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EX-99.1 - LETTER TO SHAREHOLDERS - CNL Healthcare Properties, Inc. | d946268dex991.htm |
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 19, 2015
CNL Healthcare Properties, 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)
Registrants 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 8.01 | Other Events. |
On June 19, 2015, the Board of Directors (the Board) of CNL Healthcare Properties, Inc. (the Company) decided to close the Companys current public offering of common stock as of September 30, 2015. The decision to close the offering was based on evaluation of the status of the offering, which included, among other things, the current and projected capital raise and our identified capital deployment opportunities.
In connection with the closing of the public offering of common stock, the Board authorized the termination of its current stock distribution of 0.0025 shares of common stock declared monthly to stockholders. Stock distributions declared for July, August and September will be issued on or about September 15, 2015. Thereafter, no further stock distributions will be declared or issued. The Companys monthly cash distribution of $0.0353 per share will remain unchanged at this time.
In view of the closing of the public offering of common stock, the Board intends to enter into an amendment of the Companys Dividend Reinvestment Plan (DRP), effective October 1, 2015, to provide that all shares issued under the Companys DRP will be purchased at a price equal to the current estimated net asset value per share (NAV) at the time of reinvestment, rather than at a discount to the purchase offer price or then-prevailing market price per share. The Company currently intends to conduct a net asset valuation of its portfolio as of December 31, 2015 and will announce any change in NAV upon the completion of such valuation.
Attached hereto is a copy of the notice sent to stockholders and their registered representatives or investment advisers regarding the Companys termination of its public offering and stock distributions and changes to the DRP, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Letter to shareholders dated June 22, 2015. |
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K that are not statements of historical or current fact may constitute forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Companys business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as believes, expects, anticipates, intends, estimates, plans, continues, pro forma, may, will, seeks, should and could, and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share net asset value of the Companys common stock, and/or other matters. The Companys forward-looking statements are not guarantees of future performance. While the Companys management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Companys forward-looking statements are based on managements current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Companys ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Companys actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors.
Important factors that could cause the Companys actual results to vary materially from those expressed or implied in its forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the following: risks associated with the Companys investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets,
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including declining real estate values; risks associated with reliance on the Companys advisor and its affiliates, including conflicts of interest; the Companys failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance the Companys business activities, including refinancing and interest rate risk and the Companys failure to comply with debt covenants; the Companys inability to identify and close on suitable investments; failure to successfully manage growth or integrate acquired properties and operations; the Companys inability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; risks related to development projects or acquired property value-add conversions, if applicable, including construction delays, cost overruns, the Companys inability to obtain necessary permits, and/or public opposition to these activities; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting the Companys properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Companys accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expenses; uninsured losses or losses in excess of the Companys insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Companys tax structuring; failure to qualify for and maintain the Companys REIT qualification; and the Companys inability to protect its intellectual property and the value of its brand.
For further information regarding risks and uncertainties associated with the Companys business, and important factors that could cause the Companys actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Managements Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of the Companys documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Companys quarterly reports on Form 10-Q and the Companys annual report on Form 10-K, copies of which may be obtained from the Companys website at www.cnlhealthcareproperties.com.
All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.
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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: June 22, 2015 | CNL HEALTHCARE PROPERTIES, INC. | |||
a Maryland Corporation | ||||
By: | /s/ Kevin R. Maddron | |||
Kevin R. Maddron Chief Financial Officer, Treasurer and Chief Operating Officer |