Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - Care Capital Properties, Inc. | a17-8377_1ex31d1.htm |
| EX-99.1 - EX-99.1 - Care Capital Properties, Inc. | a17-8377_1ex99d1.htm |
| EX-32.2 - EX-32.2 - Care Capital Properties, Inc. | a17-8377_1ex32d2.htm |
| EX-32.1 - EX-32.1 - Care Capital Properties, Inc. | a17-8377_1ex32d1.htm |
| EX-31.2 - EX-31.2 - Care Capital Properties, Inc. | a17-8377_1ex31d2.htm |
| EX-23.2 - EX-23.2 - Care Capital Properties, Inc. | a17-8377_1ex23d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-37356
CARE CAPITAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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37-1781195 |
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191 N. Wacker Dr., Suite 1200, Chicago, Illinois |
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60606 |
(312) 881-4700
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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Common Stock, par value $0.01 per share |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of shares of the Registrant’s common stock held by non-affiliates of the Registrant, computed by reference to the closing price of the common stock as reported on the New York Stock Exchange as of June 30, 2016, was $2.2 billion. For purposes of the foregoing calculation only, all directors, executive officers and 10% beneficial owners of the Registrant have been deemed affiliates.
As of February 24, 2017, 84,053,581 shares of the Registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its 2017 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 to Care Capital Properties, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (“SEC”) on March 1, 2017 (the “Original Filing”), is being filed solely to include as Exhibit 99.1 the audited financial statements of Senior Care Centers, LLC (“SCC”) as of December 31, 2016 and 2015 and for the years ended December 2016, 2015 and 2014 that were excluded from the timely filed Original Filing, as provided for in accordance with Section 2340 of the SEC’s Financial Reporting Manual and Rule 3-09 of Regulation S-X. SCC is a significant tenant to CCP and, as of December 31, 2016, leased more than 20% of CCP’s assets. This Amendment No. 1 does not reflect events or transactions occurring after the date of the Original Filing or modify or update those disclosures that may have been affected by events or transactions occurring subsequent to such filing date, and, except as described above, all information included in the Original Filing remains unchanged.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:
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Page |
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Management Report on Internal Control over Financial Reporting |
69 |
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Report of Independent Registered Public Accounting Firm |
70 |
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Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting |
71 |
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Combined Consolidated Balance Sheets as of December 31, 2016 and 2015 |
72 |
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Combined Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014 |
73 |
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Combined Consolidated Statements of Equity for the years ended December 31, 2016, 2015 and 2014 |
74 |
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Combined Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 |
75 |
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Notes to Combined Consolidated Financial Statements |
77 |
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Combined Consolidated Financial Statement Schedules |
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Schedule II—Valuation and Qualifying Accounts |
102 |
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Schedule III—Real Estate and Accumulated Depreciation |
103 |
All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the combined consolidated financial statements or notes thereto.
Exhibits
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Exhibit |
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Description of Document |
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Location of Document |
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2.1 |
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Separation and Distribution Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015. |
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3.1 |
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Amended and Restated Certificate of Incorporation of Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on August 21, 2015. |
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3.2 |
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Amended and Restated Bylaws of Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on August 21, 2015. |
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4.1 |
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Specimen common stock certificate. |
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Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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4.2 |
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Note Purchase Agreement, dated as of May 17, 2016, among Care Capital LP, the Company, Care Capital GP and the purchasers named therein. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 18, 2016. |
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Exhibit |
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Description of Document |
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Location of Document |
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4.3 |
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Indenture dated as of July 14, 2016 by and among Care Capital LP, as issuer, the Company and Care Capital GP, as guarantors, and Regions Bank, as trustee. |
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Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on July 15, 2016. |
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4.4 |
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Registration Rights Agreement dated as of July 14, 2016 among Care Capital LP, the Company, Care Capital GP and the initial purchasers named therein. |
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Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on July 15, 2016. |
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10.1 |
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Second Amended and Restated Agreement of Limited Partnership of Care Capital Properties, LP. |
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Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.2 |
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Transition Services Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.3 |
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Tax Matters Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.4 |
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Employee Matters Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.5 |
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Credit and Guaranty Agreement, dated as of August 17, 2015, by and among Care Capital Properties, LP, as Borrower, Care Capital Properties, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender. |
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Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.6 |
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Term Loan and Guaranty Agreement, dated as of January 29, 2016, by and among Care Capital Properties, LP, as Borrower, Care Capital Properties, Inc., as Guarantor, the Lenders identified therein, Capital One, National Association, as Administrative Agent, and MUFG Union Bank, N.A. and PNC Bank, as Co-Syndication Agents. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 2, 2016. |
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10.7 |
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Loan Agreement dated as of July 25, 2016 by and among Capital One, National Association, as administrative agent, co-lead arranger and book runner, Regions Capital Markets, as co-lead arranger, the lenders identified therein, and wholly owned subsidiaries of Care Capital LP listed on Exhibit B thereto, as borrowers. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 29, 2016. |
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10.8 |
