4//SEC Filing
KKR Associates REPA L.P. 4
Accession 0001104659-17-055485
CIK 0001378774other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 4:35 PM ET
Size
19.0 KB
Accession
0001104659-17-055485
Insider Transaction Report
Form 4
KKR REPA AIV-1 L.P.
10% Owner
Transactions
- Other
3% Senior Cumulative Preferred Stock, Series C
2017-08-31−1,000→ 0 total(indirect: See Footnotes) - Other
Series B Convt Preferred Units of Sentio Partnership
2017-08-31−1,586,260→ 0 total(indirect: See Footnotes)→ Common Stock (15,830,938 underlying)
Sentinel RE Investment Holdings LP
10% Owner
Transactions
- Other
Series B Convt Preferred Units of Sentio Partnership
2017-08-31−1,586,260→ 0 total(indirect: See Footnotes)→ Common Stock (15,830,938 underlying) - Other
3% Senior Cumulative Preferred Stock, Series C
2017-08-31−1,000→ 0 total(indirect: See Footnotes)
KKR REPA GP LLC
10% Owner
Transactions
- Other
Series B Convt Preferred Units of Sentio Partnership
2017-08-31−1,586,260→ 0 total(indirect: See Footnotes)→ Common Stock (15,830,938 underlying) - Other
3% Senior Cumulative Preferred Stock, Series C
2017-08-31−1,000→ 0 total(indirect: See Footnotes)
KKR Associates REPA L.P.
10% Owner
Transactions
- Other
3% Senior Cumulative Preferred Stock, Series C
2017-08-31−1,000→ 0 total(indirect: See Footnotes) - Other
Series B Convt Preferred Units of Sentio Partnership
2017-08-31−1,586,260→ 0 total(indirect: See Footnotes)→ Common Stock (15,830,938 underlying)
Transactions
- Other
3% Senior Cumulative Preferred Stock, Series C
2017-08-31−1,000→ 0 total(indirect: See Footnotes) - Other
Series B Convt Preferred Units of Sentio Partnership
2017-08-31−1,586,260→ 0 total(indirect: See Footnotes)→ Common Stock (15,830,938 underlying)
Footnotes (6)
- [F1]KAREP Master JV, LLC ("Parent"), KAREP Acquisitions Vehicle, LLC, a wholly owned subsidiary of Parent ("Merger Sub"), the issuer, Sentio Healthcare Properties OP, L.P., the issuer's operating partnership ("Sentio Partnership"), and Sentio Investments, LLC, the issuer's advisor (solely in its capacity as the Stockholders' Representative (as defined in the Merger Agreement)), entered into an Agreement and Plan of Merger, dated as of May 3, 2017 (the "Merger Agreement"), which provides, among other things, for the merger of the issuer with and into Merger Sub (the "Merger"), with Merger Sub to survive the Merger as a wholly owned subsidiary of Parent. The Merger closed on August 31, 2017.
- [F2]In the Merger, Sentinel RE Investment Holdings LP ("Sentinel LP") received: (a) an aggregate of $100,000 in cash for the 1,000 shares of 3% Series C Senior Cumulative Preferred Stock of the issuer held by Sentinel LP ($100 per share), and (b) an aggregate of $220,989,221 in cash for the 1,586,260 Series B Convertible Preferred Units of Sentio Partnership (the "Series B Preferred Units") held by Sentinel LP (approximately $139.31 per unit).
- [F3]These securities are held directly by Sentinel LP. Sentinel RE Investment Holdings GP LLC is the general partner of Sentinel LP. KKR REPA AIV-1 L.P. is the managing member of Sentinel RE Investment Holdings GP LLC. KKR Associates REPA L.P. is the general partner of KKR REPA AIV-1 L.P. KKR REPA GP LLC is the general partner of KKR Associates REPA L.P. KKR Fund Holdings L.P. is the sole member of KKR REPA GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P.
- [F4]Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
- [F5]Each of Sentinel RE Investment Holdings GP LLC, KKR REPA AIV-1 L.P., KKR Associates REPA L.P., KKR REPA GP LLC, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by Sentinel LP. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- [F6]Represents Series B Convertible Preferred Units of Sentio Partnership. Subject to the terms of the Second Amended and Restated Limited Partnership Agreement of Sentio Partnership, dated as of August 5, 2013, entered into by and among the issuer, HPC LP TRS, LLC, and Sentinel LP, Sentinel LP had the right to convert the 1,586,260 Series B Preferred Units into 15,830,938 common units of Sentio Partnership, which were then exchangeable for shares of the issuer's common stock on a one-for-one basis.
Documents
Issuer
Sentio Healthcare Properties Inc
CIK 0001378774
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001589606
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 4:35 PM ET
- Size
- 19.0 KB