8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2012

CNL Healthcare Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	333-168129	27-2876363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification no.)
450 South Orange Ave.
Orlando, Florida		32801
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (407) 650-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Properties.

On February 16, 2012, CNL Healthcare Trust, Inc. (the “Company”) acquired from affiliates of Primrose Retirement Communities, LLC, a senior housing developer and operator that is not affiliated with the Company (“Primrose”), five senior living facilities (each, a “Community” and, collectively, the “Communities”) for a purchase price of $84,050,000 (the “Purchase Price”), exclusive of closing costs. As previously reported in the Company’s current report on Form 8-K filed on December 20, 2011, the Company entered into an asset purchase agreement with respect to these properties on December 15, 2011.

The Company, through five separate subsidiaries each formed to own a Community (each, a “Senior Living Subsidiary” and, collectively, the “Senior Living Subsidiaries”), owns fee simple interests in each of the Communities, which are listed below. The Communities feature a total of 394 residential units.

Community	Location	Residential Units
Primrose of Casper	Casper, Wyoming	88
Primrose of Billings	Billings, Montana	76
Primrose of Grand Island	Grand Island, Nebraska	68
Primrose of Mansfield	Mansfield, Ohio	82
Primrose of Marion	Marion, Ohio	80

Each of the Communities will be operated by an affiliate of Primrose under a long-term lease agreement with the Company. The average age of the Communities is approximately five years.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 16, 2012, CHT Partners, LP, the operating partnership of the Company, and the Senior Living Subsidiaries (the “Borrowers”) entered into a Secured Loan Agreement with KeyBank National Association (the “Lender”), providing for a one-year senior secured facility in the original aggregate principal amount of $71,400,000 (the “Loan”). The Loan matures on February 16, 2013. The Loan is collateralized by first priority mortgages and deeds of trust on all real property of the Communities and by an assignment of all leases and agreements of the Borrowers relating to the use and occupancy of the Communities, as well as a lien on a corporate operating account maintained by the Lender for CHT Partners, LP, into which the Lender may sweep the proceeds of operating accounts each Senior Living Subsidiary is required to maintain with the Lender. The Company has guaranteed the Loan pursuant to a full recourse payment and performance guaranty in favor of Lender.

Interest and principal on the Loan are payable monthly. Each monthly principal installment is equal to 50% of the Company’s net offering proceeds from its current stock offering. Additionally, on or before the six month anniversary of the Loan, Borrowers are required to pay Lender an amount sufficient to reduce the aggregate outstanding principal balance under the Loan to an amount that would (i) cause the lesser of the (a) ratio of the outstanding principal Loan amount to the leased fee value of the Communities (as determined by appraisals received in connection with the Loan closing) and (b) the ratio of the outstanding principal Loan amount to the aggregate costs for the Communities (as determined as of the Loan closing) to be less than or equal to 65%, and (ii) result in a debt service coverage of not less than 1.40 to 1.0 as determined by Lender in its sole but reasonable discretion (the date such paydown is achieved being the “Performance Date”). The Company anticipates that compliance with this obligation will require the Borrowers to reduce the aggregate outstanding principal balance under the Loan by approximately $17,400,000 to approximately $54,000,000.

From loan closing until the date that the Loan has been reduced to approximately $54,000,000, the Loan will bear interest at a rate equal to LIBOR plus 6%. From the Performance Date through maturity, the Loan shall bear interest at a rate equal to LIBOR plus 3.25%. Commencing March 1, 2012 and until the Performance Date, the Company and the Borrowers are required to raise not less than $10,000,000 in equity as additional capital during each three month period. The additional capital will be deposited into a restricted account maintained by Lender and pledged as additional collateral for the Loan. So long as the Borrowers are not in default and Borrowers and the Company have raised such $10,000,000 in additional capital over the immediately preceding three month period, up to 50% of the aggregate monthly net offering proceeds may be used for acquisitions approved by the Lender, reasonable and customary costs and expenses, and for cash distributions. Failure to meet the additional capital raise obligation will not cause an event of default but so long as such failure exists, the Company may only use proceeds from the account subject to an approved quarterly budget for offering costs, interest and principal due on the Loan, cash distributions, acquisitions and other uses approved by the Lender. Additionally, until the Performance Date, the failure of the Company and the Borrowers to raise less than $3,500,000 during each three month period is an event of default under the Loan whereby the Lender may take all funds deposited in the restricted account and apply them to the Loan. The Borrowers will be permitted to make equity distributions as, and in an amount, necessary to maintain the Company’s status as a real estate investment trust, whether or not an event of default exists.

The Borrowers may prepay the Loan at any time, without prepayment penalty.

The Loan contains affirmative, negative and financial covenants customary for of the type, including limitations on incurrence of additional indebtedness, restrictions on distributions, minimum occupancy at the Communities, debt service coverage and minimum tangible net worth. The Loan also contains customary events of default relating to the Borrower and the Company.

Cautionary Statement

Certain statements in this document may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). CNL Healthcare Trust, Inc. (herein also referred to as the “Company”) intends that all such forward-looking statements be covered by the safe-harbor provisions for forward-looking statements of Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable.

