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| CIK | 1496454 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CNL Healthcare Properties, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| March 11, 2026 |
As filed with the Securities and Exchange Commission on March 11, 2026 S-3DPOS As filed with the Securities and Exchange Commission on March 11, 2026 Registration No. |
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| March 11, 2026 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54685 CNL HEALTHCARE PROPERTIES, INC. (SSL Sparti Property Holdi |
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| March 9, 2026 |
EX-99.1 Exhibit 99.1 FINANCIAL STATEMENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income (Loss) 6 Consolidated Statements of Stockholders’ Equity 7 Consolidate |
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| March 9, 2026 |
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): March 9, 2026 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 6, 2026 |
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): March 6, 2026 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 3, 2026 |
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): March 3, 2026 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 3, 2026 |
EX-99.1 Exhibit 99.1 Company Update & State of Seniors Housing Isle at Cedar Ridge LaPorte Cancer Center ® FOR BROKER DEALER / RIA SERVICING REPS USE ONLY © 2026 CNL Healthcare Corp. All Rights Reserved. CNL and the Squares Within Squares design trademarks are used under license from CNL Intellectual Properties, Inc. CHP-0326-5266069-BD Presenters Stephen H. Mauldin John McRae CEO and President of |
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| March 3, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| February 17, 2026 |
Liquidity Transaction: Frequently Asked Operational and Tax Questions EX-99.6 Exhibit 99.6 Liquidity Transaction: Frequently Asked Operational and Tax Questions Feb. 17, 2026 FOR BROKER-DEALER AND RIA USE ONLY. Summary of Important Dates ~ 1 week after the transaction is complete Transaction statement mailed to stockholders without a custodian, bank or clearing firm ~ 48 hours after the transaction is complete Computershare distributes cash and shares of SNDA common |
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| February 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 11, 2026 CNL Healthcare Properties, Inc. |
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| February 17, 2026 |
EX-99.1 Exhibit 99.1 Re: Updated Net Asset Valuation as of Nov. 5, 2025 and Regular Distributions Feb. 17, 2026 Dear Fellow Shareholder, I am writing to inform you of an updated estimated net asset value (NAV) per share1 for the Company’s common stock as of Nov. 4, 2025. As you will recall, on Nov. 4, 2025, the Company signed a definitive transaction agreement with Sonida Senior Living, Inc. (Soni |
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| February 17, 2026 |
EX-99.2 Exhibit 99.2 FA Email Subject: CNL Healthcare Properties Announces Updated Estimated NAV Results & Regular Distribution Feb. 17, 2026 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional, CNL Healthcare Properties (the Company) filed a Form 8-K on Feb. 17, 2026, to announce an updated estimated net asset value (NAV) per share of $6.90 for its common stock as of Nov. 4, 2025.1 Up |
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| February 17, 2026 |
EX-99.5 Exhibit 99.5 FP Email Subject: CNL Healthcare Properties Transaction: Operational & Tax Matters Feb. 17, 2026 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional: We are writing with some operational and tax information related to the proposed transaction between CNL Healthcare Properties (CHP or the Company) and Sonida Senior Living (Sonida or SNDA). The transaction remains su |
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| February 17, 2026 |
EX-99.3 Exhibit 99.3 Feb. 17, 2026 Dear Fellow Stockholder, We are writing with some operational and tax information related to the proposed transaction between CNL Healthcare Properties (CHP or the Company) and Sonida Senior Living (Sonida or SNDA). The transaction is valued at approximately $1.8 billion and remains subject to approval by holders of a majority of CHP’s common stock and of a major |
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| February 17, 2026 |
Liquidity Transaction: Frequently Asked Operational and Tax Questions EX-99.4 Exhibit 99.4 Liquidity Transaction: Frequently Asked Operational and Tax Questions Feb. 17, 2026 1. What will I receive after the transaction between CNL Healthcare Properties (CHP or the Company), and Sonida Senior Living (Sonida or SNDA) is complete? What will happen to my CHP shares? • Assuming holders of a majority of CHP’s common stock entitled to vote, approve the transaction and the |
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| February 13, 2026 |
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): February 13, 2026 CNL Healthcare Properties, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) ( |
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| February 13, 2026 |
425 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): February 13, 2026 CNL Healthcare Properties, Inc. (Exact name of Registrant as Specified in Its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporatio |
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| January 20, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| January 14, 2026 |
EX-99.1 Exhibit 99.1 Jan. 14, 2026 Dear Fellow Shareholder: Thank you for your investment in CNL Healthcare Properties (CHP). I am writing to notify you that on Jan. 12, MacKenzie Capital Management, LP (MacKenzie) launched an unsolicited mini-tender offer to purchase up to 400,000 shares of CHP common stock at a price of $4.55 per share. We ARE NOT AFFILIATED WITH MACKENZIE or its mini-tender off |
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| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 12, 2026 CNL Healthcare Properties, Inc. |
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| January 12, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| January 12, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| January 12, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| January 12, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| January 6, 2026 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 6, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare |
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| November 5, 2025 |
EX-99.3 Exhibit 99.3 Sonida Senior Living Announces Strategic Merger with CNL Healthcare Properties, Inc. in a Stock and Cash Transaction Valued at Approximately $1.8 Billion, Creating $3 Billion Pure-Play Senior Housing Owner-Operator 2026E Normalized FFO Accretion of 28% to 62% Based on an Asymmetric Collar with Substantial Near-Term and Future Synergies Strengthens Balance Sheet Through Immedia |
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| November 5, 2025 |
Re: Transaction Agreement and Liquidity Opportunity EX-99.1 Exhibit 99.1 Re: Transaction Agreement and Liquidity Opportunity Nov. 5, 2025 Dear Fellow Shareholder, I am pleased to share the important news that CNL Healthcare Properties (CHP) has signed a definitive transaction agreement with Sonida Senior Living, Inc. (Sonida or SNDA), a publicly traded company on the NYSE trading under the ticker symbol “SNDA.” This agreement has been unanimously a |
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| November 5, 2025 |
