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EX-10.1 - SECOND AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS - CNL Healthcare Properties, Inc. | d673229dex101.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 6, 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)
Registrants 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 |
Amendment to Revolving Credit Facility
On February 6, 2014, the Company, its operating partnership and KeyBank National Association entered into a Second Amendment (the Amendment) to that certain Credit Agreement and Other Loan Documents dated as of August 19, 2013 (the Credit Agreement). The Credit Agreement provides for a revolving credit facility in the initial aggregate maximum principal amount of $120,000,000. The Amendment, among other matters, provides for (i) modifying the formula for determining line availability attributed to medical office building and senior housing asset classes and (ii) modifying certain occupancy requirements for borrowing base senior housing properties, such modifications to be effective through year-end 2014. The Amendment also revised the Companys minimum consolidated net worth and equity raise requirements.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
10.1 | Second Amendment to Credit Agreement and Other Loan Documents dated February 6, 2014, by and among CNL Healthcare Properties, Inc., CHP Partners, LP and KeyBank National Association (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 managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Companys 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 Companys common stock, and/or other matters. The Companys forward-looking statements are not guarantees of future performance. While the Companys 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 Companys forward-looking statements are based on managements current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Companys ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Companys 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 Companys 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 Companys 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 Companys offering of its shares; risks of doing business internationally, including currency risks; the Companys failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance the Companys business activities, including refinancing and interest rate risk and the Companys failure to comply with debt covenants; the Companys ability to identify and close on suitable investments; failure to successfully manage growth or integrate acquired properties and operations; the Companys ability 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 Companys inability to obtain necessary permits, and/or public opposition to these activities; competition for properties and/or tenants; defaults
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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 Companys 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 Companys 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 Companys insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Companys tax structuring; failure to qualify for and maintain the Companys REIT qualification; and the Companys ability to protect its intellectual property and the value of its brand.
For further information regarding risks and uncertainties associated with the Companys business, and important factors that could cause the Companys actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Managements Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of the Companys documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Companys quarterly reports on Form 10-Q, and the Companys annual report on Form 10-K, copies of which may be obtained from the Companys website at http://www.cnlhealthcareproperties.com.
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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: February 11, 2014 | CNL HEALTHCARE PROPERTIES, INC. | |||||
a Maryland Corporation | ||||||
By: | /s/ Joseph T. Johnson | |||||
Joseph T. Johnson | ||||||
Chief Financial Officer, Senior Vice President and | ||||||
Treasurer |