Blog: CNL HEALTHCARE PROPERTIES, INC. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure

Correspondence with Financial Professionals and Broker Dealers

Filed as Exhibit 99.1 to this Current Report, and incorporated herein
by reference, is the text of a correspondence from CNL Healthcare Properties,
Inc. (the “Company”) to financial professionals and broker dealers
who participated in the Company’s public offerings, notifying them that
the Company (i) plans to prepare an estimated net asset value (“NAV”) per share
of the Company’s common stock as of December 31, 2022 (the “2022 NAV”),
(ii) anticipates announcing the 2022 NAV on or about March 9, 2023,
(iii) recently engaged Robert A. Stanger & Co., Inc., an independent investment
banking firm (“Stanger”), to assist the Company with the preparation of the 2022
NAV, and (iv) will hold a webinar on March 21, 2023, at 2:30 p.m., Eastern Time,
to review the 2022 NAV.

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

Item 8.01 Other Events

Determination of Net Asset Value per Share as of December 31, 2022

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

The Company now intends to establish and announce the 2022 NAV, on or about
March 9, 2023. To assist the board of directors of the Company
(the “Board”) and the Company’s valuation committee, which is comprised solely
of the Company’s independent directors (the “Valuation Committee”),
with establishing the 2022 NAV as of December 31, 2022 (the “Valuation Date”),
the Company engaged Stanger to provide a net asset
value analysis of the Company. The engagement of Stanger was based on a number
of factors including Stanger’s experience in the valuation of assets similar to
those owned by the Company. Upon the receipt of a net asset value analysis
of the Company from Stanger, which will contain, among other information, a
range of per share net asset values for the Company’s common stock as
of the Valuation Date (a “Valuation Report”), the Valuation Committee will
consider the reasonableness of the range of per share values and make
a recommendation to the Board, and the Board will approve and adopt an estimated
2022 NAV.

The Company will establish the 2022 NAV in accordance with the Company’s
valuation policy and certain recommendations and methodologies of the Institute
for Portfolio Alternatives, a trade association for non-listed direct investment
vehicles (“IPA”), as set forth in IPA Practice Guideline 2013-01 “Valuations
of Publicly Registered Non-Listed REITs” (“IPA Practice Guideline 2013-01”). In
developing its valuation analysis of the Company, Stanger will also consider
IPA Practice Guideline 2013-01.

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


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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1      Text of correspondence to financial professionals and broker dealers.

104     Cover page Interactive data file (embedded within the inline XBRL document)


© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s