8-K

SABRA HEALTH CARE REIT, INC.

Date: November 10, 2022

/S/ MICHAEL COSTA

Michael Costa

Chief Financial Officer, Secretary and Executive Vice President

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

Date of Report (Date of earliest event reported): November 9, 2022

SABRA HEALTH CARE REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-34950

27-2560479

(State of
Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


18500 Von Karman Avenue	Suite 550	Irvine	CA	92612
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number including area code: (888) 393-8248

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	SBRA	The Nasdaq Stock Market LLC

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 ☐

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. ☐

Item 1.02

Termination of a Material Definitive Agreement.

On November 9, 2022, Sabra Health Care REIT, Inc. (“Sabra”) terminated that certain equity distribution agreement entered into on August 6, 2021 among Sabra and the sales agents and forward purchasers party thereto (the “Distribution Agreement”). The Distribution Agreement provided for the issuance and sale from time to time of shares of Sabra’s common stock having an aggregate gross sales price of up to $500.0 million (i) by Sabra through a consortium of banks acting as sales agents or directly to the banks acting as principals or (ii) by a consortium of banks acting as forward sellers on behalf of any forward purchasers or their affiliates pursuant to a forward sale agreement (the “ATM Program”). The issuance and sale of shares of Sabra’s common stock under the ATM Program terminated upon termination of the Distribution Agreement. At the time of the termination, there were $475.0 million of unsold shares under the ATM Program and no forward agreements that Sabra entered into in connection with the Distribution Agreement remained outstanding.