Tender Offer - CNL Healthcare Properties, Inc.
Form Type: SC 14D9
Filing Date: 2025-04-17
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525083882
Filing Summary: CNL Healthcare Properties, Inc., in response to an unsolicited tender offer by Comrit Investments 1, Limited Partnership to purchase up to 3,100,000 shares of common stock at $3.03 per share, stated that their Board of Directors has recommended that stockholders reject the offer. The tender offer represents a 54.4% discount from the estimated net asset value (NAV) of $6.64 per share as of December 31, 2024. The Board of Directors formed a special committee in 2018 to explore strategic alternatives and has focused on selling properties to provide liquidity, making significant distributions to stockholders in the process. The current portfolio consists of 70 properties, mainly in senior housing. The offer is seen as an attempt to capitalize on stockholder liquidity needs and acquires shares at below fair market value, prompting concerns about long-term value for shareholders. The offer has a deadline of June 5, 2025, but may be extended at the Offeror's discretion. The Board emphasizes that stockholders should not tender their shares and highlights that there are currently no agreements in contemplation regarding other acquisitions or extraordinary transactions, nor is there any conflict of interests reported concerning the Offeror.
Additional details:
Stockholder Recommendation: reject Comrit Offer
Tender Offer Price: 3.03
Number Of Shares Offered: 3,100,000
Percentage Of Shares Offered: 1.8%
Estimated Nav Per Share: 6.64
Date Of Nav Estimate: 2024-12-31
Special Distribution Per Share: 2.00
Form Type: SC TO-T
Filing Date: 2025-04-08
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925033046
Filing Summary: CNL Healthcare Properties, Inc. is subject to a tender offer by Comrit Investments 1, Limited Partnership to purchase up to 3,100,000 shares of its common stock at a price of $3.03 per share. This offer, dated April 8, 2025, and governed under Section 14(d)(1) of the Securities Exchange Act, aims to acquire approximately 1.8% of the 175,274,045 shares outstanding as of March 5, 2025. Comrit Investments intends to fund the total possible expenditure of $9,393,000 through available cash. Affected shareholders, approximately 46,012, are informed that dividends post-June 5, 2025, will be assigned to the purchaser in accordance with the tendering process. The filing indicates compliance with various SEC rules relevant to third-party tender offers. Comrit Investments Ltd. is recognized as a bidder but does not actively participate in the offer, which is also detailed in attached exhibits.
Additional details:
Offeror Name: Comrit Investments 1, Limited Partnership
Offeror Contact: Ziv Sapir
Offeror Address: 9 Ahad Ha’am Street, Tel Aviv, Israel 6129101
Tender Offer Price: $3.03
Total Shares Offered: 3,100,000
Total Amount Payable: $9,393,000
Common Stock Outstanding: 175,274,045
Percentage Of Offer: 1.8%
Form Type: SC TO-T/A
Filing Date: 2025-03-28
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925029260
Filing Summary: This document is an amendment to the tender offer by West 4 Capital LP to purchase up to 8,800,000 shares of common stock from CNL Healthcare Properties, Inc. at a purchase price of $3.29 per share. The tender offer commenced on January 27, 2025, and this amendment serves as a final report regarding the acceptance of shares tendered by shareholders. A total of approximately 417,257 shares were tendered and subsequently accepted for payment by the Purchaser. Following this transaction, the Purchaser will hold approximately 535,710 shares, accounting for about 0.3% of the total outstanding shares.
Additional details:
Tender Offer Price: 3.29
Tendered Shares: 417257
Purchased Shares: 535710
Form Type: SC 14D9
Filing Date: 2025-02-05
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525020527
Filing Summary: On February 4, 2025, the Board of Directors of CNL Healthcare Properties, Inc. recommended that shareholders reject an unsolicited tender offer from West 4 Capital LP to purchase up to 8,800,000 shares of the Company's common stock at a price of $3.29 per share. The Board determined that the offer price was significantly below the estimated net asset value (NAV) of $6.28 per share as of December 31, 2023. The Company had previously engaged a special committee and financial advisor to explore strategic alternatives for providing liquidity to its stockholders, culminating in the sale of 70 properties since 2018. The analysis by the Board highlighted that accepting the offer would result in shareholders missing out on potential future growth and distributions. The tender offer is not expected to expire until March 26, 2025, and could be amended by the Offeror. Furthermore, the Company has announced plans for a new NAV evaluation to be released on March 10, 2025. The Board expressed unanimous disapproval of the West 4 Offer, stating it does not align with the best interests of the Company or its shareholders.
Additional details:
Title Of Class: Common stock, $0.01 par value per share
Number Of Shares Outstanding: 175,274,045
Offer Price: $3.29
Estimated NAV: $6.28
Total Shares Sought: 8,800,000
Percentage Of Shares Sought: 5.0%
Form Type: SC TO-T
Filing Date: 2025-01-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925006194
Filing Summary: CNL Healthcare Properties, Inc. filed a Tender Offer Statement on Schedule TO, whereby West 4 Capital LP intends to purchase up to 8,800,000 shares of common stock at a purchase price of $3.29 per share. The offer is set to begin on January 27, 2025, with details regarding the tendering process and conditions outlined in the Offer to Purchase. The offer represents approximately 5% of the total outstanding common stock. Any dividends after March 26, 2025, will be assigned to the purchaser. The intention is to fund the aggregate purchase price of up to $28,952,000 from available cash. As of November 7, 2024, the corporation reported a total of 175,274,045 shares outstanding with 46,183 shareholders of record as of December 31, 2023.
Additional details:
Title Of Class Of Securities: COMMON STOCK, $0.01 PAR VALUE
Cusip Number: None or unknown
Purchase Price Per Share: $3.29
Number Of Shares Offered: 8,800,000
Percentage Of Outstanding Shares: 5.0%
Aggregate Purchase Price: $28,952,000
Registered Shareholders: 46,183
Shares Outstanding: 175,274,045
Purchaser Name: West 4 Capital LP
Principal Executive Offices: CNL Center at City Commons, 450 South Orange Avenue, Orlando, Florida 32801
Phone Number: (407) 650-1000
Date Of Offer: 2025-01-27
Form Type: SC TO-T/A
Filing Date: 2024-12-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465924128384
Filing Summary: This document is an amendment to the Tender Offer Statement related to CNL Healthcare Properties, Inc. Comrit Investments 1, Limited Partnership is the purchaser offering to buy up to 5,000,000 shares of common stock at a price of $3.71 per share. The offer, which commenced on October 15, 2024, resulted in shareholders tendering approximately 1,168,426 shares, which have been accepted for payment. Post-transaction, the purchaser will own approximately 5,507,583 shares, representing about 3.1% of the total outstanding shares. This filing is a final amendment reporting the results of the tender offer.
Additional details:
Tender Offer Price: 3.71 USD
Shares Tendered: 1168426
Total Shares Owned After Tender: 5507583
Percentage Of Total Outstanding Shares: 3.1%
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