AGREEMENT AND PLAN OF MERGER BY AND AMONG QUALITY CARE PROPERTIES, INC., QCP AL REIT, LLC, QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, QCP HOLDCO REIT, LLC, QCP TRS, LLC, WELLTOWER INC. AND POTOMAC ACQUISITION LLC APRIL...Merger Agreement • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 25th day of April, 2018 by and among Quality Care Properties, Inc., a Maryland corporation (the “Company”), QCP AL REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“AL Subreit”), QCP SNF West REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“West Subreit”), QCP SNF Central REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“Central Subreit”), QCP SNF East, LLC, a Delaware limited liability company and a subsidiary of the Company (“East Subreit”), QCP HoldCo REIT, LLC, a Delaware limited liability company and a subsidiary of the Company (“HoldCo REIT” and together with AL Subreit, West Subreit, Central Subreit and East Subreit, the “Company Subreits”), QCP TRS, LLC, a Delaware limited liability company and a subsidiary of the Company (“TRS LLC”), Welltower Inc., a Delaware corporation (“Parent”), and Potoma
ALTERNATIVE PLAN SPONSOR AGREEMENT among HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., PROMEDICA HEALTH SYSTEM, INC. SUBURBAN HEALTHCO, INC. MEERKAT I LLC and THE OTHER LESSORS IDENTIFIED HEREIN Dated as of April 25, 2018Alternative Plan Sponsor Agreement • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
HCR ManorCare, Inc. (the “Debtor”) hereby proposes the following first amended plan of reorganization for the Debtor’s reorganization case under Chapter 11 of the Bankruptcy Code for the resolution of the outstanding Claims against and Interests in the Debtor. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in Article I. The classification and treatment of Claims against and Interests in the Debtor are set forth in Article II and Article III. The Debtor is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtor’s history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and related matters.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 30th, 2018 • Quality Care Properties, Inc. • Real estate investment trusts • Delaware
HCR ManorCare, Inc. (the “Debtor”) hereby proposes the following first amended plan of reorganization for the Debtor’s reorganization case under Chapter 11 of the Bankruptcy Code for the resolution of the outstanding Claims against and Interests in the Debtor. Capitalized terms used but not defined in this paragraph have the meanings assigned to them in Article I. The classification and treatment of Claims against and Interests in the Debtor are set forth in Article II and Article III. The Debtor is the proponent of this Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtor’s history, business, properties and operations, projections for those operations, risk factors, a summary and analysis of this Plan, and related matters.