EX-10.1 Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of November 4, 2025, is entered into by and among CNL Healthcare Properties, Inc., a Maryland corporation (the “Company”), Conversant Dallas Parkway (A) LP (“Conversant A”), Conversant Dallas Parkway (B) LP (“Conversant B”), Conversant Dallas Parkway (D) LP (“Conversant D”), Conversant Dallas Parkway (F) LP (“ |
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| November 5, 2025 |
EX-3.1 Exhibit 3.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED BYLAWS OF CNL HEALTHCARE PROPERTIES, INC. (a Maryland corporation) The undersigned, being the duly elected Secretary of CNL Healthcare Properties, Inc., a Maryland corporation (the “Company”), does hereby certify that: 1. The Board of Directors of the Company, acting by unanimous written consent dated November 4, 2025, approved and |
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| November 5, 2025 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG SONIDA SENIOR LIVING, INC., SPARTI MERGER SUB, INC., SSL SPARTI LLC, CHP MERGER CORP. AND CNL HEALTHCARE PROPERTIES, INC. DATED AS OF NOVEMBER 4, 2025 TABLE OF CONTENTS Page Article 1 DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Interpretation and Rules of Construction 23 Article 2 THE TRANSACTIONS 25 Section 2.1 Tra |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2025 CNL Healthcare Properties, Inc. |
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| November 5, 2025 |
425 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 4, 2025 CNL Healthcare Properties, Inc. |
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| November 5, 2025 |
EX-99.2 Exhibit 99.2 FP Email CNL Healthcare Properties Transaction Agreement Nov. 5, 2025 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional: We are writing to inform you that CNL Healthcare Properties (the Company or CHP) has entered into a definitive transaction agreement with Sonida Senior Living, Inc. (NYSE: SNDA) (Sonida). This proposed transaction provides the opportunity for f |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prope |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Cl |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prop |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| April 17, 2025 |
Exhibit 99(a)(1) April 17, 2025 Dear Fellow Shareholder: Please be aware that Comrit Investments I, Limited Partnership (Comrit), an organization that we are NOT affiliated with, launched an unsolicited tender offer to purchase shares of CNL Healthcare Properties’ common stock. |
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| April 17, 2025 |
Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: April 17, 2025 FOR BROKER-DEALER AND RIA USE ONLY. |
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| April 8, 2025 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| April 8, 2025 |
Calculation of Filing Fee Table. EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| April 8, 2025 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 3,100,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| April 8, 2025 |
Exhibit (a)(3) April 8, 2025 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Cla |
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| April 8, 2025 |
Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) WEST 4 CAPITAL LP GRANITE SAPPHIRE MANAGEMENT LIMITED WEST 4 CAPITAL INVESTMENT ADVISER LIMITED CAPRICORN FUND MANAGERS LIMITED |
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| March 13, 2025 |
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): March 13, 2025 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Com |
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| March 13, 2025 |
Estimated Net Asset Value Presentation March 2025 Exhibit 99.1 Estimated Net Asset Value Presentation March 2025 CHP-0325-4294728-INV © 2025 CNL Healthcare Corp. All Rights Reserved. CNL® and the Squares Within Squares design trademarks are used under license from CNL Intellectual Properties, LLC. General Notices ï,§ This is not an offer to sell nor a solicitation of an offer to buy shares of the company. This presentation is for general informat |
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| March 13, 2025 |
Exhibit 99.2 CHP 2024 Valuation Webinar Script March 13, 2025, 2:30 p.m. ET Althia: Ladies and gentlemen, welcome to the CNL Healthcare Properties valuation conference call. Before we begin, please note that statements made during this call will include forward-looking statements within the Private Securities Litigation Reform Act of 1995, including statements about financial guidance, business st |
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| March 10, 2025 |
EXHIBIT 10.12 Schedule of Omitted Documents of CNL Healthcare Properties, Inc. The following management agreements were not filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K. 1.Management Agreement dated December 2, 2013, by and between Morningstar Senior Management, LLC and CHP Boise ID Tenant Corp. 2.Management Agreement dated December 2 |
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| March 10, 2025 |
Exhibit 99.2 FA Email Subject: CNL Healthcare Properties Announces Estimated NAV Results March 10, 2025 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional, CNL Healthcare Properties filed a Form 8-K on March 10, 2025, to announce the estimated net asset value (NAV) 1 per share for its common stock as of Dec. 31, 2024. • The company’s board of directors accepted and unanimously approve |
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| March 10, 2025 |
EXHIBIT 19.1 Insider Trading Policy I.Introduction / Overview The purpose of this Insider Trading Policy (“Policy”) is to provide general procedural guidelines for Covered Persons to follow when in possession of Material Nonpublic Information about the Company or other entities. In order to avoid the appearance of trading on nonpublic information and to facilitate compliance with certain transacti |
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| March 10, 2025 |
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): March 5, 2025 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 10, 2025 |
Exhibit 99.1 March 10, 2025 Dear Fellow Shareholder: Recently, our board of directors and its valuation committee accepted and unanimously approved a range of $6.33 to $6.98 relative to the company’s estimated net asset value (NAV)1 per share of its common stock as of Dec. 31, 2024. The midpoint of the range of values was $6.64 and was approved and established as the estimated NAV per share and fo |
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| March 10, 2025 |
Subsidiaries of the Registrant EXHIBIT 21.1 CNL Healthcare Properties, Inc. Subsidiaries of the Registrant All entities were formed in Delaware and do business under the name listed, unless otherwise noted. 1.CHP Albuquerque NM Owner, LLC 2.CHP Albuquerque NM Tenant Corp. (d/b/a Palmilla Senior Living) 3.CHP Albuquerque NM Land Owner, LLC 4.CHP Anderson IN Senior Living Owner, LLC 5.CHP Auburn WA Owner, LLC 6.CHP Auburn WA Tena |
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| March 10, 2025 |
EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CNL Healthcare Properties, Inc. (the “Company”) has Common Stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Stock is not listed on a national securities exchange. The following is a description of the ma |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Hea |
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| February 5, 2025 |
