Item 1. Subject Company Information
The name of the subject company is CNL Healthcare Properties, Inc., and the address and telephone number are 450 South Orange Avenue, 14th Floor, Orlando, Florida 32801 and (407) 650-1000, respectively.
The title of the class of equity securities to which the tender offer relates is the shares of the Companys common stock, $0.01 par value per share. As
of the close of business on November 5, 2020, there were 173,960,540 shares of the Companys common stock issued and outstanding.
Item 2. Identity and Background of Filing Person
The Company is the person filing this Schedule 14D-9. The Companys name, business address and business telephone
number are set forth in Item 1 above, which information is incorporated herein by reference.
This Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule 14D-9) is being filed by CNL Healthcare Properties, Inc., a Maryland corporation (the Company), with respect to an unsolicited
tender offer by Comrit Investments 1, LP, a Cayman Islands Exempted Limited Partnership (the Offeror) to purchase up to an aggregate of 8,800,000, or approximately 5.1%, of the issued and outstanding shares of common stock (the
Shares) of the Company for a price equal to $3.66 per share, without interest, in cash (the Comrit Offer).
According to the
Offerors Schedule TO, its business address is 9 Ahad Haam Street, Tel Aviv, Israel 6129101 and its phone number is
+972-3-519-9936.
Item 3.
Past Contacts, Transactions, Negotiations and Agreements
To the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and the executive officers, directors or affiliates of
the Company, except for agreements, arrangements or understandings and actual or potential conflicts of interest discussed in Item 13. Certain Relationships and Related Transactions, and Director Independence, in the Companys
Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Annual Report) filed with the United States Securities and Exchange Commission (SEC) on March 26, 2020
(2019 Annual Report) and in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Related Party Transactions in the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2020 filed with the SEC on November 12, 2020 (September 30, 2020 Quarterly Report), which information is incorporated herein by reference.
To the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements
or understandings or any actual or potential conflicts of interest between the Company or its affiliates and the Offeror and its executive officers, directors or affiliates.
Item 4. The Solicitation or Recommendation
(a)
Solicitation or Recommendation
On February 17, 2021, the Board of Directors (Board),after careful evaluation of the Comrit Offer and
in consultation with the Companys management and outside advisors, has determined, for the reasons set forth below, to recommend that the Companys stockholders REJECT the Comrit Offer.
(b) Reasons for the Recommendation
In 2017, the Company
began evaluating strategic alternatives to provide liquidity to stockholders. To further that initiative, a special committee of the Board was constituted in April 2018 and hired two investment banking firms in June 2018 to act as financial
professionals to assist with the exploration and execution of possible strategic alternatives.
In September 2018, in furtherance of its strategy, the
Board committed to a plan to sell the Companys MOB/Healthcare Portfolio, a portfolio of 63 properties consisting of 53 medical office buildings, five post-acute care facilities and five acute care hospitals across the United States. During
2019 and the first six months of 2020, the Company sold the 53 medical office buildings and eight of the additional properties and made a special distribution to stockholders of $2.00 per share in June 2019. In light of the market disruption in the
Companys industry sector, the Company has retained net sales proceeds from properties sold in the last quarter of 2019 through