QCP / Quality Care Properties, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

QCP / Quality Care Properties, Inc. 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37805 Quality Care Properties, Inc. (Exact name of registrant as specifi

QCP / Quality Care Properties, Inc. S-8 POS

As filed with the U.S. Securities and Exchange Commission on August 2, 2018 Registration No. 333-214352 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-214352 FORM S-8POS REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Quality Care Properties, Inc. (Exact name of registrant as specified in its

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2018 (July 26, 2018) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission Fi

STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION

EX-3.1 2 a18-163029ex3d1.htm EX-3.1 Exhibit 3.1 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION FIRST: The name of the Limited Liability Company is Potomac Acquisition LLC. SECOND: The address of the registered office in Delaware is 251 Little Falls Drive in the City of Wilmington. Zip code 19808-1674. The name of its Registered Agent at such address is Corporation Service Com

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT POTOMAC ACQUISITION LLC

Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF POTOMAC ACQUISITION LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) of POTOMAC ACQUISITION LLC, a Delaware limited liability company (the “Company”), dated and effective at 6:02 p.m. New York City time, as of this 26th day of July, 2018, is entered into by WELLTOWER INC.,

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 7, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I.R.

Quality Care Properties Stockholders Approve Welltower Merger

Exhibit 99.1 FOR IMMEDIATE RELEASE Quality Care Properties Stockholders Approve Welltower Merger BETHESDA, Md., — July 25, 2018 — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) today announced that QCP stockholders approved the acquisition of QCP by Welltower Inc. (NYSE: WELL) (“Welltower”) at a Special Meeting of Stockholders held today in Bethesda, Maryland. Upon the completi

QCP / Quality Care Properties, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

QCP / Quality Care Properties, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 13, 2018 (July 11, 2018) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission Fi

QCP / Quality Care Properties, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

QCP / Quality Care Properties, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 2, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I.R.S

QCP / Quality Care Properties, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

QCP / Quality Care Properties, Inc. DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 12, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I.R.

Quality Care Properties Announces Expiration of “Go-Shop” Period and Qualification of an Excluded Party

EX-99.1 2 a18-152111ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Quality Care Properties Announces Expiration of “Go-Shop” Period and Qualification of an Excluded Party Bethesda, MD — June 12, 2018 — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) today announced that the 45-day “go-shop” period set forth in its merger agreement (the “Merger Agreement”) with Welltower I

QCP / Quality Care Properties, Inc. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 12, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I.R.

Quality Care Properties Announces Expiration of “Go-Shop” Period and Qualification of an Excluded Party

EX-99.1 2 a18-152111ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Quality Care Properties Announces Expiration of “Go-Shop” Period and Qualification of an Excluded Party Bethesda, MD — June 12, 2018 — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) today announced that the 45-day “go-shop” period set forth in its merger agreement (the “Merger Agreement”) with Welltower I

QCP / Quality Care Properties, Inc. PREM14A

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QCP / Quality Care Properties, Inc. / Falcon Edge Capital LP - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 17, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS E

QCP / Quality Care Properties, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ 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 00

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2018 (April 25, 2018) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission

AMENDMENT TO PLAN SPONSOR AGREEMENT

Exhibit 2.3 EXECUTION VERSION AMENDMENT TO PLAN SPONSOR AGREEMENT This AMENDMENT (this “Amendment”) to the Plan Sponsor Agreement (defined below) is entered into as of April 25, 2018, by and among HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), Quality Care Properties, Inc., a Maryland corporation (“Parent”), HCP Mezzanine Lender, LP, a Delaware limited partnership and a wholly-owned s

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2018, by and among (i) HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), (ii) Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited partnership, Carlyle Partners V MC, L.P., a

ALTERNATIVE PLAN SPONSOR AGREEMENT HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., PROMEDICA HEALTH SYSTEM, INC. SUBURBAN HEALTHCO, INC. MEERKAT I LLC THE OTHER LESSORS IDENTIFIED HEREIN Dated as of April 25, 2018

Exhibit 2.2 EXECUTION VERSION 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, 2018 TABLE OF CONTENTS Page ARTICLE I The Transactions 1.1 Acquisition of Reorganized Company Stock 4 1.2 New Master Lease and Guaranty 5 1.3 Artic

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. POTOMAC ACQUISITION LLC APRIL 25,

Exhibit 2.1 EXECUTION VERSION 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 25, 2018 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Terms Generally 10 ARTICLE II TH

QCP / Quality Care Properties, Inc. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2018 (April 25, 2018) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission

ALTERNATIVE PLAN SPONSOR AGREEMENT HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., PROMEDICA HEALTH SYSTEM, INC. SUBURBAN HEALTHCO, INC. MEERKAT I LLC THE OTHER LESSORS IDENTIFIED HEREIN Dated as of April 25, 2018