Email to Financial Professionals, dated February 5, 2025* Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: Feb. |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| February 5, 2025 |
Letter to the Company’s Stockholders dated February 5, 2025* Exhibit 99(a)(1) Feb. 5, 2025 Dear Fellow Shareholder: Please be aware that West 4 Capital LP (West 4), an organization that we are NOT affiliated with, launched an unsolicited tender offer to purchase shares of CNL Healthcare Properties’ common stock. Following a thorough evaluation of the offer, our board of directors (Board) unanimously recommends that shareholders REJECT West 4’s offer. No act |
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| January 27, 2025 |
Calculation of Filing Fee Table. EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| January 27, 2025 |
Exhibit 99.(a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. YOU NEED TO OBTAIN a Medallion Signature Guarantee at your local bank or broker. If you have any questions, please call us at 1-800-327-9990. Please return to: 365 S. Garden Grove Lane, Suite 100 Pleasant Grove, Utah 84062 Attention: West 4 Capital LP 1. Complete or Correct Name and Ad |
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| January 27, 2025 |
Exhibit 99.(a)(1) OFFER TO PURCHASE FOR CASH 8,800,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. AT $3.29 PER SHARE by: WEST 4 CAPITAL LP (the “Purchaser”) THE OFFER AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON MARCH 26, 2025, UNLESS THE OFFER IS EXTENDED. The Purchaser hereby seeks to acquire 8,800,000 shares of common stock, par value $0.01 per share (the “Sha |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) WEST 4 CAPITAL LP GRANITE SAPPHIRE MANAGEMENT LIMITED WEST 4 CAPITAL INVESTMENT ADVISER LIMITED CAPRICORN FUND MANAGERS LIMITED (Offerors) (Names |
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| January 27, 2025 |
Exhibit 99.(a)(3) January 27, 2025 RE: Offer to purchase shares of common stock for cash Dear Shareholder, We are pleased to inform you that West 4 Capital LP (the “Company”, “we”, or “us”) is offering to buy your shares of common stock of CNL Healthcare Properties, Inc. (the “REIT”) for $3.29 per share in cash. The Company is offering to pay you cash by purchasing up to 8,800,000 shares of the RE |
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| January 27, 2025 |
Exhibit 99.(a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase provided to shareholders of record and is not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accepting the offer would violate that jurisdiction’s laws. |
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| January 16, 2025 |
Exhibit 99.1 FA EMAIL Subject: CNL Healthcare Properties Announces Plans to Conduct an Estimated Net Asset Valuation Jan. 16, 2025 FOR BROKER-DEALER AND RIA USE ONLY. Dear [First Name]: On Jan. 16, 2025, CNL Healthcare Properties, Inc. announced that it has again engaged Robert A. Stanger & Co., Inc., an independent investment banking firm, to assist with the preparation of its estimated net asset |
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| January 16, 2025 |
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 16, 2025 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (C |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Cl |
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| November 20, 2024 |
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): November 20, 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) ( |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| October 24, 2024 |
Letter to the Company’s Stockholders dated October 24, 2024* Exhibit 99(a)(1) Oct. 24, 2024 Dear Fellow Shareholder: Please be aware that Comrit Investments I, Limited Partnership (Comrit), an organization that we are NOT affiliated with, launched a new unsolicited tender offer to purchase shares of CNL Healthcare Properties common stock. Following a thorough evaluation of the offer, our board of directors (Board) unanimously recommends that shareholders RE |
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| October 24, 2024 |
Email to Financial Professionals, dated October 24, 2024* Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: Oct. |
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| October 15, 2024 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 5,000,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| October 15, 2024 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| October 15, 2024 |
Calculation of Filing Fee Table. EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| October 15, 2024 |
Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| October 15, 2024 |
Exhibit (a)(3) October 15, 2024 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Cla |
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| September 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prope |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Cl |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prop |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| May 2, 2024 |
Letter to the Company’s Stockholders dated May 2, 2024* Exhibit 99(a)(1) May 2, 2024 Dear Fellow Shareholder: Please be aware that Comrit Investments I, Limited Partnership (Comrit), an organization that we are NOT affiliated with, launched a new unsolicited tender offer to purchase shares of CNL Healthcare Properties common stock. |
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| May 2, 2024 |
Email to Financial Professionals, dated May 2, 2024* Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: May 2, 2024 FOR BROKER-DEALER AND RIA USE ONLY. |
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| April 23, 2024 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 5,250,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| April 23, 2024 |
Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Cla |
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| April 23, 2024 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| April 23, 2024 |
Calculation of Filing Fee Table. EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| April 23, 2024 |
Exhibit (a)(3) April 23, 2024 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| March 14, 2024 |
Exhibit 99.2 CHP 2023 Valuation Webinar Script March 14, 2024, 2:30 p.m. ET Althia: Ladies and gentlemen, welcome to the CNL Healthcare Properties valuation conference call. Before we begin, please note that statements made during this call will include forward-looking statements within the Private Securities Litigation Reform Act of 1995, including statements about financial guidance, business st |
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| March 14, 2024 |
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): March 14, 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) (Com |
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| March 14, 2024 |
Estimated Net Asset Value Presentation March 2024 Exhibit 99.1 General Notices This is not an offer to sell nor a solicitation of an offer to buy shares of the company. This presentation is for general information purposes only and does not constitute legal, tax, investment or other professional advice on any subject matter. Information provided is not all-inclusive and should not be relied upon a |
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| March 12, 2024 |
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): March 7, 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) (Comm |
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| March 12, 2024 |
