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 8, 2017

 

 

CNL HEALTHCARE PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   000-54685   27-2876363

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

450 South Orange Avenue

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

Expense Support

At a meeting of the board of directors (the “Board”) of CNL Healthcare Properties, Inc. (the “Company”) on February 8, 2017, the Board, including the independent directors, unanimously approved the entry by the Company into a fourth amendment to its Expense Support and Restricted Stock Agreement with CNL Healthcare Corp. (the “Advisor”), its advisor (the “Advisor Expense Support Agreement”), and a fourth amendment to its Expense Support and Restricted Stock Agreement with CNL Healthcare Manager Corp., its property manager (the “Property Manager Expense Support Agreement”), which agreements as amended were made effective as of January 1, 2017. The Property Manager Expense Support Agreement is in place to cover any shortfall of expense support provided by the Advisor. As amended, the amount of expense support will be equal to the positive excess, if any, of (a) the aggregate cash distributions paid to a stockholder in an applicable year, but only to the extent such distributions do not exceed, in the aggregate, an annualized 4% of the weighted average of the Board’s most recent determination of estimated net asset value per share over (b) the Company’s aggregate MFFO for such period determined on a cumulative year-to-date basis. MFFO shall mean “modified funds from operations” as defined in the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission, and for purposes of the agreements, as amended, only, adjusted to exclude all development asset operating losses, interest expense and any other expenses, to the extent by which such losses exceed revenues, until the first full calendar quarter that is 18 months following the time when such development asset in its entirety is placed in service.

In all other respects the Advisor Expense Support Agreement and the Property Manager Expense Support Agreement remain unchanged. A copy of the fourth amendment to the Advisor Expense Support Agreement has been filed as Exhibit 10.5.4 to this report. A copy of the fourth amendment to the Property Manager Expense Support Agreement has been filed as Exhibit 10.6.4 to this report.

Item 7.01 Regulation FD Disclosure

Correspondence with Financial Advisors and Broker Dealers

Filed as Exhibit 99.1 to this Current Report, and incorporated by reference in this Item 7.01, is the text of a correspondence from CNL Healthcare Properties, Inc. (the “Company”) to financial advisors and broker dealers who participated in the Company’s public offerings, notifying them that the board of directors of the Company (the “Board”) unanimously approved $10.04 as the estimated net asset value (“NAV”) per share of the Company’s common stock as of December 31, 2016 and $10.04 per share as the purchase price of shares under the Company’s Amended and Restated Distribution Reinvestment Plan and that in accordance with the Company’s Amended and Restated Stock Redemption Plan, shares accepted for redemption will now be redeemed at a price equal to the lower of the new estimated NAV of $10.04 per share or the price paid by the stockholder for the shares.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such act, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

By furnishing the information contained in this Item 7.01 disclosure, including Exhibit 99.1, the Company makes no admission as to the materiality of such information.

Item 8.01 Other Events

Determination of Estimated Net Asset Value per Share as of December 31, 2016

Background and Conclusion

The Company prepares and announces an estimated net asset value per share of its common stock and provides such information to its stockholders and to members of the Financial Industry Regulatory Authority (“FINRA”) and their associated persons who participated in the Company’s public offerings to assist them in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340. The Company announced three previous NAVs of $9.75 per share, $9.52 per share, and $9.13 per share as of December 31, 2015, September 30, 2014, and September 30, 2013, respectively.

To assist the Board and the Company’s valuation committee, which is comprised solely of the Company’s independent directors (the “Valuation Committee”), in establishing a new estimated NAV per share of the Company’s common stock as of December 31, 2016 (the “Valuation Date”), the Company engaged CBRE Capital Advisors, Inc., an independent investment banking firm (“CBRE Cap”), to provide a valuation analysis of the Company. The engagement of CBRE Cap was based on a number of factors including the engagement by the Company of CBRE Cap in connection with its NAV estimations in 2013, 2014, and 2015. CBRE Cap developed a valuation analysis of the Company and provided the analysis to the Valuation Committee in a report dated February 8, 2017 that contained, among other information, a range of per share net asset values for the Company’s common stock as of the Valuation Date (the “Valuation Report”).

The Valuation Committee and the Board reviewed the Valuation Report and considered the material assumptions and valuation methodologies applied and described therein. Upon due consideration, on February 8, 2017, the Valuation Committee determined that the range of per share values for the Company’s common stock was reasonable and unanimously approved a recommendation to the Board to approve and adopt $10.04 as the Company’s estimated NAV per share as of the Valuation Date. Thereafter, at a meeting of the Board, which was also held on February 8, 2017, the Board accepted the recommendation of the Valuation Committee and unanimously approved $10.04 as the Company’s estimated NAV per share as of the Valuation Date (the “2016 NAV”). The 2016 NAV falls within the range of per share net asset values for the Company’s common stock that CBRE Cap provided in the Valuation Report.

The Board’s determination of the 2016 NAV was undertaken in accordance with the Company’s valuation policy and the recommendations and methodologies of the Investment Program Association, a trade association for non-listed direct investment vehicles (“IPA”), as set forth in IPA Practice Guideline 2013-01 “Valuations of Publicly Registered Non-Listed REITs” (“IPA Practice Guideline”). In accordance with the valuation policy and the IPA Practice Guideline, the 2016 NAV excludes any value adjustments due to the size and diversification of the Company’s portfolio of assets.