Exhibit 2.2 EXECUTION VERSION 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, 2018 TABLE OF CONTENTS Page ARTICLE I The Transactions 1.1 Acquisition of Reorganized Company Stock 4 1.2 New Master Lease and Guaranty 5 1.3 Artic

RESTRUCTURING SUPPORT AGREEMENT

EX-10.1 5 a18-122412ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2018, by and among (i) HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), (ii) Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited part

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. POTOMAC ACQUISITION LLC APRIL 25,

Exhibit 2.1 EXECUTION VERSION 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 25, 2018 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Terms Generally 10 ARTICLE II TH

AMENDMENT TO PLAN SPONSOR AGREEMENT

Exhibit 2.3 EXECUTION VERSION AMENDMENT TO PLAN SPONSOR AGREEMENT This AMENDMENT (this “Amendment”) to the Plan Sponsor Agreement (defined below) is entered into as of April 25, 2018, by and among HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), Quality Care Properties, Inc., a Maryland corporation (“Parent”), HCP Mezzanine Lender, LP, a Delaware limited partnership and a wholly-owned s

QCP / Quality Care Properties, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2018 (April 25, 2018) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission

QCP Enters into Definitive Agreements with ProMedica and Welltower ProMedica Enters into Agreement with QCP to Acquire HCR ManorCare Welltower to Acquire QCP for $20.75 Per Share in Cash ProMedica and Welltower Enter Joint Venture Agreement to Facili

EX-99.1 2 a18-122411ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE QCP Enters into Definitive Agreements with ProMedica and Welltower ProMedica Enters into Agreement with QCP to Acquire HCR ManorCare Welltower to Acquire QCP for $20.75 Per Share in Cash ProMedica and Welltower Enter Joint Venture Agreement to Facilitate Transactions Bethesda, MD — April 25, 2018 — Quality Care Properties, I

QCP Enters into Definitive Agreements with ProMedica and Welltower ProMedica Enters into Agreement with QCP to Acquire HCR ManorCare Welltower to Acquire QCP for $20.75 Per Share in Cash ProMedica and Welltower Enter Joint Venture Agreement to Facili

EX-99.1 2 a18-122411ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE QCP Enters into Definitive Agreements with ProMedica and Welltower ProMedica Enters into Agreement with QCP to Acquire HCR ManorCare Welltower to Acquire QCP for $20.75 Per Share in Cash ProMedica and Welltower Enter Joint Venture Agreement to Facilitate Transactions Bethesda, MD — April 25, 2018 — Quality Care Properties, I

QCP / Quality Care Properties, Inc. 8-K

DEFA14A 1 a18-1224118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2018 (April 25, 2018) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State

QCP / Quality Care Properties, Inc. DEFA14A

DEFA14A 1 a18-30743defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

QCP / Quality Care Properties, Inc. DEF 14A

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AMENDMENT TO QUALITY CARE PROPERTIES, INC. AMENDED AND RESTATED BYLAWS

EX-3.1 2 a18-89371ex3d1.htm EX-3.1 Exhibit 3.1 AMENDMENT TO QUALITY CARE PROPERTIES, INC. AMENDED AND RESTATED BYLAWS Effective March 22, 2018, Article XV of the Amended and Restated Bylaws of Quality Care Properties, Inc. was amended and restated to read in full as follows: ARTICLE XV AMENDMENT OF BYLAWS The Board of Directors, by the affirmative vote of a majority of the entire Board of Director

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 22, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS

Audited Consolidated Balance Sheet of QCP as of December 31, 2017, Audited Consolidated Statements of Operations, Comprehensive Loss, Equity, and Cash Flows of QCP for the year ended December 31, 2017, and the Notes related thereto, the Report of Independent Registered Public Accounting Firm relating to the financial statements of QCP (incorporated herein by reference to Part II, Item 8 of the annual report on Form 10-K of QCP (File No. 001-37805) filed on March 8, 2018).

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ 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 001-378

Report of Independent Auditors

Exhibit 99.1 C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S HCR ManorCare, Inc. For the years ended December 31, 2017, 2016 and 2015 With Report of Independent Auditors Report of Independent Auditors The Board of Directors and Shareholders of HCR ManorCare, Inc. We have audited the accompanying consolidated financial statements of HCR ManorCare, Inc. which comprise the consolidated

PLAN SPONSOR AGREEMENT HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., HCP MEZZANINE LENDER, LP THE LESSORS IDENTIFIED HEREIN Dated as of March 2, 2018