EXHIBIT 10.12 Schedule of Omitted Documents of CNL Healthcare Properties, Inc. The following management agreements were not filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K. 1.Management Agreement dated December 2, 2013, by and between Morningstar Senior Management, LLC and CHP Boise ID Tenant Corp. 2.Management Agreement dated December 2 |
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| March 12, 2024 |
Exhibit 99.1 March 12, 2024 Dear Fellow Shareholder: Recently, our board of directors and its valuation committee approved $6.28 as the estimated net asset valuation (NAV)1 per share as of Dec. 31, 2023. The updated NAV is lower than year-end 2022 and reflects natural and expected impacts of last year’s value-impacting factors such as sustained inflationary pressures, increased wage rates and heig |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Hea |
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| March 12, 2024 |
Subsidiaries of the Registrant EXHIBIT 21.1 CNL Healthcare Properties, Inc. Subsidiaries of the Registrant All entities were formed in Delaware and do business under the name listed, unless otherwise noted. 1.CHP Albuquerque NM Owner, LLC 2.CHP Albuquerque NM Tenant Corp. (d/b/a Palmilla Senior Living) 3.CHP Albuquerque NM Land Owner, LLC 4.CHP Anderson IN Senior Living Owner, LLC 5.CHP Auburn WA Owner, LLC 6.CHP Auburn WA Tena |
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| March 12, 2024 |
Exhibit 99.2 FA Email Subject: CNL Healthcare Properties Announces Estimated NAV Results March 12, 2024 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional, CNL Healthcare Properties filed a Form 8-K on March 12, 2024, to announce the estimated net asset value (NAV) 1 per share for its common stock as of Dec. 31, 2023. • The company’s board of directors unanimously approved an estimate |
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| March 12, 2024 |
EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, CNL Healthcare Properties, Inc. (the “Company”) had Common Stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Stock is not listed on a national securities exchange. The following i |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Cl |
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| January 17, 2024 |
Email to Financial Professionals, dated January 17, 2024* Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: Jan 17, 2024 FOR BROKER-DEALER AND RIA USE ONLY. |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| January 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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) (C |
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| January 17, 2024 |
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 |
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| January 17, 2024 |
Letter to the Company’s Stockholders dated January 17, 2024* Exhibit 99(a)(1) Jan. 17, 2024 Dear Fellow Shareholder: CNL Center at City Commons 450 S. Orange Avenue Suite 1400 Orlando, FL 32801-3336 tel 407.650.1000 800.522.3863 fax 407.540.2540 cnlhealthcareproperties.com Mailing Address: P.O. Box 4920 Orlando, FL 32802-4920 Please be aware that Comrit Investments I, Limited Partnership (Comrit), an organization that we are NOT affiliated with, launched a |
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| January 8, 2024 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| January 8, 2024 |
Exhibit (a)(3) January 8, 2024 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| January 8, 2024 |
Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| January 8, 2024 |
Calculation of Filing Fee Table. EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| January 8, 2024 |
Ehibit (a)(1) OFFER TO PURCHASE FOR CASH 8,800,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Cla |
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| December 12, 2023 |
Exhibit 10.4 Execution Version AMENDED AND RESTATED GUARANTY AGREEMENT Dated as of December 7, 2023 by each of the undersigned, as Guarantors in favor of THE LENDERS REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN AMENDED AND RESTATED GUARANTY AGREEMENT This GUARANTY AGREEMENT dated as of December 7, 2023 (the “Guaranty”) made by each of the undersigned guarantors (such Persons individually |
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| December 12, 2023 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 7, 2023 among CHP PARTNERS, LP, as Borrower, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, and The Other Lenders Party Hereto Truist Bank, Credit Agricole Corporate and Investment Bank and Manufacturers and Traders Trust Company, as Co-Syndication Agents KeyBanc Capital Markets, Truist Securities, In |
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| December 12, 2023 |
Exhibit 99.1 December 15, 2023 Dear Fellow Shareholder: As we close out the calendar year, I am pleased to provide you with an important update that we believe firmly positions CNL Healthcare Properties for 2024 and beyond. This year, we focused on rebuilding occupancy levels and further improving operations at our 69 seniors housing communities, nationwide. I am encouraged to report that we have |
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| December 12, 2023 |
Exhibit 10.3 TERM NOTE $68,541,668.00 December 7, 2023 FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to KeyBank National Association or registered assigns (“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Amended and Restated Credit |
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| December 12, 2023 |
Schedule of Omitted Documents. Exhibit 10.5 Schedule of Omitted Documents The following promissory notes have not been filed as exhibits to this Form 8-K pursuant to Instruction 2 of Item 601 of Regulation S-K. These documents are substantially identical in all material respects to Exhibit 10.2 to this Form 8-K. 1. Revolving Note executed by CHP Partners, LP in favor of Truist Bank in the original principal amount of $35,416,66 |
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| December 12, 2023 |
Exhibit 10.2 REVOLVING NOTE $48,958,332.00 December 7, 2023 FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to KeyBank National Association or registered assigns (“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Amended and Restated C |
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| December 12, 2023 |
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): December 7, 2023 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (C |
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| November 29, 2023 |
Submission of Matters to a Vote of Security Holders 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): November 28, 2023 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) ( |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy |
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| September 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| September 7, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) Non |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prope |
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| July 17, 2023 |
Email to Financial Professionals, dated July 17, 2023* EX-99.(A)(2) Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: July 17, 2023 FOR BROKER-DEALER AND RIA USE ONLY. Not for general use with the public. Dear Financial Professional: On July 10, 2023, Comrit Investments I, Limited Partnership filed a new unsolicited tender offer with the Securities and Exchange Commission (SEC) to purchase shares o |
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| July 17, 2023 |
