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SENTIO HEALTHCARE PROPERTIES INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities

June 20, 2014



ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.

Sale of Preferred Units in our Operating Partnership

On June 18, 2014, in connection with the funding of a tender offer by Sentio Healthcare Properties, Inc. (the "Company," "we" or "us") for shares of Company common stock, a purchase of securities (the "Put Exercise") was completed by Sentinel RE Investment Holdings, LP, an affiliate of Kohlberg Kravis Roberts & Co., (the "Investor") pursuant to the Securities Purchase Agreement (as amended, the "Purchase Agreement") dated as of February 10, 2013 between us, Sentio Healthcare Properties OP, L.P. (our "Operating Partnership"), and the Investor. The Purchase Agreement and the transactions contemplated thereunder were previously reported in the Company's Current Report on Form 8-K (the "Prior 8-K") filed with the Securities and Exchange Commission on February 12, 2013.

Pursuant to the Put Exercise, the Investor purchased the following securities for an aggregate purchase price of $8.7 million:

87,260 newly-issued Series B Convertible Preferred Units of limited partnership interest of the Operating Partnership (the "Series B Preferred Units"), which are convertible into approximately 870,858 shares of the Company's common stock at the currently effective conversion price.



After giving effect to the Put Exercise, 1,164,740 Series B Preferred Units remain issuable under the Purchase Agreement. The obligation of the Investor to purchase additional Series B Preferred Units under the Purchase Agreement is conditioned upon, among other things, the receipt of notice from us of the intention to sell a specified amount of securities to the Investor to finance a proposed real estate acquisition. The Company has invested the net proceeds from the Put Exercise to purchase the outstanding shares of common stock accepted pursuant to the tender offer.

Disclosure concerning the other terms and conditions of the Series B Convertible Preferred Operating Partnership units, the transfer and registration thereof and the covenants in the Purchase Agreement and the related agreements is incorporated herein by reference from the Prior 8-K. The above summary of the issue of the Series B Preferred Units does purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and related agreements attached to on the Prior 8-K as Exhibits 10.1, 10.2 and 10.3, and incorporated by reference herein.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.

The Put Exercise was made pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated by the SEC thereunder. The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.


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Source: Edgar Glimpses


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