The estimated 2016 NAV represents a snapshot in time, will likely change, and does not necessarily represent the amount a stockholder would receive now or in the future for his or her shares of the Company’s common stock. The 2016 NAV is based on a number of assumptions, estimates and data that are inherently imprecise and susceptible to uncertainty and changes in circumstances. Please see “Valuation Methodologies and Major Assumptions,” “Valuation Summary,” and “Additional Information Regarding the Valuation, Limitations of the 2016 NAV and CBRE Cap” in this Current Report, below.

Valuation Methodologies and Major Assumptions

As of the Valuation Date, the Company’s real estate portfolio consisted of interests in 144 assets, including 73 seniors housing communities, 54 medical office buildings, 12 post-acute care facilities and five acute care hospitals. Of the Company’s properties held as of the Valuation Date, five of the Company’s 73 seniors housing communities currently have real estate under development or current expansion projects and five were owned through an unconsolidated joint venture. One of the Company’s 12 post-acute care facilities currently has real estate under development.

For purposes of the valuation analysis, the Company’s assets were classified into three categories: wholly-owned operating assets, partially-owned operating assets, and vacant land. The valuation methodologies applied to each category are summarized below.

Wholly-Owned Operating Assets.  Cash flow projections and unlevered, ten-year discounted cash flow analyses from restricted-use appraisals commissioned from CBRE Valuation & Advisory Services, an affiliate of

CBRE Cap that conducts appraisals and valuations of real properties (the “MAI Appraisals”) were used for each of the Company’s wholly-owned operating assets. Lease-up discounts and costs to complete, where applicable, were applied to stabilized values to arrive at “As Is” values for non-stabilized properties. For properties with third-party leases, valuations were based on each property’s leased fee value. Adjustments for promoted interests and earn-outs to development partners were made where applicable.

Partially-Owned Operating Assets.  For stabilized properties, “As Is” values were based on estimated net proceeds, after repayment of debt, from hypothetical sales of the assets on the Valuation Date. Hypothetical sales values were based on discounted cash flow value indications from the MAI Appraisals. For non-stabilized properties, cash flow projections and “as stabilized” sales values were derived from the MAI Appraisals. The estimated future cash flows assume hypothetical sales of the properties at a future, stabilized date. To capture the specific joint venture promote structures of partially-owned assets, deductions were made for debt service, debt repayment, and partnership promoted interests, as applicable.

Vacant Land.  The values assigned to vacant land in the real estate portfolio were derived from the MAI Appraisals.

Debt.  The Company used generally accepted accounting principles to determine the fair market value of the Company’s debt, which was reviewed for reasonableness by CBRE Cap and utilized in the Valuation Report.

Valuation Summary

The following table summarizes certain key assumptions that were employed in the discounted cash flow and terminal capitalization rate valuation methods used in determining the 2016 NAV, along with the same key assumptions utilized in prior NAV determinations as of December 31, 2015.

Table of Major Inputs

 

Assumptions    December 31, 2016
Amount / Range 		     December 31, 2015
Amount / Range 		 

Discount Rates

     

Wholly Owned Operating Assets

     

Medical Office Properties

     7.32%–7.70%         7.5%–7.8%   

Post-Acute and Acute Care Properties

     8.84%–9.29%         8.4%–8.8%   

Seniors Housing Properties

     7.88%–8.29%         8.1%–8.5%   

Partially-Owned Operating Assets

     8.11%–8.53%         8.3%–8.7%   

Terminal Capitalization Rates

     

Wholly Owned Properties

     

Medical Office Properties

     6.43%–6.76%         6.6%–6.9%   

Post-Acute and Acute Care Properties

     7.73%–8.13%         7.3%–7.6%   

Seniors Housing Properties

     7.05%–7.41%         7.1%–7.5%   

Partially Owned Properties

     7.32%–7.69%         7.3%–7.7%   

The sources relied upon in establishing the major assumptions include:

 

  •   the MAI Appraisals;

 

  •   the Company’s filings with the SEC; and

 

  •   guidance from the Company’s management.

A valuation range was calculated by varying the discount rates and terminal capitalization rates by 2.5% in either direction, which represents a 5% sensitivity on the discount rate and the terminal capitalization rate ranges. Terminal capitalization rates were used to calculate the terminal value of the assets. Terminal capitalization rates were sourced from the MAI Appraisals and varied by location, asset quality and supply and demand metrics.

In creating a valuation range for the Company, CBRE Cap varied the discount rates and the terminal capitalization rates utilized. Terminal capitalization rates varied by property. CBRE Cap set the range at a weighted average of approximately 39 basis points on the discount rate, and a weighted average of approximately 36 basis points on the terminal capitalization rate of each asset, which represents an approximate 5% sensitivity on the discount rate and the terminal capitalization rate ranges. The lower end of the range of discount and terminal capitalization rates has a positive $0.52 impact on NAV per share after adjustment for the incentive fee due to the Advisor at that value. The high end of the range for discount and terminal capitalization rates has a negative $0.51 impact on NAV per share.

