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 26th, 2018 • Welltower 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
