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EX-10.6 - PROMISSORY NOTE DATED FEBRUARY 27, 2014 - CNL Healthcare Properties, Inc.d685885dex106.htm
EX-10.5 - PROMISSORY NOTE DATED FEBRUARY 27, 2014 - CNL Healthcare Properties, Inc.d685885dex105.htm
EX-10.3 - PROMISSORY NOTE DATED FEBRUARY 27, 2014 - CNL Healthcare Properties, Inc.d685885dex103.htm
EX-10.4 - PROMISSORY NOTE DATED FEBRUARY 27, 2014 - CNL Healthcare Properties, Inc.d685885dex104.htm
EX-10.2 - AMENDED AND RESTATED PROMISSORY NOTE DATED FEBRUARY 27, 2014 - CNL Healthcare Properties, Inc.d685885dex102.htm
EX-10.1 - AMENDED AND RESTATED PROMISSORY NOTE DATED FEBRUARY 27, 2014 - CNL Healthcare Properties, Inc.d685885dex101.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): February 27, 2014

 

 

CNL Healthcare Properties, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-54685   27-2876363

(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)

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 1.01 Entry into a Material Definitive Agreement.

The information appearing in Item 2.03 of this Current Report is incorporated by reference herein and made a part of this Item 1.01.

 

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Revolving Credit Facility Increase

As previously reported on a Form 8-K filed with the Securities and Exchange Commission on August 11, 2013, CNL Healthcare Properties, Inc. (the “Company”) and its operating partnership, as borrowers, and KeyBank National Association entered into a credit agreement dated as of August 19, 2013 providing for a revolving credit facility in the initial aggregate maximum principal amount of $120,000,000 (as amended on October 18, 2013 the “Credit Agreement”).

As reported on a Form 8-K filed with the Securities and Exchange Commission filed on February 11, 2013, the Credit Agreement was further amended to provide for a modification of (i) the formula for determining line availability attributed to medical office building and senior housing asset classes; (ii) certain occupancy requirements for borrowing base senior housing properties, such modifications to be effective through year-end 2014. In addition; the amendments to the Credit Agreement revised the Company’s minimum consolidated net worth and equity raise requirements.

On February 27, 2014, the Company and its operating partnership exercised a portion of the accordion feature of the revolving credit facility, thereby increasing the aggregate maximum principal amount available for borrowing under the credit facility from $120,000,000 to $240,000,000. The remaining terms of the Credit Agreement, as amended, remain in effect.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1    Amended and Restated Promissory Note dated February 27, 2014, made by CHP Partners, LP and CNL Healthcare Properties, Inc. to KeyBank National Association in the principal amount of $45,000,000.00 (Filed herewith.)
10.2    Amended and Restated Promissory Note dated February 27, 2014, made by CHP Partners, LP and CNL Healthcare Properties, Inc. to Cadence Bank, NA in the principal amount of $30,000,000.00 (Filed herewith.)
10.3    Promissory Note dated February 27, 2014, made by CHP Partners, LP and CNL Healthcare Properties, Inc. to Sun Trust Bank in the principal amount of $45,000,000.00 (Filed herewith.)
10.4    Promissory Note dated February 27, 2014, made by CHP Partners, LP and CNL Healthcare Properties, Inc. to Comerica Bank in the principal amount of $15,000,000.00 (Filed herewith.)
10.5    Promissory Note dated February 27, 2014, made by CHP Partners, LP and CNL Healthcare Properties, Inc. to Seaside National Bank & Trust in the principal amount of $10,000,000.00 (Filed herewith.)
10.6    Promissory Note dated February 27, 2014, made by CHP Partners, LP and CNL Healthcare Properties, Inc. to RBS Citizens, N.A. in the principal amount of $30,000,000.00 (Filed herewith.)

Cautionary Note Regarding Forward-Looking Statements

Certain statements herein that are not statements of historical or current fact may constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbor created by Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans,

 

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expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share net asset value of the Company’s common stock, and/or other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s inability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, the Company cautions you not to place undue reliance on such statements.

Important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the following: risks associated with the Company’s investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; the availability of proceeds from the Company’s offering of its shares; risks of doing business internationally, including currency risks; the Company’s failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s failure to comply with debt covenants; the Company’s inability to identify and close on suitable investments; failure to successfully manage growth or integrate acquired properties and operations; the Company’s inability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; risks related to development projects or acquired property value-add conversions, if applicable, including construction delays, cost overruns, the Company’s inability to obtain necessary permits, and/or public opposition to these activities; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Company’s accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expenses; uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Company’s tax structuring; failure to qualify for and maintain the Company’s REIT qualification; and the Company’s inability to protect its intellectual property and the value of its brand.

For further information regarding risks and uncertainties associated with the Company’s business, and important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the Company’s documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s quarterly reports on Form 10-Q, and the Company’s annual report on Form 10-K, copies of which may be obtained from the Company’s website at www.cnlhealthcareproperties.com.

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.

 

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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: March 4, 2014      

CNL HEALTHCARE PROPERTIES, INC.

a Maryland Corporation

    By:  

/s/ Joseph T. Johnson

      Joseph T. Johnson
     

Chief Financial Officer, Senior Vice President and

Treasurer