The Valuation Report contained a range for the Company’s estimated 2016 NAV of $9.53 to $10.56 per share. Taking into consideration the reasonableness of the valuation methodologies, assumptions, and the conclusions contained in the Valuation Report, the Board determined the Company’s estimated 2016 NAV to be approximately $1.77 billion, or $10.04 per share, based on a share count of approximately 176.4 million shares issued and outstanding as of the Valuation Date, including restricted shares to the Company’s Advisor plus an estimate for restricted shares to be issued to the Advisor for expense support for the year ending December 31, 2016.

Material Components of the 2016 NAV

The following table summarizes the material components of the Company’s estimated 2016 NAV per share, and provides a comparison of such value and the components thereof with the Company’s prior NAV determinations as of December 31, 2015.

Table of Value Estimates for Components of Net Asset Value  (1)

(Approximate $ in 000’s, except per share value)

 

     NAV as
of 12/31/16 		     NAV Per
Share as
of 12/31/16 (7) 		     NAV as
of 12/31/15 		     NAV Per
Share as
of 12/31/15 (8) 		 

Present value of wholly owned and partially owned operating assets and vacant land (2)

   $ 3,289,236         18.65       $ 3,170,859       $ 18.09   

Cash and cash equivalents (3)

     71,238         0.40         79,209         0.45   

Other assets (4)

     10,967         0.06         11,284         0.07   

Fair market value of debt (5)

     (1,541,728 )       (8.74 )       (1,497,304 )       (8.54 ) 

Accounts payable and other accrued expenses

     (34,888 )       (0.20 )       (24,035 )       (0.14 ) 

Other liabilities (6)

     (23,699 )       (0.13 )       (31,693 )       (0.18 ) 
        

 

 

    

 

 

 

Net Asset Value

   $ 1,771,126       $ 10.04       $ 1,708,320       $ 9.75   

 

(1) Balance sheet items reflect management’s preliminary balance sheets as of the applicable valuation dates, adjusted for the Company’s ownership share. These are the composite mid-point figures as derived.
(2) Represents the Company’s share of equity, including promote structures in all partially owned assets. Increase represents higher appraised property valuations.
(3) Includes restricted cash.
(4) Includes accounts receivable and prepaid expenses.
(5) Excludes debt from partially owned assets. Increased fair market value of debt represents debt incurred in connection with higher secured debt borrowing.
(6) Includes amounts due to related parties and non-controlling interest.
(7) Based on approximately 176.4 million shares outstanding as of the 2016 valuation date.
(8) Based on approximately 175.3 million shares outstanding as of the 2015 valuation date.

The main factors that impacted the Company’s estimated 2016 NAV per share as compared to the Company’s prior NAV determination as of December 31, 2015 are (i) an increase in net operating income from the Company’s real estate assets due to factors including continued stabilization of development and lease-up properties, (ii) a decline in the market terminal capitalization rates used to calculate the terminal value of assets at the end of the discounted cash flow analyses, and (iii) a decline in the discount rates used to discount future cash flows back to present value in the discounted cash flow analyses.

Effect of 2016 NAV on the Distribution Reinvestment Plan, Stock Redemption Plan and Distributions to Stockholders

In connection with the approval of the 2016 NAV, the Board approved a change in the purchase price for shares under the Company’s Amended and Restated Distribution Reinvestment Plan to $10.04 per share. Quarterly distributions remain unchanged during the first quarter at $.10581 per share. Expressed as a percentage of the estimated NAV, the distribution represents an annualized 4.2155 percent of the 2016 NAV per share. The Company will pay first quarter distributions on or about March 13, 2017.

In accordance with the terms of the Company’s Amended and Restated Stock Redemption Plan, shares accepted for redemption under that plan will be redeemed at a price equal to the lower of the Company’s current NAV per share, which is $10.04 per share, or the price paid by the stockholder for the shares. The amount or basis for the declaration of distributions is determined from time to time by the Board and is dependent upon a number of factors, including, but not limited to, cash flow from operations and the REIT’s financial condition, and is not necessarily impacted by the new 2016 NAV.

Communications with Stockholders Regarding the 2016 NAV

The text of a correspondence from the Company to stockholders regarding the Company’s estimated 2016 NAV is filed with this Current Report as Exhibit 99.2 and is incorporated herein by reference.

Additional Information Regarding the Valuation, Limitations of the 2016 NAV and CBRE Cap

Throughout the valuation process, the Valuation Committee and the Company reviewed, confirmed and approved the processes and methodologies used by CBRE Cap and their consistency with real estate industry standards and best practices.

The Valuation Report was based upon market, economic, financial and other information, circumstances and conditions existing prior to the Valuation Date and any material change in such information, circumstances and/or conditions may have a material effect on the Company’s estimated 2016 NAV. CBRE Cap’s valuation materials were addressed solely to the Company to assist the Valuation Committee and the Board in establishing an estimated 2016 NAV. CBRE Cap’s valuation materials were not addressed to the public and should not be relied upon by any other person to establish an estimated value of the Company’s common stock. The Valuation Report does not constitute a recommendation by CBRE Cap to purchase or sell any shares of the Company’s common stock.

