Chiron Real Estate Inc. 8-K

What Happened

• Chiron Real Estate Inc. (XRN) filed an 8‑K reporting the issuance of 1,000,000 shares of 6.00% Series C Convertible Preferred Stock at $100.00 per share for gross proceeds of approximately $100,000,000 (Series C Private Placement). The Company contributed those proceeds to its operating partnership and received 1,000,000 Series C Convertible Preferred Units under a Seventh Amendment to the Operating Partnership agreement (filed May 28, 2026).
• On June 1, 2026, the Company closed two acquisitions from affiliates of Silverstone Senior Living: The Landing Alexandria for $130.0 million and The Riviera Alexandria for $118.9 million (total $248.9 million). Both properties will be operated as senior housing operating properties (SHOP) and are managed by an affiliate of Greystone Communities under a management agreement.
• The transactions were financed with (a) cash on hand, (b) proceeds from the Series C Private Placement, and (c) proceeds from the Company’s Credit Facility. The Company also filed Articles Supplementary on May 28, 2026 to designate the Series C Preferred Stock and set related distribution and redemption restrictions.

Key Details

• Series C: 1,000,000 shares issued at $100.00 per share; 6.00% dividend rate; gross proceeds ≈ $100,000,000. Issuance relied on exemptions under Section 4(a)(2) and Rule 506 of Regulation D.
• Operating Partnership change: Seventh Amendment created Series C Convertible Preferred Units in the OP; Company received 1,000,000 Series C Preferred Units in exchange for contributing the Series C proceeds to the OP.
• Acquisitions: The Landing — $130.0M; The Riviera — $118.9M; both closed June 1, 2026; third‑party operator: Greystone Communities affiliate.
• Corporate filing: Articles Supplementary filed May 28, 2026 to designate Series C Preferred; certain distribution/redemption rights for junior or pari‑passu stock are restricted if Series C distributions are not declared.

Why It Matters

• Funding and growth: The Series C private placement provided $100M of capital that, together with existing cash and credit, funded the company’s two property acquisitions totaling $248.9M — a clear use of proceeds to expand Chiron’s SHOP portfolio in Alexandria, VA.
• Capital structure and investor impact: The new Series C preferred shares/units carry a fixed dividend and have priority features that can limit common‑equity distributions if Series C dividends aren’t declared. That affects cash available to common shareholders and alters the company’s capital priorities.
• Operational outlook: Both properties will be operated by a third‑party manager (Greystone), so near‑term operational responsibility lies with an experienced operator; Chiron treated the properties as SHOP assets rather than triple‑net leases.

Note: The company said required financial statements and pro forma information related to the acquisitions will be filed by amendment within 71 days.