CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801-3336
tel 407.650.1000 800.522.3863
fax 407.540.2544
www.cnllifestylereit.com
Mailing Address:
P.O. Box 4920
Orlando, Florida 32802-4920
April 22, 2013
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Folake Ayoola, Attorney Advisor
| Re: | CNL Lifestyle Properties, Inc. (the “Company”) |
Preliminary Proxy Statement on Schedule 14A
Filed April 3, 2013
File No. 000-51288
Dear Ms. Ayoola:
On behalf of the Company, this letter responds to the comments of the staff of the Securities and Exchange Commission (the “Commission”) contained in the staff’s letter dated April 16, 2013 (the “Comment Letter”) with respect to the limited review of the above-referenced filing. For your convenience, we have repeated the comment from the Comment Letter in italicized print, and the Company’s response is provided below the comment.
General
1. Please revise to separate the multiple items subsumed in Proposal II-A and Proposal II-B. For those you do not unbundle, please supplementally explain your reasons. We may have further comment. Refer to Rule 14a-4(a)(3) of Regulation 14A.
Response:In accordance with the Comment Letter, the items formerly set forth in Proposal II-A and Proposal II-B relating to the proposed amendment and restatement of the Company’s charter have been separated into new Proposals II – XX, with the exception as agreed in telephonic discussions with the staff, for one proposal, i.e., Proposal IV, which contains multiple items relating to the removal, now or upon the listing of the Company’s shares on a national exchange, of various NASAA REIT-mandated limitations from the Company’s charter.
As requested by the staff, the Company hereby provides the following acknowledgements in connection with responding to the Comment Letter: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any further comments or would like to discuss any of the Company’s responses, please do not hesitate to contact the undersigned at (407) 540-7546. You may also contact Donna Brown at (407) 540-7658, or Lina Angelici at (407) 540-7591.
Sincerely,
/s/ Holly J. Greer
Holly J. Greer
Senior Vice President, General Counsel and Secretary
cc: Beth Frohlichstein