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  4. [8-K] Chiron Real Estate Inc. Reports Material Event

Chiron Real Estate (NYSE: XRN) adds $248.9M in Alexandria assets

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Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Chiron Real Estate Inc. expanded its senior housing portfolio by closing two acquisitions in Alexandria, Virginia. It bought The Landing Alexandria for $130 million and The Riviera Alexandria for $118.9 million, and will operate both as senior housing operating property assets under third‑party management by Greystone Communities.

To support these deals, the company completed a private placement of 1,000,000 shares of 6.00% Series C Convertible Preferred Stock at $100.00 per share for gross proceeds of about $100,000,000, and incurred approximately $147 million of additional borrowings under its Third Amended and Restated Credit Facility. It designated 1,000,000 shares as Series C Convertible Preferred Stock and created economically similar Series C Convertible Preferred Units at the operating partnership level, with new distribution restrictions applying if preferred distributions are not declared.

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Insights

Chiron adds two large senior housing assets, funded by new preferred equity and credit facility borrowings.

Chiron Real Estate Inc. closed acquisitions of The Landing Alexandria for $130 million and The Riviera Alexandria for $118.9 million. Both will be run as senior housing operating properties under a management agreement with Greystone, aligning with a senior housing-focused strategy.

Funding combined a private placement of 1,000,000 shares of 6.00% Series C Convertible Preferred Stock at $100.00 per share and roughly $147 million drawn under the Credit Facility. The filings also establish Series C Convertible Preferred Units in the operating partnership and note that distributions on junior or parity stock face restrictions if Series C distributions are not declared, which shapes future capital allocation flexibility.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Landing Alexandria purchase price $130 million Acquisition of The Landing Alexandria senior housing community
Riviera Alexandria purchase price $118.9 million Acquisition of The Riviera Alexandria senior housing community
Series C preferred shares issued 1,000,000 shares Private placement of 6.00% Series C Convertible Preferred Stock
Series C issue price $100.00 per share Pricing of Series C Convertible Preferred Stock
Series C gross proceeds $100,000,000 Aggregate gross proceeds from Series C private placement
New credit facility borrowings $147 million Additional indebtedness under Third Amended and Restated Credit Facility
Series C preferred units issued 1,000,000 units Series C Convertible Preferred Units issued by operating partnership
Series C dividend rate 6.00% Dividend rate on Series C Convertible Preferred Stock
6.00% Series C Convertible Preferred Stock financial
"6.00% Series C Convertible Preferred Stock, par value $0.001 per share, of the Company"
Series C Convertible Preferred Units financial
"creates a new class of partnership units designated as Series C Convertible Preferred Units"
senior housing operating property financial
"The Company will operate the Landing as a senior housing operating property (“SHOP”) asset"
A senior housing operating property is a residential facility for older adults that combines living space with ongoing services and care—such as independent living, assisted living, memory care, or continuing-care services—where a management team handles daily operations and resident needs. Investors treat these assets more like service businesses than plain rental buildings because revenue depends on occupancy, care levels, staffing and regulatory rules, so changes in healthcare costs, labor or demand can meaningfully affect income and value.
Third Amended and Restated Credit Facility financial
"additional indebtedness under the Company’s Third Amended and Restated Credit Facility (the “Credit Facility”)"
Regulation D regulatory
"reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Articles Supplementary regulatory
"filed Articles Supplementary with the Maryland State Department of Assessments and Taxation"
Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.
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Understanding 8-K Material Events →
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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 2, 2026 (May 28, 2026)

 

Chiron Real Estate Inc.

