Form SC 14D9 - Solicitation, recommendation statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Schedule 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

CNL HEALTHCARE PROPERTIES, INC.

(Name of Subject Company)

CNL Healthcare Properties, Inc.

(Name of Person Filing Statement)

Common stock, $0.01 par value per share

(Title of Class of Securities)

12612C 108

(CUSIP Number of Class of Securities)

Stephen H. Mauldin

President and Chief Executive Officer

CNL Healthcare Properties, Inc.

CNL Center at City Commons

450 South Orange Avenue, 14^th 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)

☐	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, Inc., a Maryland corporation (the “Company”), and the address and telephone number of its principal executive offices are 450 South Orange Avenue, 14^th 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 shares of the Company’s common stock, $0.01 par value per share. As of the close of business on October 23, 2024, there were 175,274,045 shares of the Company’s common stock issued and outstanding.

Item 2. Identity and Background of Filing Person

The Company is the person filing this Schedule 14D-9. The Company’s 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 the Company with respect to an unsolicited tender offer by Comrit Investments 1, Limited Partnership, a Cayman Islands Exempted Limited Partnership (the “Offeror”) to purchase up to an aggregate of 5,000,000, or approximately 2.9%, of the issued and outstanding shares of common stock (the “Shares”) of the Company for a price equal to $3.71 per share, without interest, in cash (the “Comrit Offer”).

According to the Offeror’s Schedule TO filed on October 15, 2024, its business address is 9 Ahad Ha’am Street, Tel Aviv, Israel 6129101 and its phone number is +972-3-519-9936.

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 Item 13. “Certain Relationships and Related Transactions, and Director Independence,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the United States Securities and Exchange Commission (“SEC”) on March 12, 2024 (“2023 Annual Report”), and in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Related Party Transactions” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 8, 2024 (“June 30, 2024 Quarterly Report”), which information is incorporated herein by reference.

Item 4. The Solicitation or Recommendation

(a) Solicitation or Recommendation

On October 22, 2024, the Board of Directors (“Board”), after careful evaluation of the Comrit Offer and in consultation with the Company’s management and outside advisors, has determined, for the reasons set forth below, to recommend that the Company’s stockholders REJECT the Comrit Offer.

(b) Reasons for the Recommendation

In April 2018, the Company’s board of directors formed a special committee consisting solely of independent directors to consider possible strategic alternatives to provide liquidity to its stockholders. Since 2018, the special committee has engaged KeyBanc Capital Markets Inc. to act as its financial advisor in connection with exploring possible strategic alternatives.

As part of executing on possible strategic alternatives, in September 2018, the Company’s board of directors committed to a plan to sell 70 properties which included medical office buildings, post-acute care facilities and acute care hospitals across the US, plus several skilled nursing facilities. Since April 2019, the Company completed the sale of 70 of the properties to unrelated third parties that it planned to sell as part of executing under possible strategic alternatives and sold an additional two senior housing properties. The Company used the net sales proceeds of these transactions: (1) to repay indebtedness secured by or allocated to properties sold, (2) to strategically rebalance other

corporate borrowings, (3) to make a special cash distribution of approximately $347.9 million ($2.00 per share) to the stockholders and (4) retained net sales proceeds for other corporate purposes, because the Company focused on maintaining balance sheet strength and liquidity during COVID-19 to enhance financial flexibility. Additionally, in 2022, the Company’s board adjusted the regular quarterly cash distribution to an amount equal to $0.0256 per share compared to $0.0512 per share that had been in effect since 2019. The $0.0256 per share regular quarterly cash distribution continued to be paid through the third quarter 2024.

The Board continues to strategically manage and position the Company’s portfolio to drive performance and value during what is now the maturation phase of the Company’s lifecycle. The Company’s current investment portfolio consists of interests in 70 properties, comprised of 69 seniors housing communities and one vacant land parcel adjacent to one of its seniors housing communities.

