Kayne Anderson Real Estate Advisors to Acquire KKR-Backed Sentio Healthcare Properties in an $825M Transaction

5/4/17

Portfolio of 34 Assets Represents a Geographically Diverse Set of Senior Housing and Medical Office Buildings

Kayne Anderson Real Estate Advisors, the real estate private equity arm of Kayne Anderson Capital Advisors, L.P., Sentio Healthcare Properties, Inc, Sentio Investments, LLC and KKR (NYSE: KKR) today announced a definitive merger agreement under which affiliates of KAREA will acquire Sentio by way of merger. Under the terms of the agreement, which was unanimously approved by the board of directors of Sentio, KAREA will acquire all of the outstanding shares of Sentio in an all-cash transaction based on an estimated total asset value of $825 million.

Sentio is a public, non-listed real estate investment trust, externally advised by Sentio Investments, with a portfolio of 34 properties including senior housing communities and medical office buildings in 16 states across the U.S. Under the terms of the agreement, Sentio stockholders will receive: (i) no less than $14.37 per share in cash at the closing of the merger; (ii) up to an additional $0.55 per share in cash at the closing of the merger based upon final pricing calculations; and (iii) one contingent value right for each share of common stock of Sentio held. The contingent value right represents a proportionate interest in up to an additional $8.76 million (subject to certain increases under the terms of the agreement) that could be released at the end of three years subject to reduction as a result of certain indemnification rights of KAREA under the merger agreement. 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 (subject to certain increases under the terms of the merger agreement). Sentio’s current estimate of the amount 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 KAREA and Sentio two business days prior to the special stockholder meeting called to approve the proposed merger transaction.

“This exceptional outcome for our stockholders would not have been possible without our operating partners delivering outstanding resident and patient care each day in our communities. We have always viewed that as the key to strong results in this industry,” said John Mark Ramsey, CEO of the REIT and the Advisor. “This transaction validates the board’s goal of optimizing stockholder value by establishing a unique partnership between our operating partners, Sentio Investments, and KKR, an industry leading global investment firm. KKR’s partnership, along with their industry and capital markets expertise, has been a valuable asset to the Company and its stockholders.”

"The addition of the high-quality Sentio assets further solidifies KAREA’s position as one of the largest owners of healthcare real estate with a strong composition of premier assets,” said David Selznick, Chief Investment Officer of KAREA. “This acquisition represents a compelling opportunity for KAREA to create value through property renovations, facility expansions and other operational enhancements. We are pleased to be building off of the success that Sentio has had with the portfolio and its operators, and believe that this transaction will enable us to continue to generate best-in-class returns for our investors.”

“We have been fortunate for the opportunity to support John Mark and his impressive team at Sentio over the last four years, and we are proud of the results. Sentio and its talented operating partners have delivered high quality care to thousands of American seniors, allowing the Company to triple in size and achieve outsized shareholder returns since our 2013 commitment. And we are pleased to be leaving the Company and its communities on even stronger footing, under the highly capable stewardship of Kayne Anderson,” said Billy Butcher, Member of KKR.

Approvals and Timing

Completion of the transaction is subject to the approval of the Sentio stockholders and satisfaction of various closing conditions. The transaction is currently expected to close in the third quarter of 2017.

Pending the closing of the merger, Sentio expects to continue to declare and pay customary common and preferred stock dividends and distributions through the actual closing date of the merger.

Advisors

Citigroup Global Markets Inc. and Holliday Fenoglio Fowler, L.P. acted as financial advisors to KAREA, Hogan Lovells US LLP acted as corporate legal advisor and Greenberg Traurig, LLP acted as real estate legal advisor. Robert A. Stanger & Co., Inc. and UBS Investment Bank acted as financial advisors to Sentio. Latham & Watkins LLP, Foley & Lardner LLP and DLA Piper acted as legal advisors to Sentio. Simpson Thacher & Bartlett LLP acted as legal advisor to KKR.

About Sentio Healthcare Properties, Inc.

Sentio Healthcare Properties, Inc. is a public, non-listed, real estate investment trust, which invests exclusively in healthcare-related real estate, and is committed to delivering strong and reliable returns to investors. The Company features a diversified portfolio of senior housing and medical properties throughout the United States. The Company's portfolio offers diversity in many areas including asset type, geographic location, operators and payor mix. The REIT is led by a team of healthcare real estate industry veterans at Sentio Investments, LLC, the REIT's advisor, with the core industry objective of tailoring a capital structure that complements the operating platform of developers and owner/operators, recognizing that each is unique in its approach and service to the healthcare industry.

About Sentio Investments, LLC

Sentio Investments, LLC is led by industry veterans committed to offering flexible real estate capital solutions for medical facility and senior housing developers and owner operators. Over the past few years, the partners have executed over $800M in healthcare investments across US markets. Collectively, Sentio principals have over 40 years of experience acquiring, asset managing, and divesting healthcare real estate.

About Kayne Anderson Real Estate Advisors

Kayne Anderson Real Estate Advisors (KAREA) is a leading real estate private equity investor in off-campus student housing, senior housing and medical office buildings. KAREA has raised dedicated real estate private equity funds totaling approximately $5 billion in commitments. KAREA is part of Kayne Anderson Capital Advisors, L.P., a $26 billion alternative investment management firm (AUM as of 3/31/17) with more than 30 years of successful experience in the energy, infrastructure, growth capital, real estate, middle market credit and distressed municipal sectors. For more information, visit http://www.kaynecapital.com/ strategies/real-estate- private-equity.

About KKR

KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world‐class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners' capital and brings opportunities to others through its capital markets business. References to KKR's investments may include the activities of its sponsored funds. For additional information about KKR & Co. L.P. (NYSE:KKR), please visit KKR's website at www.kkr.com and on Twitter @KKR_Co.

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