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): June 4, 2012

CNL Healthcare Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-54685	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)

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 1.01 Entry into a Material Definitive Agreement

On June 4, 2012, CNL Healthcare Trust, Inc. (“we” or the “Company”), through CHT Partners, LP, the Company’s operating partnership and wholly-owned subsidiary, entered into a transfer agreement (the “Transfer Agreement”) with Sunrise Senior Living Investments, Inc. (“Sunrise”), and Sunrise Senior Living Management, Inc. Pursuant to the Transfer Agreement, in exchange for a contribution of approximately $56,800,000 plus the Company’s pro rata share of certain shared expenses (the “Contribution”), at closing the Company will acquire a 55% membership interest in CHTSUN Partners IV, LLC (the “Joint Venture”), which interest is subject to adjustment but in no event will be less than 51%. The remaining membership interest will be held by Sunrise in exchange for Sunrise’s contribution to the Joint Venture of 100% of its interest in certain predecessor companies that formerly owned the assets to be owned by the Joint Venture plus Sunrise’s pro rata share of certain shared expenses. At closing, the Joint Venture will own the following seven senior housing properties valued at $226.1 million (the “Communities”):

Community	Location	Units
Sunrise of Santa Monica	Santa Monica, CA		70
Sunrise on Connecticut Avenue	Washington, D.C.		100
Sunrise at Siegen	Baton Rouge, LA		79
Sunrise of Metairie	Metairie, LA		72
Sunrise of Gilbert	Gilbert, AZ		144
Sunrise of Louisville	Louisville, KY		80
Sunrise at Fountain Square	Lombard, IL		142

It is anticipated that Sunrise Senior Living Management, Inc., an affiliate of Sunrise, will continue to operate and manage the Communities, which have a combined total of 687 units under a long-term management contract. The average age of the Communities is just under five years, and the majority of Communities are located in or near metropolitan areas.

The Communities had an average occupancy rate of 85.3% as of March 31, 2012. The Joint Venture will own fee simple interests in the Communities.

Concurrently with the closing of the transactions contemplated by the Transfer Agreement, the Company and Sunrise intend to enter into a new joint venture agreement (“Venture Agreement”) governing the terms of the Joint Venture. Immediately following the closing of the transactions contemplated by the Transfer Agreement, the Joint Venture will distribute approximately $5 million to Sunrise pursuant to the terms of the proposed Venture Agreement.

Subject to certain restrictions, under the terms of the proposed Venture Agreement, Sunrise will have the right to purchase, at Sunrise’s option, 100% of the Company’s interest in the Joint Venture in years one and two and years four through seven.

The Company and Sunrise are pursuing refinancing of five of the Communities and a modification of existing financing to be secured by two of the Communities: Sunrise of Santa Monica and Sunrise of Connecticut Avenue (such refinancing and modification is collectively referred to as the “Refinancing”). Approximately $49,670,000 of the Contribution will be used at closing of the transactions to pay in full an existing financing encumbering five of the Communities. At closing of the transactions contemplated by the Transfer Agreement and the Venture Agreement, the Joint Venture is expected to have approximately $125 million of indebtedness collateralized by the seven Communities.

The Company is pursuing mezzanine financing to finance the Company’s payment of the Contribution (the “Mezzanine Financing”). If such Mezzanine Financing is not obtained on terms satisfactory to the Company, the Company may terminate the Transfer Agreement, in which event the Company will be required to reimburse Sunrise up to an aggregate of $4,000,000 in transaction costs.

In connection with the execution of the Transfer Agreement, the Company is required to deposit into escrow $500,000 as a down payment on the Contribution (the “Down Payment”). The Company is currently conducting its due diligence investigation of the transactions and the Communities. The due diligence period will expire on July 19, 2012; however, such period may be extended by mutual consent of the parties to the Transfer Agreement. If the Company is not satisfied with the results of this investigation, it may terminate the Transfer Agreement at any time before the end of this period and be refunded the Down Payment. The Down Payment generally will become non-refundable if the Company does not terminate the Transfer Agreement before the end of the due diligence period.

The Transfer Agreement contains customary representations and warranties of the parties. In addition to the termination rights described above, the transactions are subject to various closing conditions, including, among other things, the closing of the Refinancing, the Mezzanine Financing, obtaining certain consents and the receipt of applicable healthcare licenses. There can be no assurance that the Refinancing and the Mezzanine Financing will be obtained, or if obtained, will be obtained on terms satisfactory to parties or that any or all of the other conditions to closing will be satisfied on terms satisfactory to the parties and that the transactions contemplated by the Transfer Agreement will ultimately be completed. The transactions are expected to close within the next 60 days.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated June 7, 2012.