The Company, including its board of directors and special committee, continues to work actively with its financial advisor to consider its additional strategic alternatives.

In order to assess the adequacy of the terms and conditions of the Comrit Offer and in making its determination to recommend that the Company’s stockholders reject the Comrit Offer, the Board (i) thoroughly and carefully reviewed and analyzed the terms and conditions of the Comrit Offer; (ii) consulted with the Company’s management and received advice from certain outside advisors; (iii) evaluated various relevant and material factors in light of the Board’s knowledge of the Company’s business, financial condition, portfolio of assets, future prospects and estimated net asset value (“NAV”) per share of the Company’s common stock; and (iv) considered the strategic alternatives process.

The following are the material factors considered by the Board in evaluating the Comrit Offer:

The Board believes that the Comrit Offer is intended to capitalize on the lack of liquidity for shares of the Company’s common stock by seeking to purchase stockholders’ shares at a price significantly below their fair value in order for the Offeror to make a significant profit. Although the Company can offer no assurances, the Board and management team continue to monitor the real estate market to determine the best available options for providing further liquidity to the Company’s stockholders. The Company believes that stockholders who tender their shares in the Comrit Offer (1) will be tendering at a price substantially below the Company’s view of the current fair value of the shares, (2) will lose the opportunity to participate in any value for such shares in excess of the offer price or to participate in any potential future upside or growth of the Company with respect to such shares and (3) will lose the right to receive any future distributions that the Company may declare and pay.

•

The Comrit Offer of $3.71 per share represents a price that is approximately 40.9% less than the $6.28 estimated NAV per share of the Company’s common stock as of December 31, 2023 (and announced in a Current Report on Form 8-K filed with the SEC on March 12, 2024), which was determined by the Company’s Board with the assistance of an independent third-party valuation firm and which is the most recently announced estimated NAV per share as of the date hereof. Estimated NAV per share is calculated as of a specific date, and the value of shares of common stock will fluctuate over time as a result of, among other things, inflation and rising interest rates on the operations of the Company’s seniors housing communities, developments related to individual assets, changes in the real estate and capital markets, acquisitions or dispositions of assets, and distributions to stockholders. In addition, because shares of the Company’s common stock are not listed on a national securities exchange and there is no established trading market for shares of common stock, estimated NAV per share does not represent the: (i) the price at which shares of common stock would trade on a national securities exchange or a third party would pay for the Company, (ii) the amount a stockholder would obtain if he or she tried to sell his or her shares of common stock, or (iii) the amount stockholders would receive if the Company liquidated its assets and distributed the proceeds after paying all of its expenses and liabilities.

•

There is no guarantee that the Comrit Offer can or will be completed as soon as the Offeror contemplates in its Offer to Purchase. The Comrit Offer does not initially expire until December 11, 2024 and such date may be extended by the Offeror, in its sole discretion, subject to compliance with applicable securities laws.

•

The Offeror expressly reserves the right to amend the terms of the Comrit Offer, including by decreasing the $3.71 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 Comrit Offer expires.

•

For any dispute, claim or controversy that a stockholder may have with the Offeror or its controlled depositary, the Offeror requires each stockholder to agree to binding arbitration in Denver, CO. For most stockholders and their counsel, a mandatory Colorado arbitration would impose an inconvenient forum. Additionally, in any dispute between a stockholder and Comrit or its affiliated persons, including the depositary, the prevailing party will be entitled to recover all of their costs and expenses, including attorneys’ fees, arbitrator fees, expert witness fees and costs, fees and costs of the arbitration, and any fees and costs incurred in compelling arbitration.

In light of the factors described above, the Board has unanimously determined that the Comrit 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 Comrit Offer and not tender your shares for purchase pursuant to the Comrit Offer.

The Board recognizes that due to the suspension of the Company’s stock redemption plan, the lack of a meaningful trading market for the Company’s shares and the uncertainty surrounding the capital and financing markets and other macroeconmic conditions, some stockholders may decide to accept the Comrit Offer based on, among other things, their individual liquidity needs. The Board acknowledges that stockholders must and should 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 strategic transactions, future distributions, the future value of its shares, which can change periodically, or to future liquidity for stockholders.

