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 II, INC.
(Name of Subject Company)
CNL Healthcare Properties II, Inc.
(Name of Person Filing Statement)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
12594A 104
(CUSIP Number of Class of Securities)
Stephen H. Mauldin
President and Chief Executive Officer
CNL Healthcare Properties II, Inc.
CNL Center at City Commons
450 South Orange Avenue, 14th Floor
Orlando, Florida 32801
Telephone: (407) 650-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
With copies to:
Christopher R. Stambaugh
4141 Parklake Avenue, Suite 300
Raleigh, NC 27612-2350
(919) 786-2040
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Item 1. Subject Company Information
The name of the subject company is CNL Healthcare Properties II, Inc., and the address and telephone number are CNL Center at City Commons, 450 South Orange Avenue, 14th Floor, Orlando, Florida 32801 and (407) 650-1000, respectively.
The title of the class of equity securities to which the tender offer relates is the Class A shares of the Companys common stock, $0.01 par value per share. As of the close of business on September 17, 2019, there were 5,063,324.05 Class A shares of the Companys common stock issued and outstanding.
Item 2. Identity and Background of Filing Person
The Company is the person filing this Schedule 14D-9. The Companys name, business address and business telephone number are set forth in Item 1 above, which information is incorporated herein by reference.
This Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule 14D-9) is being filed by CNL Healthcare Properties II, Inc., a Maryland corporation (the Company), with respect to an unsolicited tender offer by Everest REIT Investors I, LLC (Everest) to purchase up to an aggregate of 250,000, or approximately 5.1%, of the issued and outstanding Class A shares of common stock (the Shares) of the Company for a price equal to $6.50 per Share, without interest, in cash (the Everest Offer).
According to Everests Schedule TO, its business address is 199 S. Los Robles Ave., Suite 200, Pasadena, California 91101 and its telephone number is (800) 611-4613.
Item 3. Past Contacts, Transactions, Negotiations and Agreements
To the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and the executive officers, directors or affiliates of the Company, except for agreements, arrangements or understandings and actual or potential conflicts of interest discussed in the sections entitled Part I, Item 1A. Risk Factors-Risks Related to Conflicts of Interest and the Companys Relationships with Its Advisor and Its Affiliates, Part III, Item 10. Directors, Executive Officers and Corporate Governance, Part III, Item 11. Executive Compensation, Part III, Item 12. Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters, and Part III, Item 13. Certain Relationships and Related Party Transactions, and Director Independence in the Companys Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 20, 2019 (the Form 10-K), which information is incorporated by reference herein. The Form 10-K was previously made available to all of the Companys stockholders and is available free of charge on the website of the Securities and Exchange Commission (SEC) at www.sec.gov, on the Companys website at www.cnlhealthcarepropertiesii.com, or by writing to CNL Healthcare Properties II, Inc., Attn: Investor Relations, 450 South Orange Avenue, Orlando, Florida 32801.
2
To the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and Everest and its executive officers, directors or affiliates.
Item 4. The Solicitation or Recommendation
Solicitation or Recommendation
On September 13, 2019, the Board of Directors (Board) held a meeting with members of the Companys management. After careful evaluation of the Everest Offer and in consultation with the Companys management and outside advisors, the Board has determined, for the reasons set forth below, to recommend that the Companys stockholders REJECT the Everest Offer.
Reasons for the Recommendation
Last year, the Company began evaluating strategic alternatives to maximize value for its stockholders. To further that initiative, a special committee of the Board was constituted in August 2018 and hired an investment banking firm in January 2019 to act as financial advisor to assist with the exploration and execution of possible strategic alternatives. More recently, as announced in the Companys Current Report on Form 8-K filed with the SEC on September 11, 2019, the Companys stockholders approved a plan of complete liquidation and dissolution (the Plan of Dissolution) of the Company. The Company is strategically managing and positioning its remaining assets and liabilities to maximize value for its stockholders as it proceeds with the approved Plan of Dissolution.
