Exhibit 99.2
FA Email
Subject: CNL Healthcare Properties Responds to Third-Party Mini-Tender Offer
Date: Aug. 27, 2019
FOR BROKER-DEALER AND RIA USE ONLY. Not for general use with the public.
Dear Financial Advisor:
On Aug. 26, 2019, MacKenzie Realty Capital (MacKenzie) mailed an unsolicited mini-tender offer to shareholders of CNL Healthcare Properties. The offer was to purchase up to 1,000,000 shares of CNL Healthcare Properties’ common stock from shareholders.We are not affiliated with MacKenzie and its offer.
After careful evaluation, the company’s board of directorsunanimously recommends that shareholders reject MacKenzie ’s tender offer. This recommendation was included in the company’s response filing with the SEC on Aug. 27, 2019. A copy of the filing can be found on the SEC’s website atsec.gov and oncnlhealthcareproperties.com, along with the letter to shareholders that will be mailed on or about Aug. 30, 2019.To reject the offer, no action is required by shareholders.
MacKenzie’s offer is for $5.25 per share and expires on Sept. 30, 2019, unless extended. The tender offer is for approximately 0.57% of the outstanding shares as of June 30, 2019 and will mail to shareholders the week of Aug. 26, 2019.
Company News
| • | | As part of its strategic alternatives process to provide shareholders with liquidity, the company sold 59 of its healthcare assets in May 2019; paid a special distribution of $2.00 per share to shareholders and thereafter adjusted the estimated net asset value per share to $7.99 as of Dec. 31, 2018. |
| • | | The company’s options include but are not limited to: listing on a national securities exchange; an orderly sale of the company’s assets and distribution of the net sales proceeds; and a business combination or any other transaction with a third-party/parties to provide cash and/or securities of a publicly traded company. |
| • | | The board of directors and its special committee believe that the steps the company is currently taking to explore strategic alternatives are part of a thoughtful and measured process to create a result that is in the best interest of all its shareholders. That being said, there is no assurance when the company will provide liquidity for shareholders. |
Why Reject the Tender Offer?
| • | | The board of directors concluded that the offer is not in the best interests of the company or CNL Healthcare Properties’ shareholders. |
| • | | The offer price is 34% lower than the current $7.99 per share estimated NAV as of Dec. 31, 2018. The estimated NAV is not the amount an investor should expect to receive now or at any time in the future. |
| • | | The board of directors believes MacKenzie is an opportunistic purchaser attempting to acquire shares at a deeply discounted share price and make a profit. MacKenzie 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. |