Foley & Lardner LLP is pleased to announce the recipients of its 2017 National Directors Institute (NDI) Board of the Year awards. Now in its fifth year, this awards program runs in tandem with Foley’s annual NDI Executive Exchange conference, which is in its 16th year and is one of the nation’s oldest and most preeminent practical symposiums focused on boardroom governance. This year’s award winners are as follows:
- Sentio Healthcare Properties, Inc. (Sentio) -- Public Company Board of the Year
- Catholic Financial Life -- Non-Profit Board of the Year
“For a board to operate most effectively, all individual directors must work as a team to steer their companies through an increasingly complex regulatory, stakeholder and economic environment,” said Steve Barth, Foley partner and co-chair of NDI. “In light of this, we are thrilled to focus this year’s awards program on honoring two boards of directors that have implemented best-in-class corporate governance practices and led their companies through various challenges and opportunities in a manner that has maximized value for their stakeholders.”
Sentio’s board of directors was recognized for its success in executing on its business strategy that has resulted in the consummation of a merger between Kayne Anderson Real Estate Advisors (KAREA) and Sentio. The deal, which was approved unanimously by Sentio’s board of directors, represented the successful completion of the third phase in a multi-year initiative to optimize stockholder value by establishing a unique partnership between the company’s operating partners, Sentio Investments, LLC, and Kohlberg Kravis Roberts & Co. L.P. Under the terms of the agreement between KAREA and Sentio, KAREA acquired all outstanding shares of Sentio in an all-cash transaction based on an estimated total asset value of $825 million. Sentio stockholders received $14.65 per share in cash and one contingent value right for each share of common stock of Sentio held. The contingent value right represents a proportionate interest in up to an additional $8.76 million, which could be released at the end of three years, subject to reduction as a result of certain indemnification rights of KAREA under the merger agreement. Should the maximum amount of funds in the escrow be released to the stockholders, the result would be up to an additional $0.29 per share in cash.
Catholic Financial Life’s board of directors has worked closely with its leadership team to implement a long-term strategic plan that is in alignment with the mission and vision of the organization. The board is unique in that it has adopted public company governance best practices and policies that have contributed to a thriving and financially sound company. Catholic Financial Life is a shining example of how good governance directly results in greater long-term value for members and employees. The organization truly believes that when faith and finances are brought together, great things happen that benefit the common good.
“The boards that are being recognized this year are shining examples of how a board, when operating with a company’s leadership, can accomplish great things,” said Jessie Lochmann Allen, Foley partner and co-chair of NDI. “Although Catholic Financial Life and Sentio Healthcare Properties are different types of entities, they share very common attributes. Namely, their active and forward-thinking board leadership, emphasis on strong corporate governance and strategic management have contributed directly to their company’s performance and stakeholder value.”
Sentio and Catholic Financial Life will be recognized at the NDI Board of the Year awards dinner on November 6, 2017.
For the past 16 years, NDI has served as a platform for business leaders to discuss best practices and new trends in boardroom corporate governance. In addition to its annual Executive Exchange symposium, NDI offers a series of web conferences and interactive programs throughout the year for executives, directors, officers, general counsel, and boardroom advisors to both public and private companies. For more information, please visit Foley.com/NDI.