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Guaranty of Payment and Performance dated July 25, 2016 by the Company and Care Capital LP for the benefit of Capital One, National Association, as administrative agent. |
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Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on July 29, 2016. |
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10.9 |
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Purchase Agreement, dated July 7, 2016, among the Company, Care Capital LP, Care Capital GP and the Initial Purchasers named therein. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 8, 2016. |
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10.10.1* |
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Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.10.2* |
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Form of Stock Option Agreement (Employee) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Previously filed. |
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Exhibit |
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Description of Document |
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Location of Document |
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10.10.3* |
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Form of Restricted Stock Agreement (Employee) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Previously filed. |
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10.10.4* |
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Form of Performance Restricted Stock Unit Agreement (Employee) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.7.4 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.10.5* |
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Form of Restricted Stock Agreement (Director) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.7.5 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.10.6* |
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Form of Restricted Stock Unit Agreement (Director) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.7.6 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.11.1* |
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Care Capital Properties, Inc. Non-Employee Directors Deferred Stock Compensation Plan. |
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Incorporated by reference to Exhibit 10.3.1 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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10.11.2* |
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Deferral Election Form under the Care Capital Properties, Inc. Non-Employee Directors Deferred Stock Compensation Plan. |
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Incorporated by reference to Exhibit 10.3.2 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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10.12* |
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Employment Agreement dated as of August 17, 2015 between Care Capital Properties, Inc. and Raymond J. Lewis. |
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Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.13* |
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Form of Employee Protection and Noncompetition Agreement dated as of August 17, 2015 between Care Capital Properties, Inc. and each of Timothy A. Doman, Lori B. Wittman and Kristen M. Benson. |
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Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.14* |
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Care Capital Properties, Inc. Employee and Director Stock Purchase Plan. |
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Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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21 |
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Subsidiaries of Care Capital Properties, Inc. |
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Previously filed. |
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23.1 |
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Consent of KPMG LLP. |
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Previously filed. |
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23.2 |
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Consent of BKD, LLP. |
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Filed herewith. |
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31.1 |
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Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
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Filed herewith. |
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31.2 |
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Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
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Filed herewith. |
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32.1 |
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Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
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Filed herewith. |
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32.2 |
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Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
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Filed herewith. |
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99.1 |
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Audited Consolidated Financial Statements of Senior Care Centers, LLC as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014. |
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Filed herewith. |
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101 |
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Interactive Data File. |
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Previously filed. |
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 17, 2017
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CARE CAPITAL PROPERTIES, INC. | |
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By: |
/s/ Raymond J. Lewis |
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Raymond J. Lewis |
EXHIBIT INDEX
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Exhibit |
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Description of Document |
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Location of Document |
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2.1 |
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Separation and Distribution Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015. |
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3.1 |
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Amended and Restated Certificate of Incorporation of Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on August 21, 2015. |
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3.2 |
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Amended and Restated Bylaws of Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K, filed on August 21, 2015. |
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4.1 |
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Specimen common stock certificate. |
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Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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4.2 |
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Note Purchase Agreement, dated as of May 17, 2016, among Care Capital LP, the Company, Care Capital GP and the purchasers named therein. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 18, 2016. |
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4.3 |
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Indenture dated as of July 14, 2016 by and among Care Capital LP, as issuer, the Company and Care Capital GP, as guarantors, and Regions Bank, as trustee. |
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Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on July 15, 2016. |
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4.4 |
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Registration Rights Agreement dated as of July 14, 2016 among Care Capital LP, the Company, Care Capital GP and the initial purchasers named therein. |
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Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on July 15, 2016. |
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10.1 |
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Second Amended and Restated Agreement of Limited Partnership of Care Capital Properties, LP. |
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Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.2 |
