Amendment No. 1 to the Underwriting Agreement, dated September 30, 2021, by and among Sabra Health Care REIT, Inc., Sabra Health Care Limited Partnership, and Wells Fargo Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
Exhibit 1.1
EXECUTION VERSION
Sabra Health Care REIT, Inc.
Sabra Health Care Limited Partnership
$800,000,000 3.200% Senior Notes due 2031
AMENDMENT NO. 1 TO THE UNDERWRITING AGREEMENT
September 30, 2021
Wells Fargo Securities, LLC
BofA Securities, Inc.
Credit Agricole Securities (USA) Inc.
J.P. Morgan Securities LLC
As Representatives of the several Underwriters
named in Schedule A to the
Underwriting Agreement (as defined below)
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement (the Underwriting Agreement), dated as of September 21, 2021, among Sabra Health Care REIT, Inc., a Maryland corporation (the Company), Sabra Health Care Limited Partnership, a Delaware limited partnership (the Issuer) and Wells Fargo Securities, LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives (collectively, the Representatives) of the Underwriters named in Schedule A thereto (the Underwriters). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Underwriting Agreement.
The parties hereto hereby agree as follows:
1. | The Underwriting Agreement shall be amended by replacing The Notes will be issued pursuant to an indenture dated as of May 23, 2013 (the Base Indenture), as supplemented by a tenth supplemental indenture, to be dated as of the Closing Date (as defined below) (the Tenth Supplemental Indenture and together with the Base Indenture, the Indenture), among the Issuer, the Company and Wells Fargo Bank, N.A., as trustee (the Trustee) in the second paragraph thereof with The Notes will be issued pursuant to an indenture to be dated as of the Closing Date (as defined below) (the Base Indenture), as supplemented by a first supplemental |
indenture, to be dated as of the Closing Date (the First Supplemental Indenture and together with the Base Indenture, the Indenture), among the Issuer, the Company and Wells Fargo Bank, N.A., as trustee (the Trustee). |
2. | The Underwriting Agreement shall be amended by replacing Tenth Supplemental Indenture in Section 1(f) thereof with First Supplemental Indenture. |
3. | The Underwriting Agreement shall be amended by replacing pursuant to Section 11.1 of the 2024 Notes Indenture (as defined below), by the Issuer to redeem all of the Issuers outstanding 4.80% Senior Notes due 2024 (the 2024 Notes), issued under the Base Indenture, as supplemented by an eighth supplemental indenture dated as of May 29, 2019 (together with the Base Indenture, the 2024 Notes Indenture) in Section 6(k) thereof with pursuant to Section 11.1 of the 2024 Notes Indenture (as defined below), by the Issuer to redeem all of the Issuers outstanding 4.80% Senior Notes due 2024 (the 2024 Notes), issued under a base indenture dated May 23, 2013, as supplemented by an eighth supplemental indenture dated as of May 29, 2019 (such base indenture, as so supplemented, the 2024 Notes Indenture). |
4. | Except as specifically set forth herein, the provisions of the Underwriting Agreement and the Schedules and Annex attached thereto remain in full force and effect. This letter agreement shall not constitute an amendment or waiver of any provision of the Underwriting Agreement and shall not be construed as a waiver or consent to any further or future action on the part of the parties hereto, except to the extent expressly set forth herein. |
5. | This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement, shall be governed by and construed in accordance with the laws of the State of New York. |
6. | This letter agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
[Signature pages follow]
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours, | ||||
SABRA HEALTH CARE REIT, INC. in its individual capacity and as the Guarantor | ||||
By: | /s/ Harold W. Andrews, Jr. | |||
Name: | Harold W. Andrews, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer and Secretary |
SABRA HEALTH CARE LIMITED PARTNERSHIP | ||||
By: Sabra Health Care REIT, Inc., its General Partner | ||||
By: | /s/ Harold W. Andrews, Jr. | |||
Name: | Harold W. Andrews, Jr. | |||
Title: | Executive Vice President, Chief Financial Officer and Secretary |
[Signature Page to Amendment No. 1 to the Underwriting Agreement]
The foregoing agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written.
WELLS FARGO SECURITIES, LLC
BOFA SECURITIES, INC.
CREDIT AGRICOLE SECURITIES (USA) INC.
J.P. MORGAN SECURITIES LLC
Acting as Representatives of the several Underwriters
named in Schedule A to the
Underwriting Agreement
Wells Fargo Securities, LLC | ||||
By: | /s/ Carolyn Hurley | |||
Name: | Carolyn Hurley | |||
Title: | Managing Director | |||
BofA Securities, Inc. | ||||
By: | /s/ Douglas Muller | |||
Name: | Douglas Muller | |||
Title: | Managing Director | |||
Credit Agricole Securities (USA) Inc. | ||||
By: | /s/ Ivan Hrazdira | |||
Name: | Ivan Hrazdira | |||
Title: | Managing Director | |||
J.P. Morgan Securities LLC | ||||
By: | /s/ Som Bhattacharyya | |||
Name: | Som Bhattacharyya | |||
Title: | Executive Director |
[Signature Page to Amendment No. 1 to the Underwriting Agreement]