UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2016
CNL LIFESTYLE PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-51288 | 20-0183627 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
450 South Orange Ave.
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)) |
EXPLANATORY NOTE
On November 2, 2016, CNL Lifestyle Properties, Inc. (the “Company”), its operating partnership, CLP Partners, LP and certain subsidiaries of the Company, entered into a Purchase and Sale Agreement (the “Sale Agreement”) with EPR Properties, a Maryland real estate investment trust (“EPR”) and Ski Resort Holdings LLC, a Delaware limited liability company owned by funds affiliated with Och-Ziff Real Estate (the “Ski Purchaser” and, together with EPR, the “Purchasers”), for the sale of the Company’s remaining real estate properties and related assets (the “Sale”), in connection with which the Company filed a periodic report on Form 8-K on November 2, 2016 (the “Original Form 8-K”). This Form 8-K/A amends the Original Form 8-K to include the Sale Agreement as Exhibit 2.1, which is incorporated herein by reference. The Sale Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or the Purchasers.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 2.1* | Purchase and Sale Agreement, dated November 2, 2016 by and among CNL Lifestyle Properties, Inc., CLP Partners, LP and certain subsidiaries of the Company, EPR Properties and Ski Resort Holdings LLC. | |
| * | Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to the Purchase and Sale Agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all omitted exhibits and schedules. |
Additional Information about the Proposed Transactions and Where to Find It
The Company plans to file with the SEC a preliminary proxy statement for the proposed transactions, which will be a part of a registration statement on Form S-4 filed by EPR in connection with the proposed transactions and include EPR’s preliminary prospectus. A definitive proxy statement will be mailed to the Company’s stockholders. THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, EPR, THE PROPOSED SALE OF THE PROPERTIES, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTIONS, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY MATERIALS CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov, at the Company’s website athttp://www.cnllifestylereit.com/ under the tab “Investor Relations” and then “SEC Filings” and on EPR’s website athttp://www.eprkc.com under the tab “Investor Center” and then “SEC Filings.”
Participants in the Solicitation
The Company and its directors and executive officers and EPR and its trustees and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transactions. Information regarding the special interests of these directors, trustees and executive officers in the proposed transactions will be included in the definitive proxy statement/prospectus referred to above. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on March 28, 2016. Additional information regarding EPR’s trustees and executive officers is also included in EPR’s proxy statement for its 2016 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2016, and in Form 4s of EPR’s trustees and executive
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officers filed with the SEC. The filed documents are available free of charge at the SEC’s website at sec.gov and from the Company and EPR by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the proxy statement/prospectus.
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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.
| Date: November 3, 2016 | CNL LIFESTYLE PROPERTIES, INC. a Maryland Corporation | |||
| By: | /s/ Tammy J. Tipton | |||
Tammy J. Tipton Chief Financial Officer and Treasurer | ||||
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EXHIBIT INDEX
Exhibit No. | Exhibit Description | |
| 2.1* | Purchase and Sale Agreement, dated November 2, 2016 by and among CNL Lifestyle Properties, Inc., CLP Partners, LP and certain subsidiaries of the Company, EPR Properties and Ski Resort Holdings LLC. | |
| * | Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to the Purchase and Sale Agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all omitted exhibits and schedules. |
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