5,000,000 Shares Sabra Health Care REIT, Inc.Underwriting Agreement • March 15th, 2013 • Sabra Health Care REIT, Inc. • Real estate investment trusts • New York
Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares of its 7.125% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Shares”). The 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Shares as provided in Section 2. The additional 750,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Citigroup Global Markets Inc. (“Citi”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) have agreed to act as representative
