Quality Care Properties, Inc. (NYSE: QCP) today announced that the 45-day "go-shop" period set forth in its merger agreement with Welltower Inc. (NYSE: WELL) expired on June 9, 2018 and also announced that it has received from a third party an acquisition proposal that QCP's Board of Directors has determined could reasonably be expected to lead to a "Superior Offer," as defined in the Merger Agreement.

During the "go-shop" period, representatives of Goldman Sachs & Co. LLC, financial advisor to QCP, contacted 34 potential parties on behalf of the Company to determine whether they have an interest in making a proposal to acquire the Company. These parties included a diverse selection of REITs, health care providers, operators and other strategic parties, financial sponsors and non-profit health organizations. QCP entered into confidentiality agreements pursuant to which it provided confidential information to five of the parties contacted. As a result of these efforts, QCP received the Acquisition Proposal from the Potential Bidder. No other parties submitted an acquisition proposal to acquire the Company during the go-shop period.

After consulting with its financial and legal advisors, QCP's Board determined that the Acquisition Proposal could reasonably be expected to lead to a Superior Offer. Therefore, the Potential Bidder is an "Excluded Party," as defined in the Merger Agreement, and QCP is permitted, subject to the provisions of the Merger Agreement, to continue to solicit proposals from, furnish non-public information to, and engage in further discussions and negotiations with, the Potential Bidder. Following the expiration of the go-shop period, QCP became subject to customary "no shop" provisions other than with respect to the Potential Bidder. The "no shop" provisions restrict the ability of the Company and its representatives to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary "fiduciary out" provisions.

The Board has not yet determined that the Acquisition Proposal constitutes a Superior Offer under the Merger Agreement. The Acquisition Proposal provides that the Potential Bidder will need to obtain debt financing and is subject to several conditions, including completion of a due diligence review of QCP and HCR ManorCare, Inc. and the negotiation of a definitive merger agreement. There can be no assurance that the Acquisition Proposal will ultimately result in a Superior Offer, and discussions and negotiations with the Potential Bidder could terminate at any time.

The Board has not changed its recommendation and continues to recommend that QCP's stockholders vote to approve the merger with Welltower.

Advisors

Goldman, Sachs & Co. LLC and Lazard are financial advisors to QCP. Wachtell, Lipton, Rosen & Katz is legal advisor to QCP.

About QCP

Quality Care Properties, Inc. is one of the nation's largest actively managed real estate companies focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building. For more information regarding QCP, visit www.qcpcorp.com.