Form 8-K - Current report

false 0001496454 0001496454 2024-01-17 2024-01-17

 

 

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): January 17, 2024

 

 

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; Zip Code)

Registrant’s telephone number, including area code: [phone]

 

 

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 Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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

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. ☐

 

 

 

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Item 7.01

Regulation FD Disclosure

Correspondence with Financial Professionals and Broker Dealers

Filed as Exhibit 99.1 to this Current Report, and incorporated herein by reference, is the text of a correspondence from CNL Healthcare Properties, Inc. (the “Company”) to financial professionals and broker dealers who participated in the Company’s public offerings, notifying them that the Company (i) plans to prepare an estimated net asset value (“NAV”) per share of the Company’s common stock as of December 31, 2023 (the “2023 NAV”), (ii) anticipates announcing the 2023 NAV on or about March 12, 2024, (iii) recently engaged Robert A. Stanger & Co., Inc., an independent investment banking firm (“Stanger”), to assist the Company with the preparation of the 2023 NAV, and (iv) will hold a webinar on March 14, 2024, at 2:30 p.m., Eastern Time, to review the 2023 NAV.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934. By furnishing the information contained in this Item 7.01 disclosure, including Exhibit 99.1, the Company makes no admission as to the materiality of such information.

 

Item 8.01

Other Events

Determination of Net Asset Value per Share as of December 31, 2023

In order to assist Financial Industry Regulatory Authority (“FINRA”) members and their associated persons who participated in the Company’s public offerings in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340, the Company prepares and announces at least annually an estimated NAV per share of its common stock, the method by which such NAV was developed, and the date of the data used to develop the estimated NAV per share.

The Company now intends to establish and announce the 2023 NAV, on or about March 12, 2024. To assist the board of directors of the Company (the “Board”) and the Company’s valuation committee, which is comprised solely of the Company’s independent directors (the “Valuation Committee”), with establishing the 2023 NAV as of December 31, 2023 (the “Valuation Date”), the Company engaged Stanger to provide a net asset value analysis of the Company. The engagement of Stanger was based on a few factors including Stanger’s experience in the valuation of assets similar to those owned by the Company. Upon the receipt of a net asset value analysis of the Company from Stanger, which will contain, among other information, a range of per share net asset values for the Company’s common stock as of the Valuation Date (a “Valuation Report”), the Valuation Committee will consider the reasonableness of the range of per share values and make a recommendation to the Board, and the Board will approve and adopt an estimated 2023 NAV.

The Company will establish the 2023 NAV in accordance with the Company’s valuation policy and certain recommendations and methodologies of the Institute for Portfolio Alternatives, a trade association for non-listed direct investment vehicles (“IPA”), as set forth in IPA Practice Guideline 2013-01 “Valuations of Publicly Registered Non-Listed REITs” (“IPA Practice Guideline 2013-01”). In developing its valuation analysis of the Company, Stanger will also consider IPA Practice Guideline 2013-01.

Robert A. Stanger & Co., Inc. is a nationally recognized investment banking firm specializing in providing strategic planning, investment banking, financial advisory, fairness opinion and valuation services to partnerships, real estate investment trusts and real estate advisory and management companies. Stanger possesses substantial experience in the valuation of assets similar to those owned by the Company and regularly undertakes the valuation of securities. For the preparation of the Valuation Report, the Company will pay Stanger a customary fee for services of this nature, no part of which was contingent relating to the provision of services or specific findings.

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This is the Company’s sixth engagement with Stanger as a third-party valuation advisor. The Company is not affiliated with Stanger. While the Company and affiliates of the Company have engaged and may engage Stanger in the future for commercial real estate services of various kinds, the Company believes that there are no material conflicts of interest with respect to the Company’s engagement of Stanger. In the ordinary course of its business, Stanger, its affiliates, directors and officers may structure and effect transactions for its own account or for the accounts of its customers in commercial real estate assets of the same kind and in the same markets as the Company’s assets.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

99.1		Text of correspondence to financial professionals and broker dealers.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

Dated: January 17, 2024						CNL HEALTHCARE PROPERTIES, INC.
						a Maryland corporation
				By:		/s/ Stephen H. Mauldin
						Stephen H. Mauldin
						President and Chief Executive Officer

Exhibit 99.1

FA EMAIL

Subject: CNL Healthcare Properties Announces Plans to Conduct an Estimated Net Asset Valuation

Jan. 17, 2024

FOR BROKER-DEALER AND RIA USE ONLY.

Dear [First Name]:

On Jan. 17, 2024, CNL Healthcare Properties, Inc. announced that it has engaged Robert A. Stanger & Co., Inc., an independent investment banking firm, to assist with the preparation of its estimated net asset value (NAV) per share of its common stock as of Dec. 31, 2023.

 

•

The estimated NAV per share is expected to be announced on or about March 12, 2024.1

 

•

The estimated NAV per share will be established per the company’s valuation policy and certain methodologies set forth by the Institute for Portfolio Alternatives (IPA),2 a trade association for non-listed direct investment vehicles, in IPA Practice Guideline 2013-01 “Valuations of Publicly Registered Non-Listed REITs.” Stanger will also consider the IPA guidelines when developing its valuation analysis.

 

•

A webinar will be held on March 14, 2024, at 2:30 p.m. ET for shareholders and financial professionals. Register for the webinar at cnlhealthcareproperties.com/webinar. A replay will be available within 48 business hours on cnlhealthcareproperties.com.

For additional information, please review the Form 8-K, contact your sales representative directly or call CNL Client Services at 866-650-0650, option 2.

 

1	CNL Healthcare Properties has made every effort to estimate the dates when information about the estimated NAV per share will be announced; however, it cannot guarantee these dates will not change.

2

There is no assurance that CNL Healthcare Properties’ adherence to any of the methodologies set forth in IPA Practice Guideline 2013-01 satisfies applicable compliance or other requirements of the SEC, FINRA or under ERISA with respect to the preparation and disclosure of its estimated NAV per share.

FOR BROKER-DEALER AND RIA USE ONLY.

There is no assurance the stated objectives will be met.

See SEC filing for complete details. This information is derived from the issuer’s public filings and does not replace or supersede any information provided therein.

Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict. The reader should not place undue reliance on forward-looking statements.

Document and Entity Information	Jan. 17, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001496454
Document Type	8-K
Document Period End Date	Jan. 17, 2024
Entity Registrant Name	CNL Healthcare Properties, Inc.
Entity Incorporation State Country Code	MD
Entity File Number	000-54685
Entity Tax Identification Number	27-2876363
Entity Address, Address Line One	450 South Orange Ave.
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32801
City Area Code	(407)
Local Phone Number	650-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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