(c) Intent to tender

All of the Company’s directors and executive officers who own shares of common stock have advised the Company that they do not intend to tender any shares held of record or beneficially owned by them pursuant to the Comrit Offer. To the knowledge of the Company, none of the Company’s subsidiaries or affiliates currently intends to tender shares held of record or beneficially owned by them pursuant to the Comrit 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 Company’s stockholders in connection with the Comrit Offer.

Item 6. Interest in Securities of the Subject Company

During the 60 days prior to the filing of this Schedule 14D-9, there were no transactions involving the shares of the Company’s common stock effected with any of the Company’s 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 Comrit Offer that relate to the Comrit Offer or other acquisition of the shares by the Company, any of the Company’s 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 Comrit 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 Company’s subsidiaries; (ii) any purchase, sale or transfer of a material amount of assets of the Company or any of the Company’s 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 Comrit Offer that relate to one or more of the matters referred to in this Item 7.

Item 8. Additional Information

To the knowledge of the Company, there are no agreements or understanding, whether written or unwritten, between any executive officer and the Company or the Offeror concerning any type of compensation, whether present, deferred or contingent, that is based upon or otherwise relates to the Comrit Offer.

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 statements of historical or current 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) may 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 harbor 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, 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,” the negative of such terms 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, potential strategic transactions, amount and timing of anticipated future distributions, estimates of per share net asset value of the Company’s common stock, macroeconomic conditions including inflation and rising interest rates, and/or 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 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 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. Given these uncertainties, the Company cautions you not to place undue reliance on such statements.

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 SEC, including, but not limited to, the 2023 Annual Report and the Company’s quarterly reports on Form 10-Q, copies of which may be obtained from the Company’s website at 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 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:


Exhibit No.		Description

99(a)(1)		Letter to the Company’s Stockholders dated October 24, 2024*

99(a)(2)		Email to Financial Professionals, dated October 24, 2024*

99(e)(1)		Excerpts from the Company’s 2023 Annual Report filed with the SEC on March 12, 2024 and the Company’s June 30, 2024 Quarterly Report filed with the SEC on August 8, 2024**

*	Included in copy mailed to stockholders.

**	Those sections of the Company’s 2023 Annual Report specified in Items 3 and 8 hereto are incorporated herein by reference.

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.

October 24, 2024


CNL Healthcare Properties, Inc.

By:		/s/ Stephen H. Mauldin
Name:		Stephen H. Mauldin
Title:		President and Chief Executive Officer

Exhibit 99(a)(1)

Oct. 24, 2024

Dear Fellow Shareholder:

Please be aware that Comrit Investments I, Limited Partnership (Comrit), an organization that we are NOT affiliated with, launched a new unsolicited tender offer to purchase shares of CNL Healthcare Properties common stock.

Following a thorough evaluation of the offer, our board of directors (Board) unanimously recommends that shareholders REJECT Comrit’s offer.

No action is required to reject the offer. To reiterate, we are not affiliated with Comrit or its offer.

•

The new Comrit offer is $3.71 per share, 40.9% less than our most recent $6.28 estimated net asset value (NAV) per share as of Dec. 31, 2023.¹ Comrit’s current proposal to purchase up to 5,000,000 shares is for an approximately 10.8% increase from its $3.31 offer in May 2024 and 5.8% less than its $3.94 offer in January 2024, consistent with its opportunistic goal to profit at others’ expense. This is Comrit’s fifth tender offer within the last 20 months, and its eighth in the last four years, to purchase shares of CNL Healthcare Properties common stock.

•

Our Board believes that the unsolicited tender offer represents yet another opportunistic attempt to purchase shares at an artificially low value and make a profit, primarily due to continued macroeconomic, market volatility and inflation conditions.

