CNL LIFESTYLE PROPERTIES, INC. (OTCMKTS:CLLY) Files An 8-K Other Events
Item8.01
| Other Events. |
Determination of Estimated Net Asset Value Per Share as
of April 20, 2017
As previously reported in CNL Life>
The Company prepares and announces an estimated net asset value
(NAV) 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 Companys public offerings to assist them in
meeting their customer account statement reporting obligations
under National Association of Securities Dealers Conduct Rule
2340. The Companys prior estimated NAV determination was $2.10
per share as of November30, 2016, which determination took into
account the entry by the Company into the Sale Agreement for
aggregate consideration of $830million.
To assist the Board and the Companys valuation committee, which
is comprised solely of the Companys independent directors (the
Valuation Committee), in establishing a new estimated NAV per
share of the Companys common stock as of April20, 2017 (the
Valuation Date), CNL Life>
The Valuation Committee and the Board reviewed the Valuation
Analysis and considered the material assumptions relating
thereto. Upon due consideration, on April20, 2017, the Valuation
Committee recommended to the Board an estimated NAV as of
April20, 2016 of $0.10 per share of Company common stock.
Thereafter, at a special meeting of the Board, which was also
held on April20, 2017, the Board accepted the recommendation of
the Valuation Committee and unanimously approved $0.10 as the
estimated NAV per share of the Companys common stock based on a
share count of 325,182,969 shares issued and outstanding as of
April20, 2017 (the Revised NAV).
The following table summarizes the material components of the
Companys Revised NAV. Adjustments were made to reflect estimated
liquidation costs, holdbacks and reserves based on the Companys
liquidation and dissolution prior to the end of 2017.
Table of Value Estimates for Components of Net Asset
Value
| Value($000s) 4/20/17 | Per Share | |||||||
|
Cash |
$ | 66,517 | $ | 0.20 | ||||
|
Other Assets |
5,798 | 0.02 | ||||||
|
Accounts Payable and Other Liabilities |
(39,946 | ) | (0.12 | ) | ||||
|
Net Asset Value |
$ | 32,369 | $ | 0.10 |
The Revised NAV deviates from the Companys valuation policy which
requires valuation as of December31 each year and from the
recommendations and methodologies of the Investment Program
Association, a trade association for non-listed direct investment
vehicles (IPA), as set forth in IPA Practice Guideline
2013-01 Valuations
of Publicly Registered Non-Listed REITs.
The value of the
EPR Shares was approximately $672.7million or $2.07 per share of
Company common stock when calculated based on the average trading
price of EPR common shares using the high and low trading price
on the Valuation Date. The Company cautions that the trading
price of the EPR Shares will continue to change after the Interim
Distribution. The Revised NAV plus the Interim Distribution meets
or exceeds the aggregate liquidation range estimated between
$2.10 and $2.25 per share of the Companys common stock, in cash
and EPR Stock, as included in the Companys joint proxy
statement/prospectus filed to Section 14(a) of the Securities
Exchange Act of 1934 on January26, 2017.
Caution
Concerning Forward-Looking Statements
Statements in this
Current Report on Form 8-K that are not statements of historical
or fact, including statements about the purported value of the
Companys common stock, may constitute forward-looking statements
within the meaning of the Federal Private Securities Litigation
Reform Act of 1995. The Company intends that such forward-looking
statements, including statements regarding the Valuation Report,
be subject to the safe harbors created by Section21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are statements that do not relate strictly to
historical or current facts, but reflect managements current
understandings, intentions, beliefs, plans, expectations,
assumptions and/or predictions regarding the future of the
Companys business and its performance, statements of future
economic performance, and other future conditions and forecasts
of future events, and circumstances. Forward-looking statements
are typically identified by words such as believes, expects,
anticipates, intends, estimates, plans, continues, pro forma,
may, will, seeks, should and could, and words and terms of
similar substance in connection with discussions of future
operating or financial performance, business strategy and
portfolios, projected growth prospects, cash flows, costs and
financing needs, legal proceedings, amount and timing of
anticipated future distributions, estimated per share net asset
value of the Companys common stock, and/or other matters. The
Companys forward-looking statements are not guarantees of future
performance. While the Companys management believes its
forward-looking statements are reasonable, such statements are
inherently susceptible to uncertainty and changes in
circumstances. As with any projection or forecast,
forward-looking statements are necessarily dependent on
assumptions, data and/or methods that may be incorrect or
imprecise, and may not be realized. The Companys forward-looking
statements are based on managements current expectations and a
variety of risks, uncertainties and other factors, many of which
are beyond the Companys inability to control or accurately
predict. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon
reasonable assumptions, the Companys actual results could differ
materially from those set forth in the forward-looking statements
due to a variety of risks, uncertainties and other factors. Given
these uncertainties, the Company cautions you not to place undue
reliance on such statements.
For further
information regarding risks and uncertainties associated with the
Companys business, and important factors that could cause the
Companys actual results to vary materially from those expressed
or implied in its forward-looking statements, please refer to the
factors listed and described under Managements Discussion and
Analysis of Financial Condition and Results of Operations and the
Risk Factors sections of the Companys documents filed from time
to time with the SEC, including, but not limited to, the Companys
quarterly reports on Form 10-Q, and the Companys annual report on
Form 10-K, copies of which may be obtained from the Companys
website at http://www.cnllife>
All written and
oral forward-looking statements attributable to the Company or
persons acting on its behalf are qualified in their entirety by
these cautionary statements. Forward-looking statements speak
only as of the date on which they are made, and the Company
undertakes no obligation to, and expressly disclaims any
obligation to, update or revise its forward-looking statements to
reflect new information, changed assumptions, the occurrence of
subsequent events, or changes to future operating results over
time, unless otherwise required by law.
About CNL LIFESTYLE PROPERTIES, INC. (OTCMKTS:CLLY)
CNL Lifestyle Properties, Inc. is a real estate investment trust. The Company invests in and owns a diversified portfolio of real estate primarily within the United States. The Company’s operating partnership is CLP Partners, LP, which conducts all of its operations and owns all of its assets. CNL Lifestyle Advisor Corporation (the Advisor) provides management, acquisition, disposition, advisory and administrative services to the Company. As of December 31, 2016, through various limited partnerships and limited liability companies, the Company had invested in 36 real estate investment properties. The Company’s properties include Brighton Ski Resort in Brighton, Utah; Crested Butte Mountain Resort in Mt. Crested Butte, Colorado; Gatlinburg Sky Lift in Gatlinburg, Tennessee; Jiminy Peak Mountain Resort in Hancock, Massachusetts; Loon Mountain Resort in Lincoln, New Hampshire; Mount Sunapee Mountain Resort in Newbury, New Hampshire, and Northstar-at-Tahoe Resort in Truckee, California. CNL LIFESTYLE PROPERTIES, INC. (OTCMKTS:CLLY) Recent Trading Information
CNL LIFESTYLE PROPERTIES, INC. (OTCMKTS:CLLY) closed its last trading session 00.00 at 1.65 with 1,360 shares trading hands.