Letter to the Company’s Stockholders dated July 17, 2023* EX-99.(A)(1) Exhibit 99(a)(1) July 17, 2023 Dear Fellow Shareholder: Please be aware that Comrit Investments I, Limited Partnership (Comrit), an organization that we are NOT affiliated with, launched a new unsolicited tender offer to purchase shares of CNL Healthcare Properties common stock. This is Comrit’s second tender offer within four months to purchase up to 8,800,000 shares of CNL Healthcar |
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| July 17, 2023 |
SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| July 10, 2023 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| July 10, 2023 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 8,800,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| July 10, 2023 |
Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| July 10, 2023 |
Calculation of Filing Fee Table. Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| July 10, 2023 |
Exhibit (a)(3) July 10, 2023 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| July 10, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) None or unknown (CUSIP |
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| June 16, 2023 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 8,800,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| June 16, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) None or unknown (CUSIP |
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| June 16, 2023 |
Form of Letter to Shareholders Exhibit (a)(2) [], 2023 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| June 16, 2023 |
Form of Press Release/Summary Advertisement Exhibit (a)(3) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| June 6, 2023 |
EX-10.1 2 d410248dex101.htm EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO ADVISORY AGREEMENT THIS FOURTH AMENDMENT TO ADVISORY AGREEMENT (this “Amendment”) is made and entered into effective as of the 8th day of June, 2023 (the “Effective Date”), by and among CNL HEALTHCARE PROPERTIES, INC., a corporation organized under the laws of the State of Maryland f/k/a CNL Healthcare Trust, Inc. (the “Company”) |
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| June 6, 2023 |
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 5, 2023 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 15, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) Non |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prop |
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| April 4, 2023 |
Supplemental Notice Letter to Shareholders Exhibit (a)(5) Comrit is not affiliated with CNL Healthcare Properties, Inc. Liquidity Opportunity for CNL Healthcare Properties, Inc. As a reminder of materials previously mailed to you, Comrit Investments 1, Limited Partnership (“Comrit”) is offering to purchase for cash up to 8,800,000 shares of common stock of CNL Healthcare Properties, Inc. (the “REIT”) at a price of $4.36 per share upon the |
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| April 4, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) Non |
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| March 21, 2023 |
Letter to the Company’s Stockholders dated March 21, 2023* EX-99.A1 Exhibit 99(a)(1) March 21, 2023 Dear fellow shareholder: Please be aware that an organization that we are NOT affiliated with, Comrit Investments I, LP (Comrit), launched an unsolicited tender offer to purchase up to 8,800,000 shares of CNL Healthcare Properties common stock. The Comrit offer is $4.36 per share, 37% less than our current $6.92 estimated net asset value (NAV) per share as |
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| March 21, 2023 |
EX-99.2 Exhibit 99.2 CHP 2022 Valuation Webinar Script March 21, 2022, 2:30 p.m. ET Althia: Ladies and gentlemen, welcome to the CNL Healthcare Properties valuation conference call. Before we begin, please note that statements made during this call will include forward-looking statements within the Private Securities Litigation Reform Act of 1995, including statements about financial guidance, bus |
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| March 21, 2023 |
EX-99.1 Estimated Net Asset Value Presentation March 2023 Exhibit 99.1 General Notices This is not an offer to sell nor a solicitation of an offer to buy shares of the company. This piece is for general information purposes only and does not constitute legal, tax, investment or other professional advice on any subject matter. Information provided is not all-inclusive and should not be relied upon |
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| March 21, 2023 |
SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| March 21, 2023 |
Email to Financial Professionals dated March 21, 2023* EX-99.A2 Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: March 21, 2023 FOR BROKER-DEALER AND RIA USE ONLY. Not for general use with the public. Dear Financial Professional: On March 13, 2023, Comrit Investments I, LP filed another unsolicited tender offer with the Securities and Exchange Commission (SEC) to purchase 8,800,000 shares of CNL H |
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| March 21, 2023 |
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): March 21, 2023 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Com |
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| March 13, 2023 |
Calculation of Filing Fee Table. EX-FILING FEES 6 tm237967d4ex-filingfees.htm EX-FILING FEES EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company (Issuer)) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) Table 1 – Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $38,368,000 0.00011020 |
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| March 13, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) None or unknown (CUSIP |
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| March 13, 2023 |
Exhibit 99.(a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase provided to shareholders of record and is not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accepting the offer would violate that jurisdiction’s laws. |
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| March 13, 2023 |
Exhibit 99.(a)(1) OFFER TO PURCHASE FOR CASH 8,800,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. AT $4.36 PER SHARE by: COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP (the “Purchaser”) THE OFFER AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON MAY 10, 2023, UNLESS THE OFFER IS EXTENDED. The Purchaser hereby seeks to acquire 8,800,000 shares of common stock, par value $0. |
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| March 13, 2023 |
Exhibit 99.(a)(3) March 13, 2023 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. Dear Shareholder, Congratulations! Now you can sell your shares of common stock of CNL Healthcare Properties, Inc. (the “REIT”) for $4.36 per share in cash. Comrit Investments 1, Limited Partnership (the “Purchaser”) is offering to pay you cash by purchasing up to 8,800,000 shares of the REIT’s common |
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| March 13, 2023 |
Exhibit 99.(a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. YOU NEED TO OBTAIN a Medallion Signature Guarantee at your local bank or broker. If you have any questions, please call us at 1-800-327-9990. Please return to: 365 S. Garden Grove Lane, Suite 100 Pleasant Grove, Utah 84062 Attn: Comrit Investments 1, Limited Partnership 1. Complete or |
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| March 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Hea |
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| March 10, 2023 |
EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, CNL Healthcare Properties, Inc. (the “Company”) had Common Stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Stock is not listed on a national securities exchange. The following i |
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| March 10, 2023 |
Subsidiaries of the Registrant EXHIBIT 21.1 CNL Healthcare Properties, Inc. Subsidiaries of the Registrant All entities were formed in Delaware and do business under the name listed, unless otherwise noted. 1.CHP Albuquerque NM Owner, LLC 2.CHP Albuquerque NM Tenant Corp. (d/b/a Palmilla Senior Living) 3.CHP Albuquerque NM Land Owner, LLC 4.CHP Anderson IN Senior Living Owner, LLC 5.CHP Auburn WA Owner, LLC 6.CHP Auburn WA Tena |
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| March 10, 2023 |
EXHIBIT 10.14 Schedule of Omitted Documents of CNL Healthcare Properties, Inc. The following management agreements were not filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K. 1.Management Agreement dated December 2, 2013, by and between Morningstar Senior Management, LLC and CHP Boise ID Tenant Corp. 2.Management Agreement dated December 2 |
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| March 9, 2023 |
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): March 8, 2023 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 9, 2023 |
EX-99.1 Exhibit 99.1 March 9, 2023 Dear Fellow Shareholder: I am writing to communicate the result of our most recent estimated net asset valuation (NAV) per share, as of Dec. 31, 2022, that was recently approved by our board of directors and its valuation committee. As you would likely expect for real estate-based operating companies like CNL Healthcare Properties, this most recent NAV per share |
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| March 9, 2023 |
EX-99.2 Exhibit 99.2 FA Email Subject: CNL Healthcare Properties Announces Estimated NAV Results March 9, 2023 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional, CNL Healthcare Properties filed a Form 8-K on March 9, 2023, to announce the estimated net asset value (NAV) 1 per share for its common stock as of Dec. 31, 2022. • The company’s board of directors unanimously approved an es |
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| February 28, 2023 |
Form of Letter to Shareholders Exhibit 99.(a)(2) The information contained herein is preliminary and is subject to change and completion. The offer described herein has not yet commenced, and this communication, including all exhibits attached hereto, is neither an offer to purchase nor a solicitation or recommendation of an offer to sell shares. [], 2023 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. Dear Shar |
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| February 28, 2023 |
Exhibit 99.(a)(1) The information contained herein is preliminary and is subject to change and completion. The offer described herein has not yet commenced, and this communication, including all exhibits attached hereto, is neither an offer to purchase nor a solicitation or recommendation of an offer to sell shares. OFFER TO PURCHASE FOR CASH 8,800,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROP |
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| February 28, 2023 |
Form of Press Release/Summary Advertisement Exhibit 99.(a)(3) The information contained herein is preliminary and is subject to change and completion. The offer described herein has not yet commenced, and this communication, including all exhibits attached hereto, is neither an offer to purchase nor a solicitation or recommendation of an offer to sell shares. This announcement is neither an offer to buy nor a solicitation of an offer to sel |
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| February 28, 2023 |
SC TO-C 1 tm237963d1sctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class |
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| January 24, 2023 |
Exhibit 99.1 FA EMAIL Subject: CNL Healthcare Properties Announces Plans to Conduct an Estimated Net Asset Valuation Jan. 24, 2023 FOR BROKER-DEALER AND RIA USE ONLY. Dear [First Name]: On Jan. 24, 2023, CNL Healthcare Properties, Inc. announced that it recently engaged Robert A. Stanger & Co., Inc., an independent investment banking firm, to assist with the preparation of its estimated net asset |
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| January 24, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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 24, 2023 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (C |
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| December 7, 2022 |
Submission of Matters to a Vote of Security Holders 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): December 7, 2022 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (C |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ? Definitive Proxy Stat |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare |
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| October 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini |
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| September 26, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid |
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| September 8, 2022 |
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): September 6, 2022 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) ( |
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| September 8, 2022 |
Association and certain other lenders dated September 6, 2022 Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Agreement?) is entered into and effective for all purposes as of the 6th day of September, 2022, by and among CHP PARTNERS, LP, a Delaware limited partnership (?Borrower?), KEYBANK NATIONAL ASSOCIATION, a national banking association (?Agent?), as agent for itself and the other lenders a party from t |
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| September 8, 2022 |
nt Report on Form 8-K filed September 8, 2022 and incorporated herein by reference.) EX-10.1 2 d359004dex101.htm EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO TERM LOAN AGREEMENT THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”) is entered into and effective for all purposes as of the 6th day of September, 2022, by and among CHP PARTNERS, LP, a Delaware limited partnership (“Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“Agent”), as agent for i |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Proper |
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| July 22, 2022 |
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): July 22, 2022 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 30, 2022 |
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 29, 2022 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Comm |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Prope |
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| May 4, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) Non |
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| March 30, 2022 |
Exhibit 99.2 CHP 2021 Valuation Webinar Script March 30, 2022, 1:00 p.m. ET Colleen: Ladies and gentlemen, welcome to the CNL Healthcare Properties valuation conference call. Before we begin, please note that statements made during this call will include forward-looking statements within the Private Securities Litigation Reform Act of 1995, including statements about financial guidance, business s |
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| March 30, 2022 |
