP filed a complaint against HCR ManorCare seeking the appointment of an independent receiver for QCP’s skilled nursing and assisted living/memory care facilities.  QCP and HCR ManorCare continue discussions regarding a potential comprehensive restructuring of the economic relationship between the parties.

 

For additional information regarding the risks to QCP associated with HCR ManorCare, see “Risk Factors” included in QCP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended, which is available on QCP’s website at www.qcpcorp.com and at www.sec.gov.

 

Safe Harbor Statement

 

Certain statements in this document that are not historical statements of fact may be deemed “forward-looking statements.”  The Company intends to have its forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with those provisions.  Forward-looking statements include, among other things, statements regarding our or HCR ManorCare’s intent, belief or expectations.  In particular we note the statement regarding our discussions with HCR ManorCare is a forward-looking statement.  No assurance can be given that we will reach agreement with HCR ManorCare as a result of discussions or that the terms of any such agreement will be favorable to QCP.  Forward-looking statements speak only as of the date of this Current Report on Form 8-K.  Except as may be required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any statement is based.

 

2



 

SIGNATURES

 

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

 

Date:  January 18, 2018

 

 

Quality Care Properties, Inc.

 

 

 

 

By:

/s/ C. Marc Richards

 

 

Name:

C. Marc Richards

 

 

Title:

Chief Financial Officer

 

3