In making its determination to recommend that the Companys stockholders reject the Everest Offer, the Board (i) thoroughly and carefully reviewed and analyzed the terms and conditions of the Everest Offer; (ii) consulted with the Companys management and received advice from certain outside advisors; and (iii) evaluated various relevant and material factors in light of the Boards knowledge of the Companys business, financial condition, assets, future prospects, and the per Share range of estimated net proceeds from liquidation of the Companys common stock in order to assess the adequacy of the terms and conditions of the Everest Offer.
3
The following are the material factors considered by the Board in evaluating the Everest Offer:
The Everest Offer of $6.50 per Share represents a price that is 26.1% to 33.9% lower than the Companys estimated range of net proceeds from liquidation of $8.80 to $9.83 per Share as set forth in the proxy statement dated July 10, 2019 for the Plan of Dissolution. The Plan of Dissolution was approved by the Companys stockholders and the Company is moving forward with that plan. While there can be no assurance of the exact timing or amount of any such liquidating distributions, the Board currently believes that liquidating distributions will be paid on or before March 31, 2020, within seven (7) months from the date of this Schedule 14D-9, and that stockholders will be financially better off by holding their Shares and not accepting the Everest Offer. This is true even after taking into account the possibility of a reserve fund set aside for contingent liabilities. The amount of actual per share liquidating distributions depends on market, economic, financial and other circumstances and conditions. The Board believes that the Everest Offer represents an opportunistic attempt by Everest to purchase Shares at a deeply discounted price and make a profit and, as a result, deprive stockholders who tender their Shares of the potential opportunity to realize the longer-term value of their investment in the Company. The Board considered and acknowledges that due to the suspension of the Companys share redemption plan and the lack of a trading market for the Companys Shares, some stockholders may desire liquidity more rapidly than can be provided pursuant to the Plan of Dissolution.
| The Everest Offer states that Everest is making the Everest Offer for investment purposes and with a view to making a profit for itself. The Everest Offer also states that in determining the $6.50 per Share offer price Everest did not obtain current independent valuations or appraisals of the Companys assets. Further, Everest does not claim to have retained an independent adviser to evaluate or render any opinion with respect to the fairness of its $6.50 per Share offer to you. In fact, the Everest Offer states that in establishing the $6.50 offer price Everest is motivated to establish a price which might be acceptable to some Shareholders and will also enable [Everest] to make a profit. |
| There is no guarantee that the Everest Offer can or will be completed as soon as Everest contemplates in its Offer to Purchase. The Everest Offer does not initially expire until October 25, 2019 and such date may be extended by Everest, in its sole discretion, subject to compliance with applicable securities laws. |
| Everest expressly reserves the right to amend the terms of the Everest Offer, including by decreasing the $6.50 offer price or by changing the number of Shares being sought or the type of consideration being paid, subject to compliance with applicable securities laws, at any time before the Everest Offer expires. |
| The Everest Offer includes statements regarding the sufficiency of Everests committed capital to satisfy its obligations to purchase all Shares tendered pursuant to the Everest Offer (approximately $1,625,000 and up to an additional $25,000 for related fees and expenses) and states that it expects to obtain these funds by means of equity capital contributions from its members. Everest further acknowledges that it relies on such members performing such obligations and there are no other alternative financing arrangements or plans. Detailed financial information relating to Everest, its members, or committed capital is not publicly available, and the Board cannot therefore verify the ability of Everest to fund the Everest Offer. In view of Everests statements that it retains the right to amend or withdraw the Everest Offer prior to the expiration date for any reason, including by reducing the number of Shares to be sought or by changing the type of consideration, the Board believes that further information would be useful to stockholders for evaluating the Everest Offer. |
4
| For any dispute, claim or controversy that a stockholder may have with Everest or its controlled depositary, Everest requires each stockholder to agree to binding arbitration in Los Angeles, CA. For most stockholders and their counsel, the use of California law and a mandatory California arbitration would impose unfamiliar law and an inconvenient forum. Additionally, in any dispute between a stockholder and Everest or its affiliated persons, including the depositary, the prevailing party will be entitled to recover attorney fees and costs. |
In view of the number of reasons and complexity of these matters, the Board did not find it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weight to the specific reasons considered.