All statements, other than statements that relate solely to historical facts, including, among others, statements regarding the Company’s future financial position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should,” “continues,” “pro forma” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by such forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to, the factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and other documents filed from time to time with the Securities Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The required financial statements for the transaction described in Item 2.01 above will be filed under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The required pro forma financial information for the transaction described in Item 2.01 above will be filed in accordance with Article 11 under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.

(d) Exhibits

99.1 Press Release dated February 20, 2012 (Filed herewith.)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 21, 2012	CNL HEALTHCARE TRUST, INC.
	/s/ Joseph T. Johnson
	Name:	Joseph T. Johnson
	Title:	Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Release

For information contact:

Lisa Schultz

Chief Communications and Human Capital Officer

CNL Financial Group

(407) 650-1223

CNL HEALTHCARE TRUST ACQUIRES FIVE SENIOR HOUSING PROPERTIES

FOR $84 MILLION

— Real estate investment offering completes first acquisition —

(ORLANDO, Fla.) Feb. 20, 2012 — CNL Healthcare Trust, Inc., a real estate investment offering focused on senior housing and healthcare properties, announced its first acquisition of five senior housing communities from affiliates of Primrose Retirement Communities, LLC (“Primrose”) for approximately $84 million.

The acquisition represents a total of 394 senior housing units, all of which were built between 2004 and 2007. Purchased communities include Casper Senior Living in Casper, Wyo., Grand Island Senior Living in Grand Island, Neb., Sweetwater Senior Living in Billings, Mont., Marion Senior Living in Marion, Ohio and Mansfield Senior Living in Mansfield, Ohio. Primrose will continue to operate the communities under a long-term triple net lease. As of Feb. 12, 2012, the communities were 95 percent occupied.

Grand Island Primrose Community in Grand Island, Neb.

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Page 2/ CNL Healthcare Trust Acquires Five Senior Housing Properties for $84 Million

“We are thrilled to complete our first acquisition with Primrose, which has a successful track record of developing and operating high quality senior housing communities,” said Stephen H. Mauldin, president and chief operating officer of CNL Healthcare Trust. “We believe senior housing and other healthcare assets provide an excellent opportunity for our investors as the aging population and rising healthcare costs are expected to continue to drive demand for well-positioned and well-managed real estate assets.”

Billings Sweetwater Retirement Community in Billings, Mont.

Founded in 1989 and headquartered in Aberdeen, S.D., Primrose prioritizes comfort, care and security for its residents and offers desirable amenities such as libraries, movie theaters, fitness centers, ice cream parlors and pubs.

“Since inception, we have strived to build and develop healthy and enjoyable living environments for our residents at each Primrose community,” said Jim Thares, Primrose founder. “And we are confident that CNL Healthcare Trust is devoted to facilitating our vision and goal, and has the capacity and resources to expand the success of each community.”

CNL Healthcare Trust intends to build a diversified portfolio of senior housing and healthcare properties, including assisted living and memory care facilities, continuing care retirement centers and medical office buildings.

Note to editors: Additional property photos are available upon request.

About CNL Healthcare Trust

CNL Healthcare Trust, Inc., formerly CNL Properties Trust, Inc., is an investment offering that will seek to acquire properties in the senior housing and healthcare sectors, although it may also acquire other income-producing properties. The company intends to qualify as a non-traded real estate investment trust. CNL Financial Group, LLC is the sponsor of CNL Healthcare Trust. For more information, visit www.CNLHealthcareTrust.com.

Forward-Looking Statements

Certain statements in this document may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). CNL Healthcare Trust (herein also referred to as the “Company”) intends that all such forward-looking statements be covered by the safe-harbor provisions for forward-looking statements of Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable.

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Page 3/ CNL Healthcare Trust Acquires Five Senior Housing Properties for $84 Million

All statements, other than statements that relate solely to historical facts, including, among others, statements regarding the Company’s future financial position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should,” “continues,” “pro forma” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by such forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to, the factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, and other documents filed from time to time with the U.S. Securities and Exchange Commission.

Many of these factors are beyond the Company’s ability to control or predict. Such factors include, but are not limited to: changes in general economic conditions in the U.S. or globally (including financial market fluctuations); risks associated with our investment strategy; risks associated with the real estate markets in which the Company invests; risks associated with the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s failure to comply with its debt covenants; the Company’s failure to obtain, renew or extend necessary financing or to access the debt or equity markets; competition for properties and/or tenants in the markets in which the Company engages in business; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the Company’s ability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to development projects or acquired property value-add conversions, if applicable (including construction delays, cost overruns, the Company’s inability to obtain necessary permits and/or public opposition to these activities); defaults on or non-renewal of leases by tenants; failure to lease properties at all or on favorable rents and terms; unknown liabilities in connection with acquired properties or liabilities caused by property managers or operators; the Company’s failure to successfully manage growth or integrate acquired properties and operations; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expense items and costs, uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding or potential litigation; risks associated with the Company’s tax structuring; the Company’s failure to qualify and maintain its status as a real estate investment trust and the Company’s ability to protect its intellectual property and the value of its brands.

Management believes these forward-looking statements are reasonable; however, such statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and the Company may not be able to realize them. Investors are cautioned not to place undue reliance on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.

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