•

Our Board believes that the tender offer price continues to be substantially lower than the fair value of the shares and that shareholders who tender their shares will lose the opportunity to participate in any potential recovery or growth of the company with respect to such shares and lose the right to receive any future distributions that may be declared and paid.²

•

We are encouraged as we build on our progress in 2023 to continue driving our portfolio’s current and forward-looking operational and financial performance. We are fully committed to ultimately delivering a liquidity outcome for the balance of our portfolio that we feel will be in the best interest of our fellow shareholders.

•

CNL Healthcare Properties continues to be well-capitalized and well-positioned for 2024 and beyond with a sound balance sheet, strong liquidity and good financial flexibility.

Why Reject the Comrit Offer?

•

The Comrit tender offer is 40.9% less than our $6.28 estimated NAV per share, as of Dec. 31, 2023. Our estimated NAV is based on a robust and detailed process typically conducted annually with the expert assistance of a leading independent advisory and appraisal firm.

•

None of CNL Healthcare Properties’ directors, executive officers, affiliates or subsidiaries intend to sell their shares to Comrit.

•

The Comrit offer specifies that any distributions made after Dec. 11, 2024, will be assigned to them. Therefore, if you accept their tender offer, you will not receive any potential future distributions. Our third quarter 2024 distribution was paid on Sept. 25.²

•

Comrit, in its own words, states that it is “making the offer for investment purposes and with the intention of making a profit from the ownership of the shares.” Further, Comrit is “motivated to establish the lowest price which might be acceptable to shareholders consistent with their objectives.”

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 unanimously concluded that the Comrit offer is not advisable and is not in the best interest of shareholders or CNL Healthcare Properties. In addition to this letter, I encourage you to carefully read our Schedule 14D-9 before making any decision to tender your shares.

Our Board fully recognizes that you may elect to accept the Comrit tender offer based on your personal liquidity needs or financial situation, and other factors. These include the suspension of the company’s stock redemption plan, the lack of a meaningful current trading market for our shares, and to a lesser extent, uncertainty related to the broader economy.

The market conditions during 2023 and thus far into 2024 have not supported a concluding liquidating transaction; however, we have remained active studying and pursuing select market opportunities that could be in our shareholders’ best interests. Our Board is aware that shareholders must and should evaluate whether to tender their shares based on all the information available, including the factors considered by our Board and described in our filing with the SEC.

In deciding, please keep in mind that our Board or company cannot assure future distributions or our share’s value, which can change periodically, or forward-looking liquidity timing and amounts for shareholders. If you have questions regarding the tender offer, please contact your financial professional. As always, thank you for your confidence and continued support in CNL Healthcare Properties.

Sincerely,

Stephen H. Mauldin

President & Chief Executive Officer

cc: Financial professional

Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “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. The reader should not place undue reliance on forward-looking statements.

The estimated NAV per share is only an estimate based on a snapshot in time and several assumptions and estimates which can be considered inherently imprecise. The NAV is based on numerous assumptions concerning 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.

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 six months ended June 30, 2024, 100% of regular cash distributions were covered by operating cash flow as defined by GAAP. The company’s distribution is subsidized by expense waivers that will be reimbursed to the advisor in the form of restricted stock. For the year ended Dec. 31, 2023, approximately 100% of total distributions were covered by operating cash flow and approximately 0% were funded by offering proceeds.

Exhibit 99(a)(2)

FA Email

Subject: CNL Healthcare Properties Responds to Third-Party Tender Offer

Date: Oct. 24, 2024

FOR BROKER-DEALER AND RIA USE ONLY. Not for general use with the public.

Dear {{lead.Nickname:default=Financial Professional}}:

On Oct. 15, 2024, Comrit Investments I, Limited Partnership filed a new unsolicited tender offer with the Securities and Exchange Commission (SEC) to purchase shares of CNL Healthcare Properties’ common stock from shareholders. CNL Healthcare Properties is not affiliated with Comrit and its offer.