In light of the factors described above, the Board has unanimously determined that the Everest Offer is not advisable and is not in the best interests of the Company or its stockholders. Accordingly, the Board unanimously recommends that you REJECT the Everest Offer and not tender your Shares for purchase pursuant to the Everest Offer.
The Board recognizes that due to the suspension of the Companys share redemption plan and the lack of a trading market for the Companys Shares, some stockholders may decide to accept the Everest Offer based on, among other things, their individual liquidity needs. The Board acknowledges that stockholders must evaluate whether to tender their Shares based on all the information available, including the factors considered by the Board and described in our filings with the SEC. The Company cannot provide assurances with respect to future distributions or the ultimate value of its Shares, which can change periodically, or to future liquidity for stockholders.
Intent to tender
All of the Companys directors and executive officers who own Shares have advised the Company that they do not intend to tender any Shares held of record or beneficially owned by them pursuant to the Everest Offer. To the knowledge of the Company, none of the Companys subsidiaries or affiliates currently intends to tender Shares held of record or beneficially owned by them pursuant to the Everest Offer.
Item 5. Person/Assets, Retained, Employed, Compensated or Used
To the knowledge of the Company, neither the Company nor any person acting on its behalf has, directly or indirectly, employed, retained or agreed to compensate any person to make solicitations or recommendations to the Companys stockholders in connection with the Everest Offer.
5
Item 6. Interest in Securities of the Subject Company
During the 60 days ended September 17, 2019, there were no transactions involving the Shares effected by any of the Companys officers, directors, affiliates or subsidiaries.
Item 7. Purposes of the Transaction and Plans or Proposals.
(a) Except as set forth in this Schedule 14D-9, the Company is not undertaking and is not engaged in any negotiations in response to the Everest Offer that relate to the Everest Offer or other acquisition of the Shares by the Company, any of the Companys subsidiaries or any other person.
(b) Except as set forth in this Schedule 14D-9, the Company is not undertaking and is not engaged in any negotiations in response to the Everest Offer that relate to, or would result in, (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of the Companys; (ii) any purchase, sale or transfer of a material amount of assets of the Company or any of the Companys subsidiaries; or (iii) any material change in the present distribution rate or policy, or indebtedness or capitalization of the Company.
(c) Except as set forth in this Schedule 14D-9, there are no transactions, board resolutions, agreements in principle or signed contracts entered into in response to the Everest Offer that relate to one or more of the matters referred to in this Item 7.
Item 8. Additional Information
Cautionary Note Regarding Forward-Looking Statements
Certain statements of the Company included in this Schedule 14D-9 and the documents filed as exhibits hereto that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Companys business and its performance, the economy, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as believes, expects, anticipates, intends, estimates, plans, continues, pro forma, may, will, seeks, should, could and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimates of per Share liquidating distributions, and/or other matters. The Companys forward-looking statements are not guarantees of future performance. While the Companys management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Companys forward-looking statements are based on managements current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Companys ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Companys actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, the Company cautions you not to place undue reliance on such statements.
6
For further information regarding risks and uncertainties associated with the Companys business, and important factors that could cause the Companys actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Managements Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of the Companys documents filed from time to time with the SEC, including, but not limited to, the Form 10-K and the Companys quarterly reports on Form 10-Q, copies of which may be obtained from the Companys website at www.cnlhealthcarepropertiesii.com.
All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.
Item 9. Exhibits
The following exhibits are filed as part of this Schedule 14D-9:
* Included in copy mailed to stockholders.