Exhibit 2.1 EXECUTION VERSION PLAN SPONSOR AGREEMENT among HCR MANORCARE, INC., QUALITY CARE PROPERTIES, INC., HCP MEZZANINE LENDER, LP and THE LESSORS IDENTIFIED HEREIN Dated as of March 2, 2018 TABLE OF CONTENTS Page ARTICLE I The Transactions 1.1 Debt Exchange 3 1.2 Master Lease Amendment and Guaranty 4 1.3 Articles of Incorporation and By-Laws of the Reorganized Debtor 4 1.4 Closing 4 1.5 Seve

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 10.1 EXECUTION VERSION RESTRUCTURING SUPPORT AGREEMENT This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2018, by and among (i) HCR ManorCare, Inc., a Delaware corporation (the “Debtor”), (ii) Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited partnership, Carlyle Partners V MC, L.P., a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 2, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS

QCP / Quality Care Properties, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37805 CUSIP Number: 747545101 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 2, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS

Quality Care Properties Reaches Agreement with HCR ManorCare to Effect Orderly Transition of Skilled Nursing, Assisted Living, Hospice and Homecare Businesses to QCP Ownership Transaction to be Effected Through Prepackaged Plan of Reorganization Pati

Exhibit 99.1 FOR IMMEDIATE RELEASE Quality Care Properties Reaches Agreement with HCR ManorCare to Effect Orderly Transition of Skilled Nursing, Assisted Living, Hospice and Homecare Businesses to QCP Ownership Transaction to be Effected Through Prepackaged Plan of Reorganization Patient Care and Relationships with Employees and Vendors to Continue Without Interruption BETHESDA, Md. And TOLEDO, Oh

QCP / Quality Care Properties, Inc. / HG Vora Capital Management, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 j213181sc13ga1.htm AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quality Care Properties, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 747545101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Che

QCP / Quality Care Properties, Inc. / Silver Point Capital L.P. - QUALITY CARE PROPERTIES, INC. 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) (Amendment No.

QCP / Quality Care Properties, Inc. / Long Pond Capital, LP - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

QCP / Quality Care Properties, Inc. / VANGUARD GROUP INC Passive Investment

qualitycarepropertiesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Quality Care Properties Inc Title of Class of Securities: REIT CUSIP Number: 747545101 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropr

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 9, 2018, is by and among Abrams Capital Partners II, L.P., Abrams Capital, LLC, Abrams Capital Management, L.P., Abrams Capital Management, LLC and David Abrams (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedul

QCP / Quality Care Properties, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Quality Care Properties, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 747545101 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

QCP / Quality Care Properties, Inc. / VANGUARD SPECIALIZED FUNDS Passive Investment

SC 13G/A 1 qualitycarepropertiesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: Quality Care Properties Inc Title of Class of Securities: REIT CUSIP Number: 747545101 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule pur

QCP / Quality Care Properties, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I

Other Events

8-K 1 a18-339518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 16, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (

Other Events

8-K 1 a18-248018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 4, 2018 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (C

FORBEARANCE AGREEMENT AND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT

Exhibit 10.1 EXECUTION VERSION FORBEARANCE AGREEMENT AND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT This FORBEARANCE AGREEMENT AND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT, dated as of December 22, 2017 (this ?Agreement?), is entered into by and among HCR ManorCare, Inc. (?HCR Parent?), HCR III Healthcare, LLC (?HCR III,? and together with HCR Parent, the ?Company?), Quality Care Pro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a17-2881318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 22, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation)

BETHESDA, Md., Dec. 4, 2017 /PRNewswire/ — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) announced today that it has agreed with HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company’s principal tenant (collectively, “HCR

EX-99.1 2 a17-279051ex99d1.htm EX-99.1 Exhibit 99.1 BETHESDA, Md., Dec. 4, 2017 /PRNewswire/ — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) announced today that it has agreed with HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company’s principal tenant (collectively, “HCR ManorCare”) to further extend the deadline for HCR ManorCare’s response to QCP’s receivership comp

QCP / Quality Care Properties, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 4, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I

QCP / Quality Care Properties, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Quality Care Properties Provides Update on HCR ManorCare

Exhibit 99.1 Quality Care Properties Provides Update on HCR ManorCare BETHESDA, Md., November 2, 2017 /PRNewswire/ ? Quality Care Properties, Inc. (NYSE: QCP) (?QCP? or the ?Company?) announced today that it has agreed with HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company?s principal tenant (collectively, ?HCR ManorCare?) to further extend the deadline for HCR ManorCare?s response to Q

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a17-2514318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation)

Quality Care Properties Provides Update on HCR ManorCare

EX-99.1 2 a17-242561ex99d1.htm EX-99.1 Exhibit 99.1 Quality Care Properties Provides Update on HCR ManorCare BETHESDA, Md., October 19, 2017 /PRNewswire/ — Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”) announced today that it has agreed with HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company’s principal tenant (collectively, “HCR ManorCare”) to further extend the dea