(Exact name of registrant as specified in its charter)

 

Maryland 001-37815 46-4757266

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

7373 Wisconsin Avenue, Suite 800

Bethesda, MD

20814

(Address of Principal Executive Offices)

(Zip Code)

 

(202) 524-6851

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbols:   Name of each exchange on which registered:
Common Stock, par value $0.001 per share   XRN   NYSE
Series A Preferred Stock, par value $0.001 per share   XRN PrA   NYSE
Series B Preferred Stock, par value $0.001 per share   XRN PrB   NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Seventh Amendment to the Agreement of Limited Partnership of Chiron Real Estate LP

 

On May 28, 2026, Chiron Real Estate Inc. (the “Company”), as the sole member of the general partner of Chiron Real Estate LP (the “Operating Partnership”), entered into an amendment to the agreement of limited partnership of the Operating Partnership (the “OP Amendment”).

 

The OP Amendment creates a new class of partnership units designated as Series C Convertible Preferred Units (“Series C Preferred Units”), having economic terms and designations, powers, preferences, rights and restrictions that are substantially similar to the 6.00% Series C Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series C Preferred Stock”). The Company contributed the proceeds received from the sale of the Series C Preferred Stock to the Operating Partnership in exchange for the issuance of 1,000,000 Series C Preferred Units to the Company.

 

The foregoing description of the OP Amendment is only a summary and is qualified in its entirety by reference to the full text of the OP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

The Landing Alexandria

 

On June 1, 2026, the Company, through one or more subsidiaries, closed on the acquisition of The Landing Alexandria (the “Landing”), a senior housing community located in Alexandria, Virginia for a purchase price of $130 million. The Company previously reported on a Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “Commission”) on May 6, 2026 (the “May 6, 2026 8-K”) that it had entered into a purchase contract (the “Landing Purchase Agreement”) with affiliates of Silverstone Senior Living (“Silverstone”) to acquire the Landing. The acquisition of the Landing was funded using a combination of (a) cash on hand, (b) proceeds from the Series C Private Placement (defined below) and (c) proceeds from the Company's Credit Facility, which is described further in Item 2.03 below.

 

The Company will operate the Landing as a senior housing operating property (“SHOP”) asset and, on June 1, 2026, entered into a management agreement with an affiliate of Greystone Communities (“Greystone”), a third-party operator, pursuant to which Greystone will manage the day-to-day operations of the Landing. 

 

The Riviera Alexandria

 

On June 1, 2026, the Company, through one or more subsidiaries, closed on the acquisition of The Riviera Alexandria (the “Riviera”), a senior housing community located in Alexandria, Virginia for a purchase price of $118.9 million. The Company previously reported in the May 6, 2026 8-K that it had entered into a purchase contract (the “Riviera Purchase Agreement”) with affiliates of Silverstone to acquire the Riviera. The acquisition was funded using a combination of (a) cash on hand, (b) proceeds from the Series C Private Placement and (c) proceeds from the Company's Credit Facility, which is described further in Item 2.03 below.

 

The Company will operate the Riviera as a SHOP asset and, on June 1, 2026, entered into a management agreement with an affiliate of Greystone pursuant to which Greystone will manage the day-to-day operations of the Riviera.

  

There is no material relationship between the Company or any director or officer of the Company, or any associate of any director or officer of the Company, and Silverstone, other than with respect to the Company’s acquisition of the Landing, the Riveria, and with respect to the Pinnacle Purchase Agreement (as described in the May 6, 2026 8-K).

  

 

 

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

  

In connection with the closing of the acquisitions of the Landing and the Riviera, the Company, through the Operating Partnership, incurred approximately $147 million of additional indebtedness under the Company’s Third Amended and Restated Credit Facility (the “Credit Facility”).

 

Item 3.02 Unregistered Sales of Equity Securities

 

On May 29, 2026 and June 2, 2026, the Company completed closings of its previously announced private placement (the “Series C Private Placement”), pursuant to which the Company issued an aggregate of 1,000,000 shares of Series C Preferred Stock for $100.00 per share for gross proceeds of approximately $100,000,000 to Maewyn XRN LP, Petrus Special Opportunities Fund, L.P., certain entities advised by Canyon Capital Advisors LLC and certain entities advised by Diameter Capital Partners LP (collectively, the “Purchasers”), pursuant to that certain Investment Agreement, dated as of May 6, 2026, by and among the Company and the purchasers party thereto (the “Investment Agreement”). The terms of the Investment Agreement have been previously disclosed in the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “Commission”) on May 8, 2026 (the “May 8, 2026 8-K”).

