8-K

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): May 2, 2018

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:

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 7.01 Regulation FD Disclosure.

On May 2, 2018, Sabra Health Care REIT, Inc. (the “Company”) issued a press release announcing the redemption of preferred shares set forth under Item 8.01 of this Current Report on Form 8-K. The Company hereby furnishes the information set forth in the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of Sabra under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01 Other Events.

On May 2, 2018, the Company announced that it will redeem all 5,750,000 outstanding shares of its 7.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) (CUSIP: 78573L205) on June 1, 2018 (the “Redemption Date”) at a redemption price of $25.00 per share, plus any accrued and unpaid dividends to, but not including, the Redemption Date, without interest, in the amount of $0.4453125 per share of Series A Preferred Stock, for a total redemption price per share of Series A Preferred Stock equal to $25.4453125.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits.
Exhibit Number	Description
99.1	Press Release, dated May 2, 2018.

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.

SABRA HEALTH CARE REIT, INC.
/S/    Harold W. Andrews, Jr.
Name:	Harold W. Andrews, Jr.
Title:	Executive Vice President, Chief Financial Officer and Secretary

Dated: May 2, 2018

EX-99.1

FOR IMMEDIATE RELEASE

Sabra Health Care REIT, Inc. Announces Redemption of All Outstanding Shares of 7.125% Series A Cumulative Redeemable Preferred Stock

IRVINE, Calif., May 2, 2018 (GLOBE NEWSWIRE) - Sabra Health Care REIT, Inc. (Nasdaq: SBRA) (Nasdaq: SBRAP) (the “Company”) announced today that it will redeem all 5,750,000 outstanding shares of its 7.125% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) (CUSIP: 78573L205) on June 1, 2018 (the “Redemption Date”). The shares of Series A Preferred Stock will be redeemed at a redemption price of $25.00 per share, plus any accrued and unpaid dividends to, but not including, the Redemption Date, without interest, in the amount of $0.4453125 per share of Series A Preferred Stock, for a total redemption price per share of Series A Preferred Stock equal to $25.4453125 (the “Redemption Price”).

Dividends will cease to accrue on the shares of the Series A Preferred Stock on the day before the Redemption Date, and from and after the Redemption Date, such shares shall no longer be outstanding and all rights of the holders of such shares will terminate, except the right to receive payment of the Redemption Price.

The Company expects to fund the aggregate Redemption Price of $146.3 million with proceeds from the pending sales of certain of the Company’s previously announced dispositions or from borrowings under its revolving credit facility.

The notice of redemption was sent today to the Depository Trust Company as the sole holder of record of the shares of Series A Preferred Stock. Trading of the shares of Series A Preferred Stock on the Nasdaq Stock Market will cease after the Redemption Date. Questions relating to the notice of redemption and the related materials should be directed to the redemption agent, American Stock Transfer & Trust Company, LLC, at 6201 15th Avenue, Brooklyn, New York 11219, Attention: Reorganization Department, telephone 800-937-5449.

About Sabra

Sabra Health Care REIT, Inc. (Nasdaq: SBRA) (Nasdaq: SBRAP), a Maryland corporation, operates as a self-administered, self-managed real estate investment trust (a "REIT") that, through its subsidiaries, owns and invests in real estate serving the healthcare industry throughout the United States and Canada.

Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include general economic conditions and the ability of the Company to complete the redemption of the Series A Preferred Stock. Some of these risks, and other risks, are described from time to time in the Company’s Securities and Exchange Commission filings.

CONTACT:

Investor & Media Inquiries: 1-888-393-8248 or investorinquiries@sabrahealth.com

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