CNL HEALTH PROPERTIES, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)


Item 1.01 Conclusion of a Material Definitive Agreement

The information appearing in section 2.03 of this current report is incorporated by reference herein and forms part of this section 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant

KeyBank Term Loan Agreement

As previously noted in its current report on Form 8-K filed on May 15, 2019, the Company’s operating partnership, CHP, LP partners (the “Operating Company”), as borrower, National KeyBank Association (“KeyBank”) and certain participating lenders entered into a credit agreement (the “Credit Agreement”), which credit agreement provided for both (i) a $ 250 million senior unsecured revolving credit facility (the “Revolving Credit Facility”) and (ii) a
$ 265 million Senior unsecured term loan facility (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Facilities”).

At September 24, 2021, the Operating partnership, Key bank and certain participating lenders (the “Lenders”) entered into a new term loan agreement (the “Term Loan Agreement”), which term loan agreement provided for a $ 150 million senior unsecured term loan facility to complement and form part of the facilities (the “New Term Loan Facility”).

The new term loan facility has an initial term that coincides with the facilities, maturing May 15, 2024, subject to a 12-month extension. The Company is required to pay a fee of 0.125% of the amount of the commitment under the new term loan facility for the extension. The new term loan facility is prepayable at any time, in whole or in part, without fees or penalties. The term loan agreement provides that the Operating partnership and the Company must comply with certain restrictive covenants relating to the Company, including, without limitation, a leverage ratio less than or equal to 60%, a fixed charge coverage ratio at a level equal to or greater than 1 , 50 to 1.0, a consolidated net worth not less than $ 900 million, and a guaranteed debt / gross asset value ratio of 40% or less.

When signing the term loan agreement, the Company paid fees to Key bank
and other participating lenders totaling approximately $ 700,000 and will pay
CNL Health Corp., the advisor of the Company, a refinancing commission of approximately
$ 1.5 million.

In connection with the term loan agreement, the Company and certain other subsidiaries (the “Guarantors”) entered into a guarantee in favor of the lenders under which each has guaranteed the payments to the lenders due under the term loan agreement. and related tickets.

For more information on the facilities, see the company’s current report on Form 8-K filed on May 15, 2019.

Item 9.01 Financial statements and supporting documents

(d) Exhibitions

10.1 Term loan agreement by and between CHP, LP partners, as a borrower, National KeyBank Association, as administrative agent and lender, and certain other lenders as of September 24, 2021.

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10.2 Term note made by CHP, LP partners to the principal amount of $ 35 million
in favor of National KeyBank Association dated September 24, 2021.

10.3 Guarantee by and between the Guarantors in favor of the Lenders referred to in the Term Loan Agreement dated September 24, 2021.

10.4 List of omitted documents.

104 Interactive cover page data file (integrated into the Inline XBRL document

Caution Regarding Forward-Looking Statements

Statements in this current report on Form 8-K that are not statements of historical fact, including statements about the supposed value of the company’s common stock, constitute “forward-looking statements” within the meaning of Federal Private Securities. Litigation Reform Act of 1995 The Company intends that these forward-looking statements will be subject to the safe harbor rules 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 understanding, intentions, beliefs, plans, expectations, assumptions and / or predictions regarding the future of the Company’s business and performance, economic performance statements, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are generally identified by words such as “believes”, “expects”, “anticipates”, “intention”, “estimates”, “plans”, “continues”, “pro forma”, “May”, “”, “” seek “,” should “and” could “, and words and terms of similar substance in connection with discussions on future operational or financial performance, business strategy and portfolios, outlook growth forecasts, cash flows, financing costs and requirements, procedures, amount and timing of expected future distributions, estimated value per share of the Company’s common stock and other matters. The Company’s forward-looking statements are not guarantees of future performance. Although the management of the Company believes that its forward-looking statements are reasonable, such statements are inherently subject to uncertainty and to changes in the environment. onstances. As with any projection or forecast, forward-looking statements necessarily depend on assumptions, data and / or methods which may be incorrect or imprecise and may not be realized. The Company’s forward-looking statements are based on management’s current expectations and on various risks, uncertainties and other factors, many of which extend beyond the Company’s inability to control or forecast with precision. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, the actual results of the Company could differ materially from those stated in the forward-looking statements due to various risks, uncertainties and other factors.

For further information regarding the risks and uncertainties associated with the Company’s business, and the important factors that could cause the Company’s actual results to differ materially from those expressed or implied in its forward-looking statements, please refer to refer to the factors listed and described in the “Management’s Discussion” and Analysis of Financial Condition and Results of Operations “and” Risk Factors “sections of the Company’s documents filed from time to time with the Security and Trade 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 can be obtained from the Company’s website at the address http://www.cnlhealthcareproperties.com.

All written and oral forward-looking statements attributable to the Company or to persons acting on its behalf are fully qualified by these cautionary statements. Forward-looking statements speak only as of the date on which they are made; the Company assumes no obligation and expressly disclaims any obligation to update or revise its forward-looking statements to reflect new information, changed assumptions, the occurrence of subsequent events or changes in future operating results over time. time, unless otherwise provided by law.

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