Although CBRE Cap reviewed the information provided by the Company for reasonableness, and utilized some of the information in its valuation analyses, CBRE Cap and its affiliates are not responsible for the accuracy of the information. Neither CBRE Cap nor any of its affiliates, including CBRE Valuation & Advisory Services, is responsible for the Board’s determination of the 2016 NAV or the Board’s determination of the redemption price for shares under the Company’s Amended and Restated Stock Redemption Plan.

While CBRE Cap reviewed for reasonableness publicly available information and the financial information supplied or otherwise made available to it by the Company, CBRE Cap assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party, and did not undertake any duty or responsibility to verify independently any of such information. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with CBRE Cap, CBRE Cap assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company, and relied upon the Company to advise CBRE Cap promptly if any information previously provided became inaccurate or was required to be updated during its review. In connection with its work in preparing valuation materials, CBRE Cap did not, and it was not requested to, solicit third party indications of interest for the Company.

In performing its analyses, CBRE Cap made numerous assumptions as of various points in time with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are necessarily subject to change and beyond the control of CBRE Cap and the Company. The analyses performed by CBRE Cap are not necessarily indicative of actual values, trading values or actual future results of the Company’s common stock that might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which the properties may actually be sold, and such estimates are inherently subject to uncertainty. The actual value of the Company’s common stock may vary significantly depending on numerous factors that generally impact the price of securities, the financial condition of the Company and the state of the real estate industry more generally. Accordingly, with respect to the estimated NAV per share of the Company’s common stock, neither the Company nor CBRE Cap can give any assurance that:

 

  •   a stockholder would be able to resell his or her shares at this estimated value per share;

 

  •   a stockholder would ultimately realize distributions per share equal to the Company’s estimated net asset value per share upon liquidation of the Company’s assets and settlement of the Company’s liabilities or a sale of the Company;

 

  •   the Company’s shares would trade at a price equal to or greater than the estimated NAV per share if the Company listed them on a national securities exchange; or

 

  •   the methodology used to estimate the Company’s NAV per share would be acceptable to FINRA or under the Employee Retirement Income Security Act (ERISA) for compliance with its reporting requirements.

The 2016 NAV was determined by the Board as of the Valuation Date. However, the value of the Company’s shares will fluctuate over time as a result of, among other things, developments related to individual assets and responses to the real estate and capital markets.

CBRE Group, Inc. (“CBRE”) is a Fortune 500 and S&P 500 company headquartered in Los Angeles, California and one of the world’s largest commercial real estate services and investment firms (in terms of 2016 revenue). CBRE Cap, a FINRA registered broker-dealer and a subsidiary of CBRE, is an investment banking firm that specializes in providing real estate financial services. CBRE Cap and affiliates possess substantial experience in the valuation of assets similar to those owned by the Company and regularly undertake the valuation of securities in connection with public offerings, private placements, business combinations and similar transactions. For the preparation of the Valuation Report, the Company paid CBRE Cap a customary fee for services of this nature, no part of which was contingent relating to the provision of services or specific findings. In the past three years, the Company has engaged CBRE Cap to provide valuation analyses of the Company as of September 30, 2013, September 30, 2014, and December 31, 2015. Further, during the past four years, certain of the Company’s affiliates have engaged affiliates of CBRE primarily for various real estate-related services, and the Company anticipates that affiliates of CBRE will continue to provide similar real estate-related services in the future. In addition, certain affiliates of the Company’s Advisor have engaged or expect to engage CBRE Cap to serve as their third party valuation advisor, and the Company may in its discretion engage CBRE Cap to assist the Board in future determinations of the Company’s estimated NAV. The Company is not affiliated with CBRE, CBRE Cap or any of their affiliates. While the Company and affiliates of the Advisor have engaged and may engage CBRE Cap or its affiliates in the future for valuations and commercial real estate-related services of various kinds, the Company believes that there are no material conflicts of interest with respect to the Company’s engagement of CBRE Cap.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

10.5.4    Fourth Amendment to Expense Support and Restricted Stock Agreement effective as of January 1, 2017, by and between CNL Healthcare Properties, Inc. and CNL Healthcare Corp.
10.6.4    Fourth Amendment to Expense Support and Restricted Stock Agreement effective as of January 1, 2017, by and between CNL Healthcare Properties, Inc. and CNL Healthcare Manager Corp.
99.1    Text of correspondence from the Company to Financial Advisors and Broker-Dealers regarding the 2016 NAV.
99.2    Text of correspondence from the Company to Stockholders regarding the 2016 NAV.

Caution Concerning Forward-Looking Statements

Statements in this Current Report on Form 8-K that are not statements of historical fact, including statements about the purported value of the Company’s common stock, constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 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 management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, statements of future economic performance, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share value of the Company’s common stock, and other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s 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 Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s inability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors.

For further information regarding risks and uncertainties associated with the Company’s business, and important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the Company’s documents filed from time to time with the Securities and Exchange Commission, including, but not limited to, the Company’s quarterly reports on Form 10-Q, and the Company’s annual report on Form 10-K, copies of which may be obtained from the Company’s website at http://www.cnlhealthcareproperties.com.

