As filed with the Securities and Exchange Commission on December 11, 2013
Registration No. 333-168129
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
CNL HEALTHCARE PROPERTIES, INC.
(Exact name of registrant as specified in its governing instruments)
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 650-1000
(Address, including zip code, and telephone number, including
area code, of the registrant’s principal executive offices)
Stephen H. Mauldin
President and Chief Executive Officer
CNL Healthcare Properties, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 650-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard E. Baltz, Esq. Neil M. Goodman, Esq. Arnold & Porter LLP 555 Twelfth Street, N.W. Washington, DC 20004-1206 Telephone: (202) 942-5000 | Peter E. Reinert, Esq. Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 215 North Eola Drive Orlando, Florida 32801 Telephone: (407) 843-4600 |
Approximate date of commencement of proposed sale to public: As soon as practicable after the registration statement becomes effective.
If any of the securities being registered in this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. x
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
This Post-Effective Amendment No. 7 to the Form S-11 Registration Statement (Registration No. 333-168129) is filed pursuant to Section 462(d) solely to file a consent as an exhibit to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. | Financial Statements and Exhibits |
(b) | The following exhibit is filed as part of the Registration Statement: |
Exhibit No. | Description | |
23.7 | Consent of CBRE Capital Advisors, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 7 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on December 11, 2013.
CNL HEALTHCARE PROPERTIES, INC. (Registrant) | ||
By: | /s/ James M. Seneff, Jr. | |
James M. Seneff, Jr. Chairman of the Board and Director |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 7 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ James M. Seneff, Jr. James M. Seneff, Jr. | Chairman of the Board and Director | December 11, 2013 | ||
* Thomas K. Sittema | Vice Chairman of the Board and Director | December 11, 2013 | ||
* Michael P. Haggerty | Independent Director | December 11, 2013 | ||
* J. Douglas Holladay | Independent Director | December 11, 2013 | ||
* J. Chandler Martin | Independent Director | December 11, 2013 | ||
* Stephen H. Mauldin | President and Chief Executive Officer (Principal Executive Officer) | December 11, 2013 | ||
* Joseph T. Johnson | Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | December 11, 2013 | ||
* Ixchell C. Duarte | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | December 11, 2013 |
By his signature set forth below, the undersigned, pursuant to duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this Post-Effective Amendment No. 7 to the Registration Statement on behalf of the persons indicated.
*By: | /s/ James M. Seneff, Jr. | |
James M. Seneff, Jr. | ||
Attorney-in-Fact |