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: June 7, 2012	CNL HEALTHCARE TRUST, INC.
	/s/ Joseph T. Johnson
	Name:	Joseph T. Johnson
	Title:	Senior Vice President, Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

For information contact:

Lisa Schultz

Chief Communications Officer

CNL Financial Group

(407) 650-1223

CNL HEALTHCARE TRUST ENTERS AGREEMENT TO ACQUIRE SEVEN

SENIOR HOUSING COMMUNITIES

— Company to partner with Sunrise Senior Living in $226 million deal —

(ORLANDO, Fla.) June 7, 2012 — CNL Healthcare Trust, Inc., a real estate investment offering focused on senior housing and healthcare real estate, has signed an agreement with Sunrise Senior Living, Inc. (NYSE: SRZ) to enter into a joint venture that will own seven senior housing communities valued at approximately $226 million. The transaction is expected to close within 60 days.

Under the agreement, CNL Healthcare Trust will own 55 percent of the joint venture and Sunrise will own the remaining portion. The seven senior housing properties contain 687 living units and are currently wholly-owned by Sunrise. The communities will continue to be operated by Sunrise under a long-term management agreement.

“CNL has enjoyed a long-standing and very productive relationship with Sunrise, who we regard as a leading operator in the senior housing space,” said Stephen H. Mauldin, president and CEO of CNL Healthcare Trust. “The seven communities are assets that are thoughtfully designed and developed by Sunrise, incorporating their signature characteristics throughout the buildings, located in exceptional markets across the country.”

Sunrise on Connecticut Avenue in Washington, D.C.

— page 1 of 3 —

Page 2 /CNL Healthcare Trust Enters Agreement to Acquire Seven Senior Housing Communities

Once the acquisition is complete, the joint venture will own the following properties: Sunrise of Santa Monica in Santa Monica, Calif.; Sunrise on Connecticut Avenue in Washington, D.C.; Sunrise at Siegen in Baton Rouge, La.; Sunrise of Metairie in Metairie, La., near New Orleans; Sunrise of Gilbert in Gilbert, Ariz., near Phoenix; Sunrise of Louisville in Louisville, Ky.; and Sunrise at Fountain Square in Lombard, Ill., near Chicago.

Sunrise at Fountain Square in Lombard, Ill.

In aggregate, the seven properties consist of 129 independent living units, 374 assisted living units and 184 memory-care units. By offering a diverse unit mix, these properties allow residents to transition from independent living to assisted living and, if needed, to units that specialize in caring for individuals with progressive memory loss.

The joint venture with Sunrise marks CNL Healthcare Trust’s second investment in senior housing properties since the launch of the fund in June 2011. In February, CNL Healthcare Trust purchased a portfolio of five senior living communities in the Midwest for $84 million.

“We launched CNL Healthcare Trust last summer recognizing the very attractive investment potential in senior housing and healthcare real estate as our country’s demographics continue to shift,” Mauldin said. “CNL Healthcare Trust is in its early stage, yet once this transaction closes we will have acquired more than $310 million in senior housing assets. That, combined with our terrific team of colleagues who have deep experience in, and knowledge of, the healthcare sector, highlights our commitment to these property types going forward.”

About CNL Healthcare Trust

CNL Healthcare Trust, Inc. is an investment offering that acquires 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.

Financial advisors can contact the managing dealer of the REIT, CNL Securities, member FINRA/SIPC, at (866) 650-0650 (www.CNLSecurities.com).

— page 2 of 3 —

Page 3 /CNL Healthcare Trust Enters Agreement to Acquire Seven Senior Housing Communities

Statement Regarding Forward-Looking Information

The information above contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements, including but not limited to, the factors detailed in our prospectus dated March 12, 2012, our Annual Report on Form 10-K for the year ended December 31, 2011, and other documents filed from time to time with the Securities and Exchange Commission.

Some factors that might cause such a difference include, but are not limited to, the following: 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; availability of proceeds from our offering of our shares; 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; defaults on or non-renewal of leases by tenants; failure to lease properties at all or on favorable 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, if applicable; 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 brand. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward looking-statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

###