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Sabra Health Care REIT, Inc. Announces Cash Tender Offer By Certain Of Its Subsidiaries For Any And All Of Their Outstanding 8.125% Senior Notes Due 2018

Stocks in this article: SBRA

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 commenced a cash tender offer (the "Offer") to purchase any and all of their outstanding $211,250,000 aggregate principal amount of 8.125% Senior Notes due 2018 (the "Notes"). In connection with the Offer, the Issuers are soliciting consents ("Consent Solicitation") from holders of the Notes (the "Holders") to proposed amendments that would eliminate substantially all of the restrictive covenants and certain events of default provisions contained in the indenture governing the Notes (as supplemented, the "Indenture").

The Offer is scheduled to expire at 11:59 p.m., New York City time, on February 5, 2014, unless extended by the Issuers ("Expiration Time"). Holders who tender their Notes and concurrently provide their consents to the proposed amendments to the Indenture before 5:00 p.m., New York City time, on January 22, 2014, unless extended by the Issuers (the "Consent Expiration"), will be eligible to receive the Total Consideration (defined below). Holders who have validly tendered their Notes prior to the Consent Expiration and whose Notes have been accepted for purchase will be eligible to receive payment on the initial settlement date, which is expected to be as early as January 23, 2014. Holders who tender their Notes after the Consent Expiration and prior to the Expiration Time will be eligible to receive the Tender Offer Consideration (defined below) on the final settlement date, which is expected to be February 6, 2014.

Tenders of Notes may be withdrawn and consents may be revoked at any time prior to 5:00 p.m., New York City time, on January 22, 2014, unless extended by the Issuers (the "Withdrawal Deadline"), but generally not afterwards, unless required by law.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline is $1,098.37, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the Tender Offer Consideration, which is $1,068.37 for each $1,000 principal amount of Notes, and does not include a consent payment. Holders whose Notes are purchased in the Offer will also receive accrued and unpaid interest from the most recent interest payment date for the Notes up to, but not including, the applicable payment date.

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