Item 7.01 | Regulation FD Disclosure. |
On or around March 25, 2020, CNL Healthcare Properties, Inc. (the “Company”) will send a letter to its stockholders notifying them of the Company’s estimated net asset value per share as of December 31, 2019 and related matters, and wille-mail financial advisors correspondence notifying them of the same matters. A copy of the letter is filed as Exhibit 99.1 and a copy of thee-mail correspondence is filed as Exhibit 99.2 to this Current Report on Form8-K and is incorporated herein by reference solely for the purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
By furnishing the information contained in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, the Company makes no admission as to the materiality of such information.
Determination of Net Asset Value per Share as of December 31, 2019
Background and Conclusion
The Company prepares and announces an estimated net asset value per share of its common stock and provides such information to its stockholders and to members of the Financial Industry Regulatory Authority (“FINRA”) and their associated persons who participated in the Company’s public offerings to assist them in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340. The Company previously announced NAVs of $10.01 per share (adjusted to $7.99 per share after declaration of a $2.00 per share special distribution and $0.02 adjustments relating to closing costs from sales of certain of the Company’s assets), $10.32 per share, $10.04 per share, $9.75 per share, $9.52 per share and $9.13 per share as of December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015, September 30, 2014 and September 30, 2013, respectively. Given the operational stage of the Company, commencing with the December 31, 2017 NAV, the Company began deducting estimated property-level transaction costs.
To assist the Board and the Company’s valuation committee, which is comprised solely of the Company’s independent directors (the “Valuation Committee”), in establishing a new estimated NAV per share of the Company’s common stock as of December 31, 2019 (the “Valuation Date”), the Company engaged Robert A. Stanger & Co., Inc., an independent third-party valuation firm (“Stanger”), to provide a net asset valuation analysis of the Company. Stanger developed a net asset valuation analysis of the Company and provided the analysis to the Valuation Committee in a report dated March 23, 2020 that contained, among other information, a range of per share net asset values for the Company’s common stock as of the Valuation Date (the “Valuation Report”).
The Valuation Committee and the Board reviewed the Valuation Report and considered the material assumptions and valuation methodologies applied and described therein. Upon due consideration, on March 23, 2020, the Valuation Committee determined that the range of per share values for the Company’s common stock was reasonable as of the Valuation Date and recommended the Board approve $7.81 per share as the estimated NAV as of the Valuation Date. Thereafter, at a meeting of the Board, which was also held on March 23, 2020, the Board accepted the recommendation of the Valuation Committee and unanimously approved $7.81 per share as the Company’s estimated NAV as of the Valuation Date (the “2019 NAV”). The 2019 NAV is the midpoint of the range of per share net asset values, adjusted for estimated transaction costs, for the Company’s common stock that Stanger provided in the Valuation Report.