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which they are made; the Company undertakes no obligation to, and expressly disclaims any obligation to, update or revise its forward-looking statements to reflect new information, changed assumptions, the occurrence of subsequent events, or changes to future operating results over time unless otherwise required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 13, 2017    

CNL HEALTHCARE PROPERTIES, INC.

a Maryland corporation

    By:  

/s/ Kevin R. Maddron

     

Kevin R. Maddron

Chief Financial Officer, Treasurer and Chief Operating Officer

Exhibit 10.5.4

FOURTH AMENDMENT TO EXPENSE SUPPORT

AND RESTRICTED STOCK AGREEMENT

THIS FOURTH AMENDMENT TO EXPENSE SUPPORT AND RESTRICTED STOCK AGREEMENT (this “ Fourth Amendment ”), is effective as of January 1, 2017 (the “ Effective Date ”), by and between CNL Healthcare Properties, Inc. (the “ Company ”) and CNL Healthcare Corp. (the “ Advisor ”). The Company and the Advisor are each sometimes individually referred to as, a “ Party ” and collectively as, the “ Parties. ”

R E C I T A L S:

WHEREAS, the Parties entered into that certain Advisory Agreement dated as of June 8, 2011, as amended by a First Amendment to Advisory Agreement dated as of October 5, 2011, and as further amended by a Second Amendment to Advisory Agreement dated as of March 20, 2013 (collectively, the “ Advisory Agreement ”); and

WHEREAS, the Parties entered into that certain Expense Support and Restricted Stock Agreement dated effective as of April 1, 2013, as amended by a First Amendment to Expense Support and Restricted Stock Agreement dated effective as of November 7, 2013, as further amended by that certain Second Amendment to Expense Support and Restricted Stock Agreement dated effective as of April 3, 2014, and as further amended by that certain Third Amendment to Expense Support and Restricted Stock Agreement dated effective as January 1, 2016 (collectively, the “ Expense Support Agreement ”); and

WHEREAS, pursuant to paragraph 13 of the Expense Support Agreement the Parties may amend the Expense Support Agreement by a writing executed by all of the Parties; and

WHEREAS, the Parties desire to amend the Expense Support Agreement on mutually agreed upon terms more particularly set forth herein.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties, intending to be legally bound, do hereby agree as follows:

1. Recitals; Certain Definitions . The foregoing recitals are true and correct in all material respects, and are by this reference incorporated herein and made a part hereof. Capitalized terms used herein and not defined shall have the meaning set forth in the Expense Support Agreement.

2. Addition of defined term “Aggregate Stockholder Minimum Cash Distributions” . The following defined term is added to the Expense Support Agreement immediately preceding the defined term “Board”:

“ Aggregate Stockholder Minimum Cash Distributions – shall mean the aggregate cash distributions paid to the stockholder in an applicable quarter, but only to the extent such distributions do not exceed, in the aggregate, an annualized four percent (4%) of the weighted average of the Board’s most recent determination of estimated net asset value per share.”

 

1

3. Amendment to Section  1 of the Expense Support Agreement . The Parties hereby amend and restate Section  1 of the Expense Support Agreement in its entirety; and Section  1 as amended and restated shall henceforth read as follows:

“1) Expense Support . Beginning on the Effective Date and continuing until terminated as provided herein, the Advisor shall provide expense support to the Company through forgoing the payment of fees in cash and acceptance of restricted stock for services as provided herein, in an amount equal to the positive excess, if any, of (a) Aggregate Stockholder Minimum Cash Distributions declared for the applicable year, over (b) the Company’s aggregate MFFO, as defined below, for the same period (the “Expense Support Amount”). The Expense Support Amount shall be determined for each calendar year of the Company, on a cumulative year-to-date basis, with each such year-end date, a “Determination Date”. The Expense Support Amount will be credited by the Advisor to the Company in satisfaction of Asset Management Fees and other fees and expenses owed to the Advisor under the Advisory Agreement, at the Advisor’s discretion. For purposes of this Agreement only, MFFO have the same meaning as such term is defined and presented in the Company’s Form 10-Q and Form 10-K as filed pursuant to the Securities Exchange Act of 1934, as amended, and adjusted to exclude all development asset operating losses, interest expense and any other expenses, to the extent by which such losses exceed revenues, until the first full calendar quarter that is eighteen (18) months following the time when such development asset in its entirety is placed in service.”

4. Terms . All other terms and conditions as contained in the Expense Support Agreement shall remain unchanged and will continue to bind the Parties with respect to the transaction as contemplated therein.

[Signature Page Follows.]

 

2

IN WITNESS WHEREOF, the Parties have caused this Fourth Amendment to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

 

CNL HEALTHCARE PROPERTIES, INC.
By:  

 

Name:   Stephen H. Mauldin
Title:   Chief Executive Officer
CNL HEALTHCARE CORP.
By:  

 

Name:   Tracey Bracco
Title:   Vice President

 

3

Exhibit 10.6.4

FOURTH AMENDMENT TO EXPENSE SUPPORT

AND RESTRICTED STOCK AGREEMENT

THIS FOURTH AMENDMENT TO EXPENSE SUPPORT AND RESTRICTED STOCK AGREEMENT (this “ Fourth Amendment ”), is effective as of January 1, 2017 (the “ Effective Date ”), by and between CNL Healthcare Properties, Inc. (the “ Company ”) and CNL Healthcare Manager Corp. (the “ Property Manager ”). The Company and the Property Manager are each sometimes individually referred to as, a “ Party ” and collectively as, the “ Parties. ”