QCP / Quality Care Properties, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 19, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a17-2245118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 25, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation

Quality Care Properties Provides Update on HCR ManorCare

Exhibit 99.1 Quality Care Properties Provides Update on HCR ManorCare BETHESDA, Md., September 25, 2017 /PRNewswire/ ? Quality Care Properties, Inc. (NYSE: QCP) (?QCP? or the ?Company?) announced today that it has agreed with HCR ManorCare, Inc. and HCR III Healthcare, LLC, the Company?s principal tenant (collectively, ?HCR ManorCare?) to extend the deadline for HCR ManorCare?s response to QCP?s r

QCP Starts Legal Process to Appoint Independent Receiver under Facilities Lease Lease Provides for Receiver Following Uncured HCR ManorCare Defaults Receiver Would Mitigate Conflicts of Interest at HCR ManorCare Headquarters Patient Care to Continue

Exhibit 99.1 FOR IMMEDIATE RELEASE QCP Starts Legal Process to Appoint Independent Receiver under Facilities Lease Lease Provides for Receiver Following Uncured HCR ManorCare Defaults Receiver Would Mitigate Conflicts of Interest at HCR ManorCare Headquarters Patient Care to Continue without Interruption BETHESDA, Md., ? August 17, 2017 ? Quality Care Properties, Inc. (NYSE: QCP) (the ?Company?) t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 17, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IR

QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT

EX-10.3 3 qcp-20170630ex10397e3ef.htm EX-10.3 EXHIBIT 10.3 QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is dated as of ●, 2017 (the “Award Date”) by and between Quality Care Properties, Inc., a Maryland corporation (the “Corporation”), and ● (the “Participa

QCP / Quality Care Properties, Inc. 10-Q (Quarterly Report)

10-Q 1 qcp-20170630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT

EXHIBIT 10.2 QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT THIS DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of ●, 2017 (the “Award Date”) by and between Quality Care Properties, Inc., a Maryland corporation (the “Corporation”), and ● (the “Participant”). W I T N E S S E T H WHEREAS, the Participant has ele

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 21, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS

Quality Care Properties Provides Update on HCR ManorCare

EX-99.1 2 a17-182261ex99d1.htm EX-99.1 Exhibit 99.1 Quality Care Properties Provides Update on HCR ManorCare BETHESDA, Md., July 21, 2017 /PRNewswire/ — As previously announced by Quality Care Properties, Inc. (NYSE: QCP) (“QCP” or the “Company”), on July 7, 2017, QCP delivered to its principal tenant, HCR III Healthcare, LLC, an indirect wholly-owned subsidiary of HCR ManorCare, Inc. (together, “

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 7, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS E

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 3, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS E

Supplemental Information from QCP for HCR ManorCare Lenders June 8, 2017 NOT CONFIDENTIAL

Exhibit 99.1 Supplemental Information from QCP for HCR ManorCare Lenders June 8, 2017 NOT CONFIDENTIAL Forward-Looking Statements; Risk Factors Certain statements in this document that are not historical statements of fact may be deemed ?forward-looking statements.? QCP intends to have its forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 8, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS E

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 2, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS E

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 25, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS E

Quality Care Properties 10-Q (Quarterly Report)

qcpCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quality Care Properties DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Quality Care Properties DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quality Care Properties 10-K/A (Annual Report)

The following items were the subject of a Form 12b-25 and are included herein: Item 15.

Report of Independent Auditors

Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS HCR ManorCare, Inc. For the years ended December 31, 2016, 2015 and 2014 With Report of Independent Auditors Report of Independent Auditors The Board of Directors and Shareholders of HCR ManorCare, Inc. We have audited the accompanying consolidated financial statements of HCR ManorCare, Inc., which comprise the consolidated balance sheets as of Decemb

FORBEARANCE AGREEMENT

Exhibit 10.1 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this ?Agreement?) is made and entered into as of April 5, 2017, by and among the parties signatory hereto as lessors (collectively, ?Lessor?), HCR III Healthcare, LLC, as lessee (?Lessee?), Quality Care Properties, Inc. (?QCP?) and HCR ManorCare, Inc. (the ?Company?). RECITALS A. Lessor is the current ?Lessor? and Les

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (IRS

Quality Care Properties Enters Into Forbearance Agreement with HCR ManorCare

Exhibit 99.1 Quality Care Properties Enters Into Forbearance Agreement with HCR ManorCare BETHESDA, Md., April 5, 2017 ? Quality Care Properties, Inc. (NYSE: QCP) (?QCP? or the ?Company?) today announced that it entered into a forbearance agreement (the ?Agreement?) with its principal tenant, HCR III Healthcare, LLC and its parent HCR ManorCare, Inc. (together, ?HCR ManorCare?). Among other things

