CNL Healthcare Properties II closed to new investors on Oct. 1, 2018.
This is not an offer to sell nor a solicitation of an offer to buy shares of the REIT. The offering of common stock of CNL Healthcare Properties II is closed to new investors as of Oct. 1, 2018. A registration statement relating to the common stock of CNL Healthcare Properties II is filed with the Securities and Exchange Commission. Please see the current financial statements, Form 10-Q and Form 10-K, which are available at sec.gov.
Forward-looking statements are based on current expectations and may be identified by words such as believes, expects, may, could and terms of similar substance and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the REIT’s ability to control or accurately predict. Investors should not place undue reliance on forward-looking statements.
Investing in a non-traded REIT is a higher risk, longer term investment than many listed securities and is not suitable for all investors. Shares may lose value, or investors could lose their entire investment.
The REIT was recently organized and has yet to establish any operating history on which investors may evaluate operations and prospects for the future. The REIT is a “blind pool” offering that has not identified or acquired any properties, assets or investments.
This is a “best efforts” offering and if the REIT raises substantially less than the maximum offering amount, it may not be able to invest in a large variety of portfolio assets, which will subject investors to greater risk.
Non-traded REITs are illiquid. There is no public trading market for the shares. The REIT does not expect to offer a liquidity event in the near future and investors should be prepared to hold shares for an indefinite period of time. If investors are able to sell their shares, it would likely be at a substantial discount.
There are significant limitations on the redemption of investors’ shares under the REIT’s redemption plan. The REIT can determine not to redeem any shares or to redeem only a portion of the shares for which redemption is requested. In no event will more than 5 percent of the weighted average of all share classes of the outstanding shares be redeemed in any 12-month period. The REIT may modify, suspend or terminate the redemption plan at any time. Holding periods may be waived for qualifying events. For more specific information, including redemptions for special circumstances, please refer to the prospectus.
The REIT is obligated to pay substantial fees to its advisor, managing dealer, property manager and their respective affiliates for their services in managing the day-to-day operations of the REIT based upon agreements that have not been negotiated at arm’s length, and some of which are payable based upon factors other than the quality of services. These fees could influence their advice and judgment in performing services. In addition, certain officers and directors of the advisor also serve as the REIT’s officers and directors, as well as officers and directors of competing programs, resulting in conflicts of interest.
There is no guarantee of future cash distributions or if distributions will be paid at all. Due to the high levels of investment costs and fees incurred during the REIT's initial phase, distributions may not be fully covered by cash flows from operating activities and may be paid from expense waivers, borrowings and offering proceeds. For the year ended Dec. 31, 2016, 100 percent of total distributions were funded by offering proceeds. Distributions paid from sources other than operating cash flow, now and in the future, are not sustainable and can reduce investors’ overall return. See the Risk Factors section of this piece and in the prospectus for additional information about the distribution policy.
The per share amount of distributions on Class A, Class T and Class I shares will differ because of the timing of certain class-specific expenses. Specifically, distributions on Class T shares and Class I shares will be lower than distributions on Class A shares because the REIT is required to pay ongoing distribution and servicing fees with respect to the Class T shares and Class I shares. These fees are not applicable to Class A shares.
CNL Healthcare Properties II intends to qualify and elect REIT tax status for the taxable year ending Dec. 31, 2017 or the first year of material operations. If the REIT fails to maintain its qualification as a REIT for any taxable year, it will be subject to federal income tax and net earnings available for investment or distributions would be reduced.
The use of leverage to acquire assets may hinder the REIT’s ability to pay distributions and/or decrease the value of shareholders’ investment.
There are significant risks associated with the seniors housing and healthcare sectors, including market risks impacting demand, litigation risks and the cost of being responsive to changing government regulations. The REIT’s success in these sectors is dependent, in part, on the ability to evaluate local conditions, identify appropriate opportunities and find qualified tenants or, where properties are acquired through a taxable REIT subsidiary, engage and retain qualified independent managers.