R E C I T A L S:

WHEREAS, the Parties entered into that certain First Amended and Restated Property Management and Leasing Agreement dated as of June 28, 2012, as amended by a First Amendment to First Amended and Restated Property Management and Leasing Agreement between the Parties dated as of April 1, 2013 (collectively, the “ Property Management Agreement ”); and

WHEREAS, the Company and CNL Healthcare Corp, the Company’s advisor (“the Advisor ”) and an affiliate of the Property Manager, entered into that certain Expense Support and Restricted Stock Agreement dated effective as of April 1, 2013, as amended by a First Amendment to Expense Support and Restricted Stock Agreement dated effective as of November 7, 2013, as further amended by that certain Second Amendment to Expense Support and Restricted Stock Agreement dated effective as of April 3, 2014, and as further amended by that certain Third Amendment to Expense Support and Restricted Stock Agreement dated effective as of January 1, 2016 (collectively, the “ Advisor Expense Support Agreement ”); and

WHEREAS, the Parties entered into that certain Expense Support and Restricted Stock Agreement dated effective as of July 1, 2013, as amended by a First Amendment to Expense Support and Restricted Stock Agreement dated effective as of November 7, 2013, as further amended by that certain Second Amendment to Expense Support and Restricted Stock Agreement dated effective as of April 3, 2014, and as further amended by that certain Third Amendment to Expense Support and Restricted Stock Agreement dated effective as of January 1, 2016 (collectively, the “ Expense Support Agreement ”); and

WHEREAS, pursuant to paragraph 13 of the Expense Support Agreement the Parties may amend the Expense Support Agreement by a writing executed by all of the Parties; and

WHEREAS, the Parties desire to amend the Expense Support Agreement on mutually agreed upon terms more particularly set forth herein.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties, intending to be legally bound, do hereby agree as follows:

1. Recitals; Certain Definitions . The foregoing recitals are true and correct in all material respects, and are by this reference incorporated herein and made a part hereof. Capitalized terms used herein and not defined shall have the meaning set forth in the Advisor Expense Support Agreement.

2. Addition of defined term “ Aggregate Stockholder Minimum Cash Distributions ” . The following defined term is added to the Expense Support Agreement immediately preceding the defined term “Board”:

“ Aggregate Stockholder Minimum Cash Distributions – shall mean the aggregate cash distributions paid to the stockholder in an applicable period, but only to the extent such distributions do not exceed, in the aggregate, an annualized four percent (4%) of the weighted average of the Board’s most recent determination of estimated net asset value per share.”

 

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3. Amendment to Section  1 of the Expense Support Agreement . The Parties hereby amend and restate Section  1 of the Expense Support Agreement in its entirety; and Section  1 as amended and restated shall henceforth read as follows:

“1) Expense Support . Beginning on the Effective Date and continuing until terminated as provided herein, in the event the Expense Support Amount (as defined in the Advisor Expense Support Agreement) calculated pursuant to the Advisor Expense Support Agreement is less than (a) Aggregate Stockholder Minimum Cash Distributions declared for the applicable year, over (b) the Company’s aggregate MFFO, as defined below, for the same period, then the Property Manager shall provide expense support to the Company through forgoing payment of fees including expense reimbursements in cash and accepting restricted common stock of the Company for services provided herein, in an amount equal to such shortfall (the “Property Manager Expense Support Amount”). The Property Manager Expense Support Amount shall be determined for each calendar year of the Company, on a cumulative year-to-date basis, after calculation of the Advisor Expense Support Amount pursuant to the Advisor Expense Support Agreement with each such year-end date, a “Determination Date”. The Property Manager Expense Support Amount will be credited by the Property Manager to the Company in satisfaction of property management and other fees and expenses owed to the Property Manager under the Property Management Agreement, at the Property Manager’s discretion. For purposes of this Agreement only, MFFO have the same meaning as such term is defined and presented in the Company’s Form 10-Q and Form 10-K as filed pursuant to the Securities Exchange Act of 1934, as amended, and adjusted to exclude all development asset operating losses, interest expense and any other expenses, to the extent by which such losses exceed revenues, until the first full calendar quarter that is eighteen (18) months following the time when such development asset in its entirety is placed in service.”

4. Terms . All other terms and conditions as contained in the Expense Support Agreement shall remain unchanged and will continue to bind the Parties with respect to the transaction as contemplated therein.

Signature Page Follows.

 

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IN WITNESS WHEREOF, the Parties have caused this Fourth Amendment to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

 

CNL HEALTHCARE PROPERTIES, INC.
By:  

 

Name:   Stephen H. Mauldin
Title:   Chief Executive Officer
CNL HEALTHCARE MANAGER CORP.
By:  

 

Name:   Tracey Bracco
Title:   Vice President

 

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Exhibit 99.1

FA Email

Subject: CNL Healthcare Properties News: Estimated NAV Results

FOR BROKER-DEALER AND RIA USE ONLY.

We are pleased to announce that CNL Healthcare Properties’ board of directors has approved an estimated net asset valuation (NAV) per share of $10.04 1 for the company’s common stock as of Dec. 31, 2016. Shares available for purchase under the Distribution Reinvestment Plan will also be priced at $10.04 per share effective the first quarter of 2017.

