Sentio Non-Traded REIT Sets Date for Merger Vote
Sentio Healthcare Properties Inc., a publicly registered non-traded real estate investment trust, is holding a special meeting of stockholders where investors will vote on a potential merger with and into an affiliate of Kayne Anderson Real Estate Advisors, the real estate private equity arm of Kayne Anderson Capital Advisors L.P. The meeting is scheduled on August 10th at 10:00 a.m. at the Sentio’s corporate office in Orange, Florida.
Under the terms of the agreement, which was unanimously approved by the Sentio board, Kayne Anderson Advisors will acquire all of the outstanding shares of Sentio in an all-cash transaction valued at $825 million.
Sentio stockholders will receive no less than $14.37 per share in cash at the closing of the merger; up to an additional $0.55 per share in cash at the closing of the merger based upon final pricing calculations; and one contingent value right for each share of common stock of Sentio held. Shares of the non-traded REIT were originally sold for $10.00 each, and the company has an estimated net asset value per share of $12.45, as of December 31, 2015.
The contingent value right represents a proportionate interest in up to an additional $8.76 million that could be released in three years. Should the maximum amount of funds in the escrow be released to the stockholders, the result would be up to an additional $0.29 per share in cash.
The resulting range of total cash consideration to the stockholders is between $14.37 and $15.21 per share. Sentio’s current estimate payable per share of common stock at closing is $14.65 per share. The amount to be received at the closing of the merger will be set by Kayne and Sentio two business days prior to the special stockholder meeting called to approve the proposed merger transaction.
If the transaction is approved, it is expected to close in the third quarter of 2017.
Sentio Healthcare Properties invests in healthcare-related real estate. The offering was declared effective in June 2008 and closed in April 2011 after raising $132 million in investor equity, according to Summit Investment Research. As of December 31, 2016, the company owned 35 properties with a purchase price of $537 million.
Kayne Anderson Real Estate Advisors is a real estate private equity investor in off-campus student housing, senior housing and medical office buildings. The company is part of Kayne Anderson Capital Advisors, a $26 billion alternative investment management firm.
