As filed with the Securities and Exchange Commission on October 31, 2018
RegistrationNo. 333-206017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 10
TO
FORMS-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
CNL HEALTHCARE PROPERTIES II, INC.
(Exact name of registrant as specified in charter)
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
(407)650-1000
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Stephen H. Mauldin
Chief Executive Officer and President
CNL Healthcare Properties II, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
(407)650-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert H. Bergdolt, Esq.
Christopher R. Stambaugh, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919)786-2000
Approximate date of commencement of proposed sale to the public:This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
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 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(d) 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 delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act (Check One):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
This Post-Effective Amendment No. 10 to the Registration Statement on FormS-11 (No.333-206017) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.
DEREGISTRATION OF SHARES OF COMMON STOCK
In accordance with the undertaking of CNL Healthcare Properties II, Inc. (the “Company”) set forth in its registration statement on FormS-11 (FileNo. 333-206017) initially declared effective March 2, 2016 (the “Registration Statement”), the Company is filing this Post-Effective Amendment No. 10 to the Registration Statement to deregister an additional $49,593,030 of Class A, Class T and Class I shares of its common stock that remain unsold under the Registration Statement. Pursuant to this Registration Statement, the Company registered up to $2,000,000,000 of shares of Class A, Class T and Class I common stock, with up to $1,750,000,000 of shares intended to be sold in its primary offering and up to $250,000,000 of shares intended to be sold under its distribution reinvestment plan, though the Company reserved the right to reallocate shares between the primary offering and the distribution reinvestment plan. The Company ceased processing subscriptions and terminated this offering effective October 1, 2018 and accepted aggregate gross offering proceeds of approximately $50,800,000.*
By filing this Post-Effective Amendment No. 10 to the Registration Statement, the Company hereby terminates the offering of shares on this Registration Statement and deregisters an aggregate $1,949,200,000 of shares of its common stock that remain unsold under the Registration Statement.
*The Company is correcting the prior amount reported under its Post-Effective Amendment No. 9 to the Registration Statement, filed October 19, 2018 with the Securities and Exchange Commission, where the Company stated that it had accepted gross offering proceeds of approximately $100,393,030.
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 FormS-11 and has duly caused this Post-Effective Amendment No. 10 to FormS-11 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on October 31, 2018.
| CNL HEALTHCARE PROPERTIES II, INC. | ||
| By: | /s/ Stephen H. Mauldin | |
| Stephen H. Mauldin, Chairman of the Board, Director, Chief Executive Officer and President | ||
Pursuant to the requirements of the Securities Act of 1933, this FormS-11 registration statement has been signed by the following persons in the following capacities on October 31, 2018.
Signature | Title | |
/s/ Stephen H. Mauldin Stephen H. Mauldin | Chairman of the Board, Director, Chief Executive Officer and President | |
* Ixchell C. Duarte | Chief Financial Officer, Treasurer and Senior Vice President (Principal Financial Officer) | |
* L. Burke Rainey | Chief Accounting Officer and Vice President (Principal Accounting Officer) | |
* Douglas N. Benham | Director | |
* Dianna F. Morgan | Director | |
*BY: /s/ Stephen H. Mauldin Stephen H. Mauldin | Attorney-in-Fact | |