Estimated Net Asset Value Presentation March 2022 Exhibit 99.1 General Notices This is not an offer to sell nor a solicitation of an offer to buy shares of the company. This piece is for general information purposes only and does not constitute legal, tax, investment or other professional advice on any subject matter. Information provided is not all-inclusive and should not be relied upon as being |
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| March 30, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 30, 2022 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Com |
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| March 23, 2022 |
Schedule of Omitted Documents (Filed herewith.) EXHIBIT 10.64 Schedule of Omitted Documents of CNL Healthcare Properties, Inc. The following management agreements were not filed as exhibits to this annual report on Form 10-K pursuant to Instruction 2 of Item 601 of Regulation S-K. 1. Management Agreement dated December 2, 2013, by and between Morningstar Senior Management, LLC and CHP Boise ID Tenant Corp. 2. Management Agreement dated December |
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| March 23, 2022 |
Subsidiaries of the Registrant (Filed herewith.) EXHIBIT 21.1 CNL Healthcare Properties, Inc. Subsidiaries of the Registrant All entities were formed in Delaware, unless otherwise noted, and all entities do business under the name listed, unless otherwise noted. 1. CHP Albuquerque NM Owner, LLC 2. CHP Albuquerque NM Tenant Corp. (d/b/a Palmilla Senior Living) in New Mexico 3. CHP Albuquerque NM Land Owner, LLC 4. CHP Anderson IN Senior Living Ow |
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| March 23, 2022 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2021, CNL Healthcare Properties, Inc. (the ?Company?) had Common Stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The Common Stock is not listed on a national securities exchange. The following i |
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| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Properties |
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| March 22, 2022 |
Exhibit 10.1 FIRST AMENDMENT TO TERM LOAN AGREEMENT THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this ?Agreement?) is entered into and effective for all purposes as of the 21st day of March, 2022, by and among CHP PARTNERS, LP, a Delaware limited partnership (?Borrower?), KEYBANK NATIONAL ASSOCIATION, a national banking association (?Agent?), as agent for itself and the other lenders a party from |
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| March 22, 2022 |
Exhibit 99.1 March 22, 2022 Dear Fellow Shareholder: Thank you for your continued support of CNL Healthcare Properties. Since the company began conducting its annual net asset valuation analyses, we have worked to openly share the results and details of those undertakings with you. This year is no different. With the assistance of our independent third-party valuation firm, Robert A. Stanger & Co. |
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| March 22, 2022 |
Exhibit 99.2 FA Email Subject: CNL Healthcare Properties Announces Estimated NAV Results and First Quarter Distribution March 22, 2022 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional, CNL Healthcare Properties filed a Form 8-K on March 22, 2022, to announce (1) its estimated net asset value (NAV) 1 per share for its common stock as of Dec. 31, 2021, and (2) a 50% discount to the fi |
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| March 22, 2022 |
EX-10.2 3 d293847dex102.htm EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into and effective for all purposes as of the 21st day of March, 2022, by and among CHP PARTNERS, LP, a Delaware limited partnership (“Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“Agent”), as agent for itself and t |
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| March 22, 2022 |
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): March 21, 2022 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Com |
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| March 15, 2022 |
Email to Financial Professionals, dated March 15, 2022* Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: March 15, 2022 FOR BROKER-DEALER AND RIA USE ONLY. |
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| March 15, 2022 |
Letter to the Company’s Stockholders dated March 15, 2022* Exhibit 99(a)(1) March 15, 2022 Dear fellow shareholder: Please be aware that an organization that we are NOT affiliated with, Comrit Investments I, LP (Comrit), launched an unsolicited tender offer to purchase up to 8,900,000 shares of CNL Healthcare Properties common stock. |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| March 3, 2022 |
Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. |
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| March 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) None or unknown (CUSIP |
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| March 3, 2022 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 8,900,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| March 3, 2022 |
Exhibit (a)(3) March 3, 2022 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| March 3, 2022 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| March 3, 2022 |
Calculation of Filing Fee Table. Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) CNL HEALTHCARE PROPERTIES, INC. |
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| February 16, 2022 |
Exhibit 99.(a)(2) [], 2022 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. Dear Shareholder, Congratulations! Now you can sell your shares of common stock of CNL Healthcare Properties, Inc. (the ?REIT?) for $4.66 per share in cash. Comrit Investments 1, Limited Partnership (the ?Purchaser?) is offering to pay you cash by purchasing up to 8,900,000 shares of the REIT?s common stock. |
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| February 16, 2022 |
Exhibit 99.(a)(1) OFFER TO PURCHASE FOR CASH 8,900,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. AT $4.66 PER SHARE by: COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP (the ?Purchaser?) THE OFFER AND PRORATION PERIOD WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON APRIL 30, 2022, UNLESS THE OFFER IS EXTENDED. The Purchaser hereby seeks to acquire 8,900,000 shares of common stock, par value $ |
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| February 16, 2022 |
Exhibit 99.(a)(3) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase provided to shareholders of record and is not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accepting the offer would violate that jurisdiction?s laws. |
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| February 16, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) None or unknown (CUSIP |
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| January 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) Non |
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| December 15, 2021 |
Submission of Matters to a Vote of Security Holders 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): December 14, 2021 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) ( |
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| November 18, 2021 |
Exhibit 99(a)(1) November 18, 2021 Dear fellow shareholder: Please be aware that an organization that we are unaffiliated with, Comrit Investments I, LP (Comrit), launched an unsolicited tender offer to purchase up to 8,785,000 shares of CNL Healthcare Properties common stock. |
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| November 18, 2021 |
