Filing Details

 CUSIP NO.

 747545101

 13G

 

 

1

The percentage used above is calculated based on 93,809,524 total shares of common stock outstanding as of November 3, 2017 as reported in the Issuer's Form 10-Q filed on November 9, 2017.

 CUSIP NO.

 747545101

 13G

 

 

 CUSIP NO.

 747545101

 13G

 

 

 CUSIP NO.

 747545101

 13G

 

 

Item 1(a)

 

Name of Issuer:

 

 

 

 

 

 

 

 

The name of the issuer is Quality Care Properties, Inc. (the "Company").

 

 

 

 

 

(b)

 

Address of Issuer's Principal Executive Offices:

 

 

 

 

 

 

 

 

 

The Company's principal executive office is located at 7315 Wisconsin Avenue, Suite 550 East, Bethesda, Maryland 20814.

 

 

 

 

 

Item 2(a)

 

Name of Person Filing:

 

 

 

 

 

 

 

 

 

This Schedule 13G is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver Point"), Mr. Edward A. Mulé and Mr. Robert J. O'Shea with respect to the ownership of the common stock of the Company by Silver Point Capital Fund, L.P. (the "Onshore Fund") and Silver Point Capital Offshore Master Fund, L.P. (the "Offshore Fund").2  Silver Point, Mr. Mulé and Mr. O'Shea are collectively referred to herein as the "Reporting Persons."

 

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2018, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)

Address of Principal Business Office or, if none, Residence:

 

 

The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, Greenwich, CT 06830.

 

(c)

Citizenship:

 

 

Silver Point Capital, L.P. is organized as a limited partnership under the laws of the State of Delaware. Both Mr. Mulé and Mr. O'Shea are U.S. citizens.

 

(d)

Title of Class of Securities:

 

 

Common Stock

 

(e)

CUSIP No.:

 

 

747545101

 

Item 3

 

 

Not applicable. 

 

2

Silver Point is the investment manager of the Onshore Fund and the Offshore Fund and by virtue of such status may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.  Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.  Each of Mr. Edward A. Mulé and Mr. Robert J. O'Shea is a member of Management and has voting and investment power with respect to the securities held by the Onshore Fund and the Offshore Fund and may be deemed to be a beneficial owner of the securities held by the Onshore Fund and the Offshore Fund.

Item 4

 

 

 

A.  Silver Point Capital, L.P.

 

 

 

 

(a)

Amount beneficially owned:   7,530,000

 

 

 

 

 

 

 

 

 

 

(b)

Percent of class: 8.0%

 

 

 

 

 

 

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

 

 

 

 

 

 

(i)

 

Sole power to vote or direct the vote:   7,530,000

 

 

(ii)

Shared power to vote or direct the vote:   -0-

 

 

(iii)

Sole power to dispose or direct the disposition:   7,530,000

 

 

(iv)

Shared power to dispose or direct the disposition:   -0-

 

B.  Edward A. Mulé

 

 

 

 

(a)

Amount beneficially owned:   7,530,000

 

 

 

 

 

 

 

 

 

 

(b)

Percent of class:   8.0%

 

 

 

 

 

 

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

 

 

 

 

 

 

(i)

 

Sole power to vote or direct the vote:   -0-

 

 

(ii)

Shared power to vote or direct the vote:   7,530,000

 

 

(iii)

Sole power to dispose or direct the disposition:   -0-

 

 

(iv)

Shared power to dispose or direct the disposition:   7,530,000

 

C.  Robert J. O'Shea

 

 

 

 

(a)

Amount beneficially owned:   7,530,000

 

 

 

 

 

 

 

 

 

 

(b)

Percent of class:   8.0%

 

 

 

 

 

 

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

 

 

 

 

 

 

(i)

 

Sole power to vote or direct the vote:   -0-

 

 

(ii)

Shared power to vote or direct the vote:   7,530,000

 

 

(iii)

Sole power to dispose or direct the disposition:   -0-

 

 

(iv)

Shared power to dispose or direct the disposition:   7,530,000

Item 5

 

 

 

 

 

 

 

 

 

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

 

 

 

 

 

Item 6

 

 

 

 

 

 

 

 

 

 

See response to Item 4.

 

 

 

 

 

Item 7

 

 

 

 

 

 

 

 

Not applicable.

 

Item 8

 

 

Not applicable.

 

Item 9

 

 

Not applicable.

 

Item 10

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

Silver Point Capital, L.P.

 

 

 

 

 

 

 

 

By:

/s/ Steven Weiser

 

 

 

Name:

Steven Weiser

 

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

Edward A. Mulé

 

 

 

 

 

 

 

 

By:

/s/ Steven Weiser

 

 

 

Name:

Steven Weiser

 

 

 

Title:

Attorney-in-fact

 

 

 

 

 

 

 

 

Robert J. O'Shea

 

 

 

 

 

 

 

 

By:

/s/ Steven Weiser

 

 

 

Name:

Steven Weiser

 

 

 

Title:

Attorney-in-fact

 

Exhibit

 

Description of Exhibit

 

 

 

Exhibit A

 

Joint Filing Agreement dated February 14, 2018.

 

 

 

Exhibit B

 

Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).

 

 

 

Exhibit C

 

Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.).

 

 

 

 

 

Silver Point Capital, L.P.

 

 

 

 

 

 

 

 

By:

/s/ Steven Weiser

 

 

 

Name:

Steven Weiser

 

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

Edward A. Mulé

 

 

 

 

 

 

 

 

By:

/s/ Steven Weiser

 

 

 

Name:

Steven Weiser

 

 

 

Title:

Attorney-in-fact

 

 

 

 

 

 

 

 

Robert J. O'Shea

 

 

 

 

 

 

 

 

By:

/s/ Steven Weiser

 

 

 

Name:

Steven Weiser

 

 

 

Title:

Attorney-in-fact