 

  •   This is the fourth annual valuation for CNL Healthcare Properties. The prior valuations were $9.75 as of Dec. 31, 2015, $9.52 as of as of Sept. 30, 2014, and $9.13 as of Sept. 30, 2013. CNL Healthcare Properties anticipates that it will continue to update and announce its estimated NAV per share at least annually.

 

  •   The estimated NAV per share represents the midpoint in the range of values, $9.53 to $10.56, provided by CBRE Capital Advisors, Inc. (CBRE Cap), an independent investment banking firm.

 

  •   If shares are accepted for redemption under the Amended and Restated Stock Redemption Plan, they will either be redeemed at the estimated NAV per share, currently $10.04, or the purchase price paid per share by the shareholder, whichever is less. 2

 

  •   Quarterly distributions remain unchanged during the first quarter at $0.10581 per share or $0.42324 (4.2155 percent) when expressed as the annualized percentage rate of the estimated NAV. We will continue to evaluate quarterly distributions based on the overall long-term financial position of the company. 3

Additional Information

 

  •   The estimated NAV per share excludes any portfolio premium or discount due to the portfolio’s size or diversification. The estimated NAV is a snapshot in time and not indicative of value the company or shareholders may receive if the company were to list its shares or liquidate its assets, now or in the future. Please review our latest financial filings for more details on our performance metrics.

 

  •   CBRE Cap assisted our valuation committee with the preparation of the estimated NAV per share of its common stock as of Dec. 31, 2016. Our board of director’s determination of the estimated NAV per share was in accordance with the company’s valuation policy and certain methodologies of the Investment Program Association (IPA), a trade association for non-listed direct investment vehicles, in IPA Practice Guideline 2013-01 “Valuations of Publicly Registered Non-Traded REITs.” 4

 

  •   CBRE Cap developed a valuation analysis of the company’s investments and provided the analysis to the valuation committee along with a range of estimated net asset values, which the valuation committee determined was reasonable and made a recommendation to our board of directors to approve $10.04 as the estimated NAV per share. These figures are estimated and are based upon assumptions and discounted cash flow models derived from appraisals and are not based upon a market price achieved by shareholders. Therefore, these estimates cannot be used to calculate or infer shareholder returns. Actual investment performance is generally unknown until a liquidity event occurs.

  •   We will mail this letter to shareholders on or about Feb. 15, 2017, and hold a valuation webinar on Feb. 15, 2017, at 1 p.m. EST to discuss the valuation results. Register for the webinar and dial 800-675-6818 to listen. A replay of the webinar and the accompanying slide presentation will be available within 48 hours on cnlhealthcareproperties.com

For additional information, please read the Form 8-K filed Feb. 13, 2017, contact your sales representative directly or call CNL Client Services at 866-650-0650, option 2.

 

1 The estimated NAV per share is only an estimate and is based on a number of assumptions and estimates that may not be correct. The NAV is based on numerous assumptions and estimates with respect to industry, business, economic and regulatory conditions, all of which are subject to changes. Throughout the valuation process, the valuation committee, the REIT’s advisor and senior members of management reviewed, confirmed and approved the processes and methodologies and their consistency with real estate industry standards and best practices.
2   The Redemption Plan is limited, and redemptions are not guaranteed; furthermore, the plan is subject to suspension, modification or termination at any time.
3   Distributions are not guaranteed in frequency or amount. Distributions have been and may in the future be paid by borrowings, shareholder proceeds and income. For the nine months ended Sept. 30, 2016, approximately 96 percent of cash distributions were covered by operating cash flow and 4 percent were funded by other sources, which could include borrowings and/or proceeds from the Distribution Reinvestment Plan. The REIT’s distribution is subsidized by expense waivers that will be reimbursed to the advisor in the form of restricted stock. The REIT has experienced losses that are anticipated to be temporary and due to several properties under development. For the years ended Dec. 31, 2015, 2014 and 2013, approximately 45, 34 and 13 percent, respectively, of total distributions were covered by operating cash flow and approximately 55, 66 and 87 percent, respectively, were funded by offering proceeds. For the years ended Dec. 31, 2012 and 2011, the REIT’s first two years of operations, distributions were not covered by operating cash flow and were 100 percent funded by offering proceeds.
4 There is no assurance that CNL Healthcare Properties’ adherence to any of the methodologies set forth in IPA Practice Guideline 2013-01 satisfies applicable compliance or other requirements of the SEC, FINRA or under ERISA with respect to the preparation and disclosure of its estimated NAV per share.

FOR BROKER-DEALER AND RIA USE ONLY.

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

Forward-looking statements are based on current expectations and may be identified by words such as believes, anticipates, expects, may, could and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial advisors should not place undue reliance on forward-looking statements.

Exhibit 99.2

February 13, 2017

Dear Fellow Shareholder:

We are pleased to share with you the results of our 2016 estimated net asset valuation per share (NAV) for CNL Healthcare Properties, as well as other portfolio highlights. Below is a snapshot of what you should know about your investment:

 

  1. Our estimated NAV increased to $10.04 per share, from $9.75 per share – our third consecutive annual increase.

 

  2. The Distribution Reinvestment Plan (DRP) and Distribution Policy remain unchanged at this time, with the exception of the purchase price for shares under the DRP will now be our new NAV – $10.04 per share. The first quarter distribution remains $0.4215 per share, which represents an annualized distribution rate of 4.2  percent based on the updated NAV. First quarter distributions will be paid in mid-March.