Exhibit 99(a)(2) FA Email Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer Date: Nov. |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CNL HEALTHCARE PROPERTIES, INC. |
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| November 17, 2021 |
DEFA14A 1 d249358ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare P |
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| November 12, 2021 |
EX-99.(A)(4) 5 tm2131868d1ex99a-4.htm EXHIBIT 99.(A)(4) Exhibit (a)(4) This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase provided to shareholders of record and is not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accept |
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| November 12, 2021 |
SC TO-T 1 tm2131868d1sctot.htm SC TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Clas |
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| November 12, 2021 |
Exhibit (a)(3) November 12, 2021 RE: Liquidation Opportunity for CNL Healthcare Properties, Inc. |
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| November 12, 2021 |
Exhibit (a)(1) OFFER TO PURCHASE FOR CASH 8,785,000 SHARES OF COMMON STOCK OF CNL HEALTHCARE PROPERTIES, INC. |
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| November 12, 2021 |
Exhibit (a)(2) Assignment Form Please complete this form and send it back to us in the pre-addressed envelope. |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ? Definitive Proxy Stat |
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| October 21, 2021 |
EX-99.(A)(3) 4 tm2130672d1ex99-a3.htm EXHIBIT 99.(A)(3) Exhibit (a)(3) The information contained herein is preliminary and is subject to change and completion. The Offer described herein has not yet commenced, and this communication is neither an offer to purchase nor a solicitation or recommendation of an offer to sell shares. This announcement is neither an offer to buy nor a solicitation of an |
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| October 21, 2021 |
Exhibit (a)(1) The information contained herein is preliminary and is subject to change and completion. |
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| October 21, 2021 |
EX-99.(A)(2) 3 tm2130672d1ex99-a2.htm EXHIBIT 99.(A)(2) Exhibit (a)(2) The information contained herein is preliminary and is subject to change and completion. The Offer described herein has not yet commenced, and this communication is neither an offer to purchase nor a solicitation or recommendation of an offer to sell shares. [], 2021 RE: Liquidation Opportunity for CNL Healthcare Properties, In |
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| October 21, 2021 |
SC TO-C 1 tm2130672d1sctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, Inc. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Clas |
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| October 8, 2021 |
DEF 14A 1 d188412ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| September 28, 2021 |
Exhibit 10.3 GUARANTY AGREEMENT Dated as of September 24, 2021 by each of the undersigned, as Guarantors in favor of THE LENDERS REFERRED TO IN THE TERM LOAN AGREEMENT REFERRED TO HEREIN GUARANTY AGREEMENT This GUARANTY AGREEMENT dated as of September 24, 2021 (the ?Guaranty?) made by each of the undersigned guarantors (such Persons individually referred to herein as a ?Guarantor? and collectively |
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| September 28, 2021 |
Exhibit 10.2 TERM NOTE $35,000,000.00 September 24, 2021 FOR VALUE RECEIVED, the undersigned (?Borrower?), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION or registered assigns (?Lender?), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Term Loan Agreement, date |
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| September 28, 2021 |
Schedule of Omitted Documents. EX-10.4 5 d191048dex104.htm EX-10.4 Exhibit 10.4 1. Term Note by CHP Partners, LP in the principal amount of $32.5 million in favor of Fifth Third Bank, National Association dated Sept. 25, 2021. 2. Term Note by CHP Partners, LP in the principal amount of $32.5 million in favor of Capital One, National Association dated Sept. 25, 2021. 3. Term Note by CHP Partners, LP in the principal amount of $2 |
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| September 28, 2021 |
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): September 24, 2021 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) |
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| September 28, 2021 |
EX-10.1 2 d191048dex101.htm EX-10.1 Exhibit 10.1 TERM LOAN AGREEMENT Dated as of September 24, 2021 among CHP PARTNERS, LP, as Borrower, KEYBANK NATIONAL ASSOCIATION, as Agent, and The Other Lenders Party Hereto Truist Bank and Fifth Third Bank, as Co-Syndication Agents KeyBanc Capital Markets, Truist Bank and Fifth Third Bank, as Joint Lead Arrangers TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54685 CNL Healthcare Proper |
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| May 27, 2021 |
8-K 1 d140695d8k.htm 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): May 25, 2021 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction |
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| May 27, 2021 |
EX-10.1 2 d140695dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO ADVISORY AGREEMENT THIS THIRD AMENDMENT TO ADVISORY AGREEMENT (this “Amendment”) is made and entered into as of the 26th day of May, 2021 (the “Effective Date”), by and among CNL HEALTHCARE PROPERTIES, INC., a corporation organized under the laws of the State of Maryland f/k/a CNL Healthcare Trust, Inc. (the “Company”), CHP PARTNE |
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| May 27, 2021 |
EX-99.1 3 d140695dex991.htm EX-99.1 Exhibit 99.1 May 27, 2021 Dear Fellow Shareholder: As we approach the mid-point of 2021, I again, and on behalf of our board of directors and management team, want to express my appreciation for your ongoing support and confidence in CNL Healthcare Properties. In addition to a high-level update on the business and portfolio, I am writing to highlight that the co |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 10-Q 1 chp-10q20210331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| April 13, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CNL HEALTHCARE PROPERTIES, INC. (Name of Subject Company) COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP COMRIT INVESTMENTS LTD. (Bidders) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) Non |
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| March 24, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 24, 2021 CNL Healthcare Properties, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 000-54685 27-2876363 (State or Other Jurisdiction of Incorporation) (Com |
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| March 24, 2021 |
EX-99.2 3 d132740dex992.htm EX-99.2 Exhibit 99.2 CHP 2020 Valuation Webinar Script March 24, 2021, 2:30 p.m. ET Althia: Ladies and gentlemen, welcome to the CNL Healthcare Properties valuation conference call. Before we begin, please note that statements made during this call will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, includi |
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| March 24, 2021 |
Estimated Net Asset Value Presentation March 2021 Exhibit 99.1 General Notices This is not an offer to sell nor a solicitation of an offer to buy shares of the company. This piece is for general information purposes only and does not constitute legal, tax, investment or other professional advice on any subject matter. Information provided is not all-inclusive and should not be relied upon as being |