Quality Care Properties NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-37805 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report

Quality Care Properties 10-K (Annual Report)

qcpCurrentFolio10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

QCP / Quality Care Properties, Inc. / Long Pond Capital, LP - 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Quality Care Properties 3G/A (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 qualitycarepropertiesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Quality Care Properties Inc Title of Class of Securities: REIT CUSIP Number: 747545101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pu

Quality Care Properties 3G (Passive Acquisition of More Than 5% of Shares)

SC 13G 1 qualitycarepropertiesinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Quality Care Properties Inc Title of Class of Securities: REIT CUSIP Number: 747545101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursu

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 3, 2017 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I

Quality Care Properties Announces Annual Stockholder Meeting

Exhibit 99.1 Quality Care Properties Announces Annual Stockholder Meeting BETHESDA, Md., Feb. 3, 2017 /PRNewswire/ ? Quality Care Properties, Inc. (NYSE: QCP) announced today that its 2017 annual meeting of stockholders (the ?2017 Annual Meeting?) has been scheduled for May 25, 2017. The Board of Directors of Quality Care Properties, Inc. (?QCP?) has fixed the close of business on March 24, 2017 a

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of January 23, 2017, is by and among Abrams Capital, LLC, Abrams Capital Management, L.P., Abrams Capital Management, LLC and David Abrams (collectively, the "Filers"). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/

QCP / Quality Care Properties, Inc. / ABRAMS CAPITAL MANAGEMENT, L.P. Passive Investment

SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quality Care Properties, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 747545101 (CUSIP Number) January 13, 2017 (Date of Event which Requires Filing of this Statement) Check the appropria

Quality Care Properties 3G (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Quality Care Properties, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 747545101 (CUSIP Number) December 22, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

QCP / Quality Care Properties, Inc. / VANGUARD GROUP INC Passive Investment

qualitycareproperties.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Quality Care Properties Inc Title of Class of Securities: REIT CUSIP Number: 747545101 Date of Event Which Requires Filing of this Statement: November 30, 2016 Check the appropriat

EMPLOYMENT AGREEMENT

Exhibit 10.3 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made the 2nd day of December, 2016, by and between C. Marc Richards, a resident of the State of Virginia (?Executive?), and Quality Care Properties, Inc., a Maryland corporation (the ?Company?). WITNESSETH THAT: WHEREAS, the Company desires to employ Executive as its Chief Financial Officer, subject

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 2, 2016 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I

Quality Care Properties, Inc. 7315 Wisconsin Ave., Suite 250-W Bethesda, MD 20814

Exhibit 10.1 Quality Care Properties, Inc. 7315 Wisconsin Ave., Suite 250-W Bethesda, MD 20814 December 2, 2016 Mark Ordan Address on file Dear Mr. Ordan: This letter sets forth the actions the Compensation Committee of Board of Directors of Quality Care Properties, Inc. (the ?Company?) has taken under your employment agreement with the Company, dated as of August 3, 2016 and amended on October 3,

EMPLOYMENT AGREEMENT

Exhibit 10.2 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made the 2nd day of December, 2016, by and between D. Gregory Neeb, a resident of the State of Virginia (?Executive?), and Quality Care Properties, Inc., a Maryland corporation (the ?Company?). WITNESSETH THAT: WHEREAS, the Company desires to employ Executive as its President and Chief Investment Off

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2016 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (

Quality Care Properties 10-Q (Quarterly Report)

qcpCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SEPARATION AND DISTRIBUTION AGREEMENT by and between HCP, INC. QUALITY CARE PROPERTIES, INC. dated as of October 31, 2016

EX-2.1 2 a16-1230214ex2d1.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between HCP, INC. and QUALITY CARE PROPERTIES, INC. dated as of October 31, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation 9 ARTICLE II THE RESTRUCTURING Section 2.1 Transfers of Assets and Assumptions of Liabilities 11 Section 2.2 QCP Assets and HCP Asse

QUALITY CARE PROPERTIES, INC. ARTICLES SUPPLEMENTARY Class A Preferred Stock (Par Value $.01 Per Share)

Exhibit 3.2 QUALITY CARE PROPERTIES, INC. ARTICLES SUPPLEMENTARY Class A Preferred Stock (Par Value $.01 Per Share) Quality Care Properties, Inc., a Maryland corporation (hereinafter called the ?Corporation?) hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to authority expressly vested in the Board of Directors of the Corporation by Section 6.