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Transition Services Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.3 |
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Tax Matters Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.4 |
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Employee Matters Agreement, dated as of August 17, 2015, by and between Ventas, Inc. and Care Capital Properties, Inc. |
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Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.5 |
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Credit and Guaranty Agreement, dated as of August 17, 2015, by and among Care Capital Properties, LP, as Borrower, Care Capital Properties, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender. |
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Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on August 21, 2015. |
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Exhibit |
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Description of Document |
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Location of Document |
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10.6 |
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Term Loan and Guaranty Agreement, dated as of January 29, 2016, by and among Care Capital Properties, LP, as Borrower, Care Capital Properties, Inc., as Guarantor, the Lenders identified therein, Capital One, National Association, as Administrative Agent, and MUFG Union Bank, N.A. and PNC Bank, as Co-Syndication Agents. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 2, 2016. |
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10.7 |
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Loan Agreement dated as of July 25, 2016 by and among Capital One, National Association, as administrative agent, co-lead arranger and book runner, Regions Capital Markets, as co-lead arranger, the lenders identified therein, and wholly owned subsidiaries of Care Capital LP listed on Exhibit B thereto, as borrowers. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 29, 2016. |
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10.8 |
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Guaranty of Payment and Performance dated July 25, 2016 by the Company and Care Capital LP for the benefit of Capital One, National Association, as administrative agent. |
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Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on July 29, 2016. |
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10.9 |
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Purchase Agreement, dated July 7, 2016, among the Company, Care Capital LP, Care Capital GP and the Initial Purchasers named therein. |
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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 8, 2016. |
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10.10.1* |
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Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.10.2* |
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Form of Stock Option Agreement (Employee) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Previously filed. |
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10.10.3* |
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Form of Restricted Stock Agreement (Employee) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Previously filed. |
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10.10.4* |
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Form of Performance Restricted Stock Unit Agreement (Employee) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.7.4 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.10.5* |
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Form of Restricted Stock Agreement (Director) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.7.5 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.10.6* |
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Form of Restricted Stock Unit Agreement (Director) under the Care Capital Properties, Inc. 2015 Incentive Plan. |
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Incorporated by reference to Exhibit 10.7.6 to our Annual Report on Form 10-K for the year ended December 31, 2015. |
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10.11.1* |
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Care Capital Properties, Inc. Non-Employee Directors Deferred Stock Compensation Plan. |
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Incorporated by reference to Exhibit 10.3.1 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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10.11.2* |
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Deferral Election Form under the Care Capital Properties, Inc. Non-Employee Directors Deferred Stock Compensation Plan. |
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Incorporated by reference to Exhibit 10.3.2 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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10.12* |
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Employment Agreement dated as of August 17, 2015 between Care Capital Properties, Inc. and Raymond J. Lewis. |
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Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed on August 21, 2015. |
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Exhibit |
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Description of Document |
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Location of Document |
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10.13* |
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Form of Employee Protection and Noncompetition Agreement dated as of August 17, 2015 between Care Capital Properties, Inc. and each of Timothy A. Doman, Lori B. Wittman and Kristen M. Benson. |
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Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed on August 21, 2015. |
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10.14* |
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Care Capital Properties, Inc. Employee and Director Stock Purchase Plan. |
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Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-8 filed on August 17, 2015 (File No. 333-206433). |
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21 |
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Subsidiaries of Care Capital Properties, Inc. |
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Previously filed. |
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23.1 |
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Consent of KPMG LLP. |
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Previously filed. |
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23.2 |
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Consent of BKD, LLP. |
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Filed herewith. |
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31.1 |
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Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
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Filed herewith. |
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31.2 |
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Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
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Filed herewith. |
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32.1 |
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Certification of Raymond J. Lewis, Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
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Filed herewith. |
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32.2 |
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Certification of Lori B. Wittman, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
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Filed herewith. |
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99.1 |
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Audited Consolidated Financial Statements of Senior Care Centers, LLC as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014. |
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Filed herewith. |
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101 |
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Interactive Data File. |
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Previously filed. |
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.