 

  3. In 2016, the portfolio performed quite well as we continued to actively manage our holdings to maximize shareholder value.

 

  4. Looking ahead, we will remain focused on completing our current construction and expansion projects and continuing to lease up targeted assets to further position the portfolio to the point when we can begin the process of studying options for shareholder liquidity.

2016 Estimated Net Asset Value

Following a unanimous recommendation from the valuation committee, the board of directors unanimously determined $10.04 1 as the estimated NAV per share of our common stock as of December 31, 2016. As you can see in the graph below, this is our third consecutive NAV increase, with our previous estimated NAV per share being $9.75 as of December  31, 2015.

 

LOGO

Our estimated NAV per share was positively impacted by several factors, including an increase in net operating income due to improved property performance, the continued stabilization of our newly developed and lease-up properties, and slight declines in market-based discount and capitalization rates. To arrive at our 2016 NAV, we engaged CBRE, Capital Advisors, Inc., an independent appraisal firm, to provide a valuation analysis of the company. CBRE has conducted our three previous annual valuation analyses and is one of the world’s largest commercial real estate services and investment firms (in terms of 2016 revenue).

If you are interested in more in-depth information on our valuation, we also invite you to review our 8-K and valuation presentations; both are available at cnlhealthcareproperties.com. While we are pleased with the trajectory of our estimated NAV per share, keep in mind that this value is as of a specific date and may not necessarily be indicative of the value that could be realized when we pursue future strategies for shareholder liquidity.

Distribution Reinvestment Plan and Distribution Policy

The purchase price for shares under the DRP will be $10.04 per share. Additionally, monthly distributions remain unchanged during the first quarter at $0.4215 per share. Expressed as a percentage of the estimated NAV, the distribution represents 4.2 percent annually. The company will pay first quarter distributions on or about March 13, 2017.

Portfolio Highlights

Reflecting back on 2016, we continued to actively manage our portfolio to best position the company and shareholders for success. Here are some highlights:

 

  •   We have a healthcare portfolio with an appraised value of more than $3  billion. It is comprised of well-positioned seniors housing communities, medical office buildings, acute care and post-acute care facilities, representing 144 investments across 34 states.

 

  •   In 2016, we expanded our geographic footprint to Louisiana with the acquisition of a newly constructed inpatient rehabilitation facility in New Orleans.

 

  •   We completed the construction of Watercrest at Katy, a 210-unit seniors housing community in Texas. This is our fifth ground-up seniors’ housing development, which opened in May of last year and has enjoyed a strong lease-up period.

 

  •   In November of last year, we sold Dogwood Forest of Acworth – a seniors housing community in the Atlanta, Georgia area that we developed and opened to residents in mid-2014. Sixteen months later, we were presented a unique opportunity to sell it for $34.3 million, recording a net gain on the sale of approximately $15.4  million.

While we approach ownership of the properties in our portfolio with a longer-term view, we expect to strategically evaluate select opportunities to sell assets if it is consistent with our portfolio strategy of maximizing shareholder value.

Looking Ahead

As our company and portfolio continue to mature, we are intently focused on completing our six current development and value-add expansion projects. Ultimately, we expect to turn our attention to the process of beginning to evaluate potential options for shareholder liquidity. In the meantime, we look forward to updating you further in our upcoming 2016 annual report.

We are pleased with our progress and as always, appreciate your confidence in us and the opportunity to be stewards of your investment. Should you have questions, please contact your financial advisor or CNL Client Services at 866-650-0650, option 3.

 

Sincerely,   

 

Thomas K. Sittema

   Stephen H. Mauldin
Chairman of the Board    President and Chief Executive Officer

cc: Financial advisors

 

1 The estimated NAV per share is only an estimate and is based on a number of assumptions and estimates which may not be correct. The NAV is based on numerous assumptions with respect to industry, business, economic and regulatory conditions, all of which are subject to changes. Throughout the valuation process, the valuation committee, our advisor and senior members of management reviewed, confirmed and approved the processes and methodologies and their consistency with real estate industry standards and best practices.

For the nine months ended Sept. 30, 2016, approximately 96 percent of cash distributions were covered by operating cash flow and 4  percent were funded by other sources, which could include borrowings and/or proceeds from the Distribution Reinvestment Plan. The REIT’s distribution is subsidized by expense waivers that will be reimbursed to the advisor in the form of restricted stock. The REIT has experienced losses that are anticipated to be temporary and due to several properties under development. For the years ended Dec. 31, 2015, 2014 and 2013, approximately 45, 34 and 13  percent, respectively, of total distributions were covered by operating cash flow and approximately 55, 66 and 87  percent, respectively, were funded by offering proceeds. For the years ended Dec. 31, 2012 and 2011, the REIT’s first two years of operations, distributions were not covered by operating cash flow and were 100  percent funded by offering proceeds.

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “anticipates,” “expects,” “may,” “could” and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial advisors should not place undue reliance on forward-looking statements.