•

Comrit’s current offer to purchase up to 5,000,000 shares at $3.71 per share, is 40.9% lower than CNL Healthcare Properties’ most recent $6.28 per share estimated net asset value (NAV) as of Dec. 31, 2023.¹The tender offer is for approximately 2.9% of the outstanding shares as of Aug. 7, 2024.

•

This is Comrit’s fifth tender offer within the last 20 months, and its eighth in the last four years to purchase shares of CNL Healthcare Properties common stock. Comrit’s proposal is an approximately 10.8% increase from its $3.31 offer in May 2024 and 5.8% less than its $3.94 offer in January 2024, consistent with its opportunistic goal to profit at others’ expense.

•

After careful evaluation, the company’s board of directors unanimously recommends that shareholders reject Comrit’s tender offer. To reject the offer, no action is required by shareholders.

•

The board of directors believes that the unsolicited tender offer represents another opportunistic attempt to purchase shares at an artificially low value and make a profit, primarily due to continued macroeconomic, market volatility and inflation conditions.

•

The company’s board believes that the tender offer price is substantially lower than the fair value of the shares and that shareholders who tender their shares will lose the opportunity to participate in any potential recovery or growth of the company with respect to such shares and lose the right to receive any future distributions that may be declared and paid.²

•

The company is encouraged as it builds on its progress in 2023 to continue driving its portfolio’s current and forward-looking operational and financial performance. The company is fully committed to ultimately delivering a liquidity outcome for the balance of our portfolio that it feels will be in the best interest of fellow shareholders.

•

The company continues to be well-capitalized and well-positioned for 2024 and beyond with a sound balance sheet, strong liquidity and good financial flexibility.

•

The board of directors’ recommendation was included in the company’s response filing with the SEC on Oct. 24, 2024. A copy of the filing can be found on the SEC’s website at sec.gov and on cnlhealthcareproperties.com, along with the letter to shareholders that will be mailed on or about Nov. 1, 2024.

Why Reject the Tender Offer?

•

The board of directors unanimously concluded that the offer is not advisable and is not in the best interests of CNL Healthcare Properties or its shareholders.

•

Comrit determined its offer price based on its analysis and concedes that it did not obtain current independent valuations or appraisals for CNL Healthcare Properties’ assets and did not retain an independent advisor to evaluate or render an opinion on the fairness of the $3.71 offer price. On the other hand, CNL Healthcare Properties’ estimated NAV is based on a robust and detailed process typically conducted annually with the expert assistance of a leading independent advisory and appraisal firm.

•

None of CNL Healthcare Properties’ directors, executive officers, affiliates or subsidiaries intend to sell their shares to Comrit.

•

The Comrit offer specifies that any distributions on tendered shares made after Dec. 11, 2024, will be assigned to them. Therefore, if shareholders accept Comrit’s offer they will not receive any potential future distributions. The company’s third quarter 2024 distribution was paid on Sept. 25.²

•

Comrit, in its own words, states that it is “making the offer for investment purposes and with the intention of making a profit from the ownership of the shares.” Further, they are “motivated to establish the lowest price which might be acceptable to shareholders consistent with their objective.”

The company’s board of directors fully recognizes that shareholders may elect to accept the Comrit tender offer based on their individual liquidity needs, financial situation, and other factors. These include the suspension of the company’s stock redemption plan, the lack of a meaningful current trading market for shares, and to a lesser extent, uncertainty related to the broader economy. The market conditions during 2023 and thus far into 2024 have not supported a concluding liquidating transaction; however, the company remains active studying and pursuing select market opportunities that could be in its shareholders’ best interests.

Please review the Schedule 14D-9 filed Oct. 24, 2024. 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 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,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “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. The reader should not place undue reliance on forward-looking statements.

The estimated NAV per share is only an estimate based on a snapshot in time and several assumptions and estimates which can be considered inherently imprecise. 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.

CHP-1024-3960785-BD

CNL Healthcare Properties (PK) (USOTC:CHTH)
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