QUALITY CARE PROPERTIES, INC. ARTICLES OF AMENDMENT AND RESTATEMENT

Exhibit 3.1 QUALITY CARE PROPERTIES, INC. ARTICLES OF AMENDMENT AND RESTATEMENT QUALITY CARE PROPERTIES, INC., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland (the ?Department?) that: FIRST: The Corporation desires to and does hereby amend and restate in its entirety the charter of the Corporation (the ?Charter?) as curre

TAX MATTERS AGREEMENT

Exhibit 10.2 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this ?Agreement?) is entered into as of October 31, 2016, by and between HCP, INC., a Maryland corporation (?HCP?), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (?SpinCo?). RECITALS WHEREAS, HCP has elected to be treated and operates as a real estate investment trust for U.S. federal income tax purposes (?REIT?) and SpinCo

FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, and QCP AL REIT, LLC, as Borrowers, QCP HOLDCO REIT, LLC and QUALITY CARE PROPERTIES, INC., as Parent Gua

EX-10.3 5 a16-1230214ex10d3.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION $1,100,000,000 FIRST LIEN CREDIT AND GUARANTY AGREEMENT Dated as of October 31, 2016 among QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC, QCP SNF EAST REIT, LLC, and QCP AL REIT, LLC, as Borrowers, QCP HOLDCO REIT, LLC and QUALITY CARE PROPERTIES, INC., as Parent Guarantors, CERTAIN SUBSIDIARIES OF QUALITY CARE PROPERTIES,

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

POWER OF ATTORNEY

EX-24.1 2 ex-24d1.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN

Exhibit 4.1 QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Quality Care Properties, Inc. 2016 Performance Incentive Plan (this ?Plan?) of Quality Care Properties, Inc., a Maryland corporation (the ?Corporation?), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of

QUALITY CARE PROPERTIES, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

Exhibit 3.3 QUALITY CARE PROPERTIES, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Quality Care Properties, Inc. (the ?Corporation?), in the State of Maryland shall be located at such place as the board of directors of the Corporation (the ?Board of Directors?) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additiona

Quality Care Properties S-8

As filed with the U.S. Securities and Exchange Commission on October 31, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Quality Care Properties, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 81-289

TRANSITION SERVICES AGREEMENT BY AND BETWEEN HCP, INC. QUALITY CARE PROPERTIES, INC. Dated as of October 31, 2016

EX-10.1 3 a16-1230214ex10d1.htm EX-10.1 Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN HCP, INC. and QUALITY CARE PROPERTIES, INC. Dated as of October 31, 2016 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October 31, 2016 (the “Effective Date”), by and between HCP, INC., a Maryland corporation (“Service Provider”), and QUALITY

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2016 (October 31, 2016) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commiss

Quality Care Properties, Inc. Investor Presentation October 2016 1

Exhibit 99.1 Quality Care Properties, Inc. Investor Presentation October 2016 1 Disclaimer / Forward-Looking Statements IMPORTANT NOTICE This investor presentation should be read in connection with the Registration Statement on Form 10 filed with the Securities and Exchange Commission by Quality Care Properties, Inc. (?QCP?) and any amendments thereto (?Form 10"), including, in particular, the ?Ri

* * * * *

Exhibit 99.2 Quality Care Properties to Hold Conference Calls to Discuss Investor Presentation BETHESDA, MD, October 20, 2016 /PRNewswire/ ? Quality Care Properties, Inc. (NYSE:QCP WI) announced that it will hold two separate conference calls, each at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time) on Thursday, October 20, 2016, and on Tuesday, October 25, 2016, to discuss the investor presentati

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 20, 2016 Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commission File Number) (I

QCP AL REIT, LLC, QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC QCP SNF EAST REIT, LLC, as Issuers, the other GUARANTORS named herein, as Guarantors, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent Dated as of Oct

Exhibit 4.1 EXECUTION VERSION QCP AL REIT, LLC, QCP SNF WEST REIT, LLC, QCP SNF CENTRAL REIT, LLC and QCP SNF EAST REIT, LLC, as Issuers, the other GUARANTORS named herein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent INDENTURE Dated as of October 17, 2016 8.125% Senior Secured Second Lien Notes due 2023 TABLE OF CONTENTS Page ARTICLE One Defi

Quality Care Properties 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2016 (October 17, 2016) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant as Specified in its Charter) Maryland 001-37805 81-2898967 (State of Incorporation) (Commiss

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 a2230010z8-k.htm 8-K QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 14, 2016 (October 14, 2016) Date of Report (Date of earliest event reported) QUALITY CARE PROPERTIES, INC. (Exact Name of Registrant

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates and appoints Troy E. McHenry and Scott A. Graziano as such person?s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned?s name, place and

October 14, 2016

Table of Contents Exhibit 99.1 October 14, 2016 Dear Stockholder of HCP, Inc.: We are pleased to inform you that the board of directors of HCP, Inc. ("HCP") has unanimously approved a plan to spin off HCP's HCR ManorCare, Inc. ("HCRMC") portfolio and certain other properties, through a distribution of its interests in Quality Care Properties, Inc. ("QCP"). We have decided to pursue this transactio

Quality Care Properties 10-12B/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on October 12, 2016 File No.