** Those sections of the Form 10-K specified in Items 3 and 8 hereto are incorporated herein by reference.
7
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
September 17, 2019
CNL Healthcare Properties II, Inc. | ||
By: | /s/ Stephen H. Mauldin | |
Name: | Stephen H. Mauldin | |
Title: | President and Chief Executive Officer |
8
Exhibit 99(a)(1)
September 17, 2019
|
![]() |
Dear Fellow Shareholder:
Thank you for your investment in CNL Healthcare Properties II. I am writing to notify you that on September 9, 2019, Everest REIT Investors I, LLC (Everest) launched an unsolicited tender offer to purchase up to 250,000 shares of CNL Healthcare Properties II common stock at a price of $6.50 per share. We are not affiliated with Everest or its offer.
Following a careful evaluation of the offer, our board of directors unanimously recommends that shareholders reject Everests offer. The board believes that the unsolicited tender offer represents an opportunistic attempt by Everest to purchase shares at a deeply discounted price and make a profit and, as a result, deprive shareholders who tender their shares of the potential opportunity to realize the longer-term value of their investment in CNL Healthcare Properties II.
You do not need to do anything to reject the offer.
Company News
| In May 2019, the company successfully sold its medical office building for $15.4 million to an affiliate of HCP. This was an early and meaningful step in our strategic alternatives process that was announced in September 2018. |
| In September 2019, the company held its annual shareholders meeting at which shareholders voted to approve a plan of liquidation and dissolution as part of the companys strategic alternatives process. This will allow the company to move forward on its plan to provide liquidating distributions to stockholders by selling the remaining two assets, paying all company obligations and distributing net proceeds from the liquidation to stockholders, finalizing operations and dissolving the company. |
| The company estimated that net proceeds from liquidation could range between approximately $8.80 to $9.83 per share, as determined by the board of directors and as opined on by Robert A. Stanger & Co., Inc. While there can be no assurance of the exact timing or amount, the board of directors currently believes that liquidating distributions will be paid on or before March 31, 2020 within seven months from the date of this letter. The amount of actual per share liquidating distributions could change based on market, economic financial and other circumstances and conditions. |
| The board of directors and its special committee believe that the steps the company is currently taking are part of a thoughtful and measured process to create a result that is in the best interest of all its shareholders. That being said, there is no assurance when the company will provide liquidity for shareholders. |
Why Reject the Everest Offer?
| The Everest tender offer of $6.50 per share is 26.1% to 33.9% less than our estimated liquidating distribution range per share of $8.80 to $9.83, which we determined as of July 10, 2019. As noted above, this range could change due to market and other conditions. |
| Everest in its own words states that it is making the offer for investment purposes and with a view to making a profit for itself from the ownership of the shares. |
| Everest determined its offer price based on its own analysis and conceded that it did not obtain current independent valuations or appraisals for the companys assets and did not retain an independent person to evaluate or render opinion as to the fairness of the $6.50 offer price. |
| None of the directors, executive officers, affiliates or subsidiaries of CNL Healthcare Properties II intend to sell their shares to Everest. |
For these and other reasons stated in our Schedule 14D-9 filing with the Securities and Exchange Commission (SEC) found at sec.gov, our board of directors unanimously concluded that the Everest offer is not in the best interest of shareholders. In addition to this letter, we encourage you to carefully read our Schedule 14D-9 before making any decision to tender your shares.
We recognize that due to the suspension of the companys redemption plan and the lack of a current trading market for our shares, shareholders may decide to accept the Everest tender offer based on, among other things, their individual liquidity needs and financial situation. Our board acknowledges that shareholders must evaluate whether to tender their shares based on all the information available, including the factors considered by the board and described in our filing with the SEC.
In deciding, please keep in mind that the board of directors or company can provide no assurance with respect to future distributions or the value of our shares, which can change periodically, or forward-looking liquidity timing for shareholders.
As always, thank you for your investment, confidence in us and continued support. If you have questions regarding this tender offer, I encourage you to contact your financial advisor.