 

The offer of the Series C Preferred Stock was made, and the sale and issuance of the Series C Preferred Stock are being made, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied on these exemptions from registration based in part on the nature of the transaction and the representations made by the Purchasers in the Investment Agreement.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

On May 28, 2026, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 1,000,000 shares of the Company’s authorized preferred stock as shares of Series C Convertible Preferred Stock (the “Articles Supplementary”), with the powers, preferences and privileges as set forth in the Articles Supplementary. The Articles Supplementary were effective upon filing.

 

Upon issuance of the Series C Preferred Stock, the ability of the Company to make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment on, any other shares of capital stock of the Company ranking junior to or on a parity with the Series C Preferred Stock, became subject to certain restrictions in the event that the Company does not declare distributions on the Series C Preferred Stock during any distribution period.

 

A summary of the material terms of the Series C Preferred Stock is set forth in the May 8, 2026 8-K, and is hereby incorporated by reference into this Item 3.03.

 

The foregoing description of the Articles Supplementary is only a summary and is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Businesses Acquired.

 

The financial statements that are required to be filed pursuant to this item will be filed by amendment not later than 71 days after the date on which this initial Form 8-K is required to be filed.

 

(b) Pro Forma Financial Information.

 

The pro forma financial information that is required to be filed pursuant to this item will be filed by amendment not later than 71 days after the date on which this initial Form 8-K is required to be filed.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Articles Supplementary for the 6.00% Series C Convertible Preferred Stock
10.1   Seventh Amendment to Agreement of Limited Partnership of Chiron Real Estate LP.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  Chiron Real Estate Inc.
     
  By: /s/ Jamie A. Barber
    Jamie A. Barber
    Secretary and General Counsel

 

Date: June 2, 2026

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What properties did Chiron Real Estate (XRN) acquire in this 8-K?

Chiron acquired two senior housing communities in Alexandria, Virginia: The Landing Alexandria for $130 million and The Riviera Alexandria for $118.9 million. Both properties will be operated as senior housing operating property assets under third-party management by an affiliate of Greystone Communities.

How did Chiron Real Estate (XRN) finance the Landing and Riviera acquisitions?

Chiron funded the acquisitions using a mix of cash on hand, proceeds from a Series C preferred stock private placement, and additional borrowings under its Third Amended and Restated Credit Facility. The operating partnership incurred about $147 million of new indebtedness under this facility.

What are the key terms of Chiron’s Series C Convertible Preferred Stock?

Chiron designated 1,000,000 shares as 6.00% Series C Convertible Preferred Stock and sold them at $100.00 per share. If the company does not declare distributions on this Series C Preferred Stock for any distribution period, its ability to pay distributions or make certain payments on junior or parity stock becomes restricted.

How much did Chiron Real Estate raise in the Series C private placement?

The company issued an aggregate of 1,000,000 Series C Convertible Preferred shares at $100.00 per share, generating gross proceeds of approximately $100,000,000. The purchasers included Maewyn XRN LP, Petrus Special Opportunities Fund, and entities advised by Canyon Capital and Diameter Capital.

What structural changes did Chiron make at the operating partnership level?

Chiron amended its operating partnership agreement to create Series C Convertible Preferred Units with terms substantially similar to the Series C Preferred Stock. The company contributed the preferred stock proceeds to the operating partnership in exchange for 1,000,000 Series C Preferred Units issued to the company.

Who will manage Chiron’s new Alexandria senior housing properties?

An affiliate of Greystone Communities will manage both The Landing and The Riviera. Chiron entered into separate management agreements on June 1, 2026, under which Greystone will oversee day-to-day operations of these senior housing operating property assets in Alexandria, Virginia.

Filing Exhibits & Attachments

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