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

August 19, 2014



ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.

Sale of Preferred Units in our Operating Partnership

On August 13, 2014, in connection with the anticipated acquisition by Sentio Healthcare Properties, Inc. (the "Company," "we" or "us") of St. Andrews Village, 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 (the "Purchase Agreement") dated as of February 10, 2013, as amended, 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 $12.7 million:

127,310 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 1,270,559 shares of the Company's common stock at the currently effective conversion price.



After giving effect to the Put Exercise, 1,124,690 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 will invest the net proceeds from the Put Exercise to acquire St. Andrews Village.

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 not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and related agreements attached to 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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