Sincerely,
Stephen H. Mauldin
President & Chief Executive Officer
cc: Financial representative
Cautionary Note Regarding Forward-Looking Statements
Certain statements of CNL Healthcare Properties II included in this letter that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of CNL Healthcare Properties IIs business and its performance, the economy, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as believes, expects, anticipates, intends, estimates, plans, continues, pro forma, may, will, seeks, should, could and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimates of per share liquidating distributions, and/or other matters. CNL Healthcare Properties IIs forward-looking statements are not guarantees of future performance. While CNL Healthcare Properties IIs management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise and may not be realized. CNL Healthcare Properties IIs forward-looking statements are based on managements current expectations and a variety of risks, uncertainties and other factors, many of which are beyond CNL Healthcare Properties IIs ability to control or accurately predict. Although CNL Healthcare Properties II believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, CNL Healthcare Properties IIs actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, CNL Healthcare Properties II cautions you not to place undue reliance on such statements.
For further information regarding risks and uncertainties associated with CNL Healthcare Properties IIs business, and important factors that could cause CNL Healthcare Properties IIs actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Managements Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of CNL Healthcare Properties IIs documents filed from time to time with the SEC, including, but not limited to, the Form 10-K and CNL Healthcare Properties IIs quarterly reports on Form 10-Q, copies of which may be obtained from CNL Healthcare Properties IIs website at www.cnlhealthcarepropertiesii.com.
All written and oral forward-looking statements attributable to CNL Healthcare Properties II or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and CNL Healthcare Properties II undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.
Exhibit 99(a)(2)
FA Email
Subject: CNL Healthcare Properties II Responds to Third-Party Tender Offer
Date: Sept. 17, 2019
FOR BROKER-DEALER AND RIA USE ONLY. Not for general use with the public.
Dear Financial Advisor:
On Sept. 9, 2019, Everest REIT Investors I, LLC (Everest) launched an unsolicited tender offer to shareholders of CNL Healthcare Properties II. The offer was to purchase up to 250,000 shares of CNL Healthcare Properties II common stock from shareholders. We are not affiliated with Everest and its offer.
After careful evaluation, the companys board of directors unanimously recommends that shareholders reject Everest s tender offer. This recommendation was included in the companys response filing with the SEC on Sept. 17, 2019. A copy of the filing can be found on the SECs website at sec.gov and on cnlhealthcarepropertiesii.com, along with the letter to shareholders that will be mailed on or about Sept. 23, 2019. To reject the offer, no action is required by shareholders.
Everests offer is for $6.50 per share and expires on Oct. 25, 2019, unless extended. The tender offer is for approximately 5.1% of the outstanding shares as of March 15, 2019 and will mail to shareholders the week of Sept. 23, 2019.
Company News
| In May 2019, the company successfully sold its medical office building for $15.4 million to an affiliate of HCP. This was an early and meaningful step in our strategic alternatives process that was announced in September 2018. |
| In September 2019, the company held its annual shareholders meeting at which shareholders voted to approve a plan of liquidation and dissolution as part of the companys strategic alternatives process. This will allow the company to move forward on its plan to provide liquidating distributions to shareholders by selling the remaining two assets, paying all company obligations and distributing net proceeds from the liquidation to shareholders, finalizing operations and dissolving the company. |
| The company estimated that net proceeds from liquidation could range between approximately $8.80 to $9.83 per share, as determined by the board of directors and as opined on by Robert A. Stanger & Co., Inc. While there can be no assurance of the exact timing or amount, the board of directors currently believes that liquidating distributions will be paid on or before March 31, 2020 within seven months from the date of this letter. The amount of actual per share liquidating distributions could change based on market, economic financial and other circumstances and conditions. |
| The board of directors and its special committee believe that the steps the company is currently taking are part of a thoughtful and measured process to create a result that is in the best interest of all its shareholders. That being said, there is no assurance when the company will provide liquidity for shareholders. |
Why Reject the Tender Offer?
