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EX-99.1 - PRESS RELEASE - CNL LIFESTYLE PROPERTIES INCdex991.htm

 

 

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

Date of Report (Date of earliest event reported): January 10, 2011

 

 

CNL Lifestyle Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-51288   20-0183627

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification no.)

450 South Orange Ave.

Orlando, Florida

  32801
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (407) 650-1000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 2.01 Completion of Acquisition or Disposition of Assets

Senior Living Communities

On January 10, 2011, we acquired an ownership interest in 29 senior living facilities (the “Communities”). As previously reported on our Form 8-K filed on December 10, 2010, we entered into agreements with US Assisted Living Facilities III, Inc., an affiliate of an institutional investor (“Seller”), and Sunrise Senior Living Investments, Inc. (“Sunrise”) to acquire the Communities through a new joint venture formed by us and Sunrise (the “Sunrise Venture”), valued at approximately $630.0 million. We acquired sixty percent (60%) of the membership interests in the Sunrise Venture for an equity contribution of approximately $134.3 million, including certain transactional and closing costs. Sunrise contributed cash and its interest in the previous joint venture with Seller (the “Old Venture”) for a forty percent (40%) membership interest in the Sunrise Venture. The Sunrise Venture obtained $435.0 million in loan proceeds from new debt financing, a portion of which was used to refinance the existing indebtedness encumbering the Communities, and acquired all of Seller’s interests in the Old Venture that owned the Communities for a total purchase price of approximately $261.7 million.

The 29 Communities, which are listed below, include a total of 2,082 residential units with an average occupancy rate of approximately 87.5% as of November 30, 2010.

 

Community

  

Location

   Residential Units
Alta Loma    Rancho Cucamonga, California    59
Basking Ridge    Baskin Ridge, New Jersey    77
Belmont    Belmont, California    78
Chesterfield    Chesterfield, Missouri    74
Claremont    Claremont, California    54
Crystal Lake    Crystal Lake, Illinois    58
Dix Hills    Dix Hills, New York    76
East Meadow    East Meadow, New York    82
East Setauket    East Setauket, New York    82
Edgewater    Edgewater, New Jersey    70
Flossmoor    Flossmoor, Illinois    62
Gahanna    Gahanna, Ohio    50
Gurnee    Gurnee, Illinois    59
Holbrook    Holbrook, New York    79
Huntington Common    Kennebunk, Maine    180
Lincroft    Lincroft, New Jersey    60
Marlboro    Marlboro, New Jersey    63
Montgomery Village    Montgomery Village, Maryland    141
Naperville North    Naperville, Illinois    77
Plainview    Plainview New York    51
Roseville    Roseville, Minnesota    77
Schaumburg    Schaumburg, Illinois    82
Silver Spring    Silver Spring, Maryland    65
Tustin    Santa Ana, California    48
University Park    Colorado Springs, Colorado    53
West Babylon    West Babylon, New York    79
West Bloomfield    West Bloomfield, Michigan    52
West Hills    West Hills, California    65
Weston    Weston, Massachusetts    29


The Sunrise Venture owns fee simple interests in the Communities, except for the Belmont, East Meadow and Lincroft Communities, which are leasehold interests. Sunrise will continue to operate and manage the Communities subject to a long-term management contract.

The Sunrise Venture obtained $435.0 million in mortgage financing from Goldman Sachs Lending Partners, LLC which is collateralized by the Communities. The non-recourse loan has a three-year term and a fixed-interest rate of 6.76% requiring monthly interest-only payments with all principal due upon maturity.

Under the terms of our venture agreement with Sunrise, we receive a preferred return on our invested capital for the first six years and share control over major decisions with Sunrise. Sunrise holds the option to buy out our interest in the venture in years three through six at a price which would provide us with a thirteen to fourteen percent internal rate of return.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

Financial statements for the transactions described in Item 2.01 above will be filed under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial report on Form 8-K is filed, as applicable.

 

(b) Pro Forma Financial Information.

Pro forma financial information for the transactions described in Item 2.01 above will be filed under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial report on Form 8-K is filed, as applicable.

 

(c) Not applicable.

 

(d) Exhibits.

 

  99.1 Press Release dated January 11, 2011.

Certain statements in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Given these uncertainties, the Company cautions investors and potential investors not to place undue reliance on such statements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 11, 2011   CNL LIFESTYLE PROPERTIES, INC.
   

/s/ Joseph T. Johnson

    Name:   Joseph T. Johnson
    Title:   Senior Vice President and
      Chief Accounting Officer