Current Report Filing (8-k)
March 24 2021 - 3:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2021
CNL Healthcare Properties, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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000-54685
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27-2876363
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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450 South Orange Ave.
Orlando, Florida 32801
(Address of Principal Executive Offices; Zip Code)
Registrants telephone number, including area code: (407) 650-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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None
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
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Regulation FD Disclosure.
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On March 24, 2021, CNL Healthcare Properties, Inc. (the Company), through a webinar and related script, discussed the
Companys board of directors unanimous determination of the estimated net asset value per share of its common stock as of December 31, 2020 (2020 NAV), which was announced in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2021. The webinar presentation and related script are hereby furnished as Exhibits 99.1 and 99.2 under Item 7.01.
By filing this report on Form 8-K, the Company makes no admission as to the materiality of any
information in this report. The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed to be filed for the purposes of Section 18 of the Securities and Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the liabilities of such section, nor shall 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.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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 Companys 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 managements current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Companys 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
Companys common stock, and 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 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 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.
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 Securities and Exchange Commission, including, but not limited
to, the Companys quarterly reports on Form 10-Q, and the Companys annual report on Form 10-K, copies of which may be obtained
from the Companys website at 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.
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Dated: March 24, 2021
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CNL HEALTHCARE PROPERTIES, INC.
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a Maryland corporation
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By:
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/s/ Ixchell C. Duarte
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Ixchell C. Duarte
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Chief Financial Officer and Treasurer
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CNL Healthcare Properties (PK) (USOTC:CHTH)
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