| The board of directors concluded that the offer is not in the best interests of the company or CNL Healthcare Properties II shareholders. |
| The offer price is 26.1% to 33.9% less than our estimated liquidating distribution range per share of $8.80 to $9.83, determined as of July 10, 2019. As noted above, the range could change due to market and other conditions. |
| The board of directors believes Everest is an opportunistic purchaser attempting to acquire shares at a deeply discounted share price and make a profit. Everest in its own words states that it is making the offer for investment purposes and with a view to making a profit for itself from the ownership of the shares. |
| Everest determined its offer price based on its own analysis and conceded that it did not obtain current independent valuations or appraisals for the company assets and did not retain an independent person to evaluate or render opinion as to the fairness of the $6.50 offer price. |
| None of the directors, executive officers, affiliates or subsidiaries of CNL Healthcare Properties II intend to sell their shares to Everest. |
The companys board of directors recognizes that due to the suspension of the companys stock redemption plan and the lack of a current trading market for shares, shareholders may decide to accept the Everest tender offer based on, among other things, their individual liquidity needs and financial situation.
Please review the Schedule 14D-9 filed on Sept. 17, 2019, with the SEC. For additional information, please contact your sales representative directly or call CNL Client Services at 866-650-0650, option 2.
FOR BROKER-DEALER AND RIA USE ONLY. Not for general use with the public. See SEC filings for complete details. This information is derived from the issuers public filings and does not replace or supersede any information provided therein.
There are no assurances that these objectives will be met.
Cautionary Note Regarding Forward-Looking Statements
Certain statements of CNL Healthcare Properties II included in this e-mail that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of CNL Healthcare Properties IIs business and its performance, the economy, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as believes, expects, anticipates, intends, estimates, plans, continues, pro forma, may, will, seeks, should, could and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimates of per share liquidating distributions, and/or other matters. CNL Healthcare Properties IIs forward-looking statements are not guarantees of future performance. While CNL Healthcare Properties IIs management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise and may not be realized. CNL Healthcare Properties IIs forward-looking statements are based on managements current expectations and a variety of risks, uncertainties and other factors, many of which are beyond CNL Healthcare Properties IIs ability to control or accurately predict. Although CNL Healthcare Properties II believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, CNL Healthcare Properties IIs actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, CNL Healthcare Properties II cautions you not to place undue reliance on such statements.
For further information regarding risks and uncertainties associated with CNL Healthcare Properties IIs business, and important factors that could cause CNL Healthcare Properties IIs actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under Managements Discussion and Analysis of Financial Condition and Results of Operations and the Risk Factors sections of CNL Healthcare Properties IIs documents filed from time to time with the SEC, including, but not limited to, the Form 10-K and CNL Healthcare Properties IIs quarterly reports on Form 10-Q, copies of which may be obtained from CNL Healthcare Properties IIs website at www.cnlhealthcarepropertiesii.com.
All written and oral forward-looking statements attributable to CNL Healthcare Properties II or persons acting on its behalf are qualified in their entirety by this cautionary note. Forward-looking statements speak only as of the date on which they are made, and CNL Healthcare Properties II undertakes no obligation to, and expressly disclaims any obligation to, publicly release the results of any revisions to its forward-looking statements to reflect new information, changed assumptions, the occurrence of unanticipated subsequent events or circumstances, or changes to future operating results over time, except as otherwise required by law.
G)_NFM5**D_7\#.SY5Z?B1
MW.GZD\3K%#)YZ_:/M# 8\U6E4J >^5!QZ=*(RBM]M <9?/4Z'1HI(_MS%#'!
M)C4DNVN('#1A)(S$<#:Q*E>>#S@_0&ES+EM8?*[W,O_A%KD630+/;J
MS6K0%@AZF3=G\N*T]JKW\U^!#IMJWK^)/+X