HCP SPINCO, INC. ARTICLE I

Exhibit 3.3 HCP SPINCO, INC. BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of HCP SpinCo, Inc. (the ?Corporation?), in the State of Maryland shall be located at such place as the board of directors of the Corporation (the ?Board of Directors?) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive offi

HCP SPINCO, INC. ARTICLES OF INCORPORATION ARTICLE I

Exhibit 3.1 HCP SPINCO, INC. ARTICLES OF INCORPORATION ARTICLE I INCORPORATOR The undersigned, Charles R. Moran, whose address is c/o Ballard Spahr LLP, 300 E. Lombard Street, 18th Floor, Baltimore, Maryland 21202, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland. ARTICLE II NAME The name of the Corporation is: HCP SpinCo, In

Quality Care Properties ESP

CORRESP 1 filename1.htm October 13, 2016 VIA EDGAR Kim McManus Senior Counsel Office of Real Estate and Commodities Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Quality Care Properties, Inc. Registration Statement on Form 10 File No. 001-37805 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Ms. McManus: Quality Care Properties, Inc

HCP SPINCO, INC. ARTICLES OF AMENDMENT

Exhibit 3.1.1 HCP SPINCO, INC. ARTICLES OF AMENDMENT HCP SPINCO, INC., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland (the ?Department?) that: FIRST: The Corporation desires to, and does hereby, amend the charter of the Corporation as currently in effect (the ?Charter?) pursuant to Section 2-601 et seq. of the Maryland G

Preliminary and Subject to Completion, dated October 12, 2016 , 2016

Table of Contents Exhibit 99.1 Preliminary and Subject to Completion, dated October 12, 2016 , 2016 Dear Stockholder of HCP, Inc.: We are pleased to inform you that the board of directors of HCP, Inc. ("HCP") has unanimously approved a plan to spin off HCP's HCR ManorCare, Inc. ("HCRMC") portfolio and certain other properties, through a distribution of its interests in Quality Care Properties, Inc

Quality Care Properties ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

INDEMNIFICATION AGREEMENT

Exhibit 10.6 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made this [] day of [], 2016 (?Agreement?), by and between Quality Care Properties, Inc., a Maryland corporation (the ?Company?), and [] (?Indemnitee?). RECITALS WHEREAS, at the request of the Company, the Indemnitee currently serves as [a director] [an officer] of the Company and renders valuable services to the Company; and

GUARANTY OF OBLIGATIONS

Exhibit 10.1.18 GUARANTY OF OBLIGATIONS This Guaranty of Obligations (?Guaranty?) is made by HCR MANORCARE, INC., a Delaware corporation (successor by merger to HCR Manor Care, LLC and formerly known as HCRMC Operations, LLC) (whether one or more, individually, collectively, jointly and severally, ?Guarantor?), effective as of February 11, 2013, in favor of each of the lessor entities identified o

Quality Care Properties 10-12B/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on October 4, 2016 File No.

List of Subsidiaries Legal Name State of Formation 1. HCP Mezzanine Lender, LP Delaware 2. HCP 2010 REIT LLC Delaware 3. HCP Properties Trust Delaware 4. HCP West Virginia Properties, LLC Delaware 5. HCP MOB Dallas Eye, LLC Delaware 6. HCP Properties

Exhibit 21.1 List of Subsidiaries Legal Name State of Formation 1. HCP Mezzanine Lender, LP Delaware 2. HCP 2010 REIT LLC Delaware 3. HCP Properties Trust Delaware 4. HCP West Virginia Properties, LLC Delaware 5. HCP MOB Dallas Eye, LLC Delaware 6. HCP Properties - Salmon Creek WA, LLC Delaware 7. HCP Properties ? Utica Ridge IA, LLC Delaware 8. HCP Properties ? Wingfield Hills NV, LLC Delaware 9.

QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN

Exhibit 10.4 QUALITY CARE PROPERTIES, INC. 2016 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of this Quality Care Properties, Inc. 2016 Performance Incentive Plan (this ?Plan?) of Quality Care Properties, Inc., a Maryland corporation (the ?Corporation?), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of

QUALITY CARE PROPERTIES, INC. ARTICLES OF AMENDMENT AND RESTATEMENT

Exhibit 3.1 QUALITY CARE PROPERTIES, INC. ARTICLES OF AMENDMENT AND RESTATEMENT QUALITY CARE PROPERTIES, INC., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland (the ?Department?) that: FIRST: The Corporation desires to and does hereby amend and restate in its entirety the charter of the Corporation (the ?Charter?) as curre

First Amendment to Employment Agreement

Exhibit 10.5.1 First Amendment to Employment Agreement FIRST AMENDMENT, dated as of, and effective, October 3, 2016 (this ?Amendment?), to the Employment Agreement dated as of August 3, 2016 (the ?Agreement?) by and between Quality Care Properties, Inc., a Maryland corporation (the ?Company?) and Mark Ordan (the ?Executive?). WHEREAS, the parties desire to amend the Agreement in certain respects;

QUALITY CARE PROPERTIES, INC. ARTICLES SUPPLEMENTARY Class A Preferred Stock (Par Value $.01 Per Share)

EX-3.2 3 a2229899zex-32.htm EX-3.2 Exhibit 3.2 QUALITY CARE PROPERTIES, INC. ARTICLES SUPPLEMENTARY Class A Preferred Stock (Par Value $.01 Per Share) Quality Care Properties, Inc., a Maryland corporation (hereinafter called the “Corporation”) hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Pursuant to authority expressly vested in the Board of Directo

QUALITY CARE PROPERTIES, INC. AMENDED AND RESTATED BYLAWS ARTICLE I

Exhibit 3.3 QUALITY CARE PROPERTIES, INC. AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Quality Care Properties, Inc. (the ?Corporation?), in the State of Maryland shall be located at such place as the board of directors of the Corporation (the ?Board of Directors?) may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additiona

Quality Care Properties ESP

CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com September 26, 2016 FIRM/AFFILIATE OFFICES - BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON - BEIJING BRUSSELS FRANKFURT HONG KONG LONDON Via EDGAR Daniel L. Gordon Senior Assistant Chief Accountant Office of Real Es

TAX MATTERS AGREEMENT

Exhibit 10.3 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this ?Agreement?) is entered into as of [?], by and between HCP, INC., a Maryland corporation (?HCP?), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (?SpinCo?). RECITALS WHEREAS, HCP has elected to be treated and operates as a real estate investment trust for U.S. federal income tax purposes (?REIT?) and SpinCo will elect a

Preliminary and Subject to Completion, dated September 1, 2016 , 2016

Table of Contents Exhibit 99.1 Preliminary and Subject to Completion, dated September 1, 2016 , 2016 Dear Stockholder of HCP, Inc.: We are pleased to inform you that the board of directors of HCP, Inc. ("HCP") has unanimously approved a plan to spin off HCP's HCR ManorCare, Inc. ("HCRMC") portfolio and certain other properties, through a distribution of its interests in Quality Care Properties, In

TRANSITION SERVICES AGREEMENT BY AND BETWEEN HCP, INC. QUALITY CARE PROPERTIES, INC. Dated as of [?], 2016

Exhibit 10.2 TRANSITION SERVICES AGREEMENT BY AND BETWEEN HCP, INC. and QUALITY CARE PROPERTIES, INC. Dated as of [?], 2016 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this ?Agreement?) is entered into as of [?], 2016 (the ?Effective Date?), by and between HCP, INC., a Maryland corporation (?Service Provider?), and QUALITY CARE PROPERTIES, INC., a Maryland corporation (?Servi

Quality Care Properties 10-12B/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on September 1, 2016 File No.

Quality Care Properties ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.

SEPARATION AND DISTRIBUTION AGREEMENT by and between HCP, INC. QUALITY CARE PROPERTIES, INC. dated as of [·], 2016

Exhibit 2.2 SEPARATION AND DISTRIBUTION AGREEMENT by and between HCP, INC. and QUALITY CARE PROPERTIES, INC. dated as of [?], 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Section 1.2 Interpretation 9 ARTICLE II THE RESTRUCTURING Section 2.1 Transfers of Assets and Assumptions of Liabilities 11 Section 2.2 QCP Assets and HCP Assets 14 Section 2.3 QCP Liabilities and HCP Li

EMPLOYMENT AGREEMENT

Exhibit 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is made the 3rd day of August, 2016, by and between Mark Ordan, a resident of the State of Maryland (?Executive?), and Quality Care Properties, Inc., a Maryland corporation (the ?Company?). WITNESSETH THAT: WHEREAS, the Executive and HCP, Inc. (?HCP?) have entered into the Interim Consulting Agreement, dated July 6, 2016

Quality Care Properties 10-12B/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on August 9, 2016 File No.

Quality Care Properties ESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

Preliminary and Subject to Completion, dated August 9, 2016 , 2016

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 Exhibit 99.

Quality Care Properties 10-12B

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on June 17, 2016 File No.

Preliminary and Subject to Completion, dated June 17, 2016 , 2016

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Exhibit 99.