CNL LIFESTYLE PROPERTIES, INC. (OTCMKTS:CLLY) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On March24, 2017, CNL Life>
| 1. |
To consider and vote upon the sale of all of the Companys remaining properties (the Sale) to EPR Properties, a Maryland real estate investment trust (EPR), and Ski Resort Holdings LLC, a Delaware limited liability company affiliated with Och-Ziff Real Estate (SRH), to and on the terms and conditions set forth in a purchase and sale agreement (the Sale Agreement), dated as of November2, 2016, by and among EPR, SRH, the Company, CLP Partners, LP, a Delaware limited partnership and the operating partnership of the Company, and certain of the Companys subsidiaries (the Sale Proposal); |
| 2. |
To consider and vote upon the plan of liquidation and dissolution of the Company (the Plan of Dissolution), including the complete liquidation and dissolution of the Company contemplated thereby, subject to the approval of the Sale and following the closing of the Sale (the Plan of Dissolution Proposal); and |
| 3. |
To consider and vote upon a proposal to adjourn the special meeting to another date, even if a quorum is present, to solicit additional votes to approve the Sale and/or the Plan of Dissolution, if necessary (the Adjournment Proposal, and, collectively with the Sale Proposal and the Plan of Dissolution Proposal, the Proposals). |
At the Special Meeting, a total of 215,219,539 shares
(approximately 66.18%)of the Companys common stock outstanding
and entitled to vote at the Special Meeting were present in
person or represented by proxy.
The Proposals were approved by the affirmative vote of a majority
of the outstanding shares entitled to vote at the Special
Meeting, as follows:
| I. | The Sale Proposal: |
|
For |
Against |
Abstained |
||
|
206,760,554 |
3,075,985 | 5,383,000 |
| II. | The Plan of Dissolution Proposal: |
|
For |
Against |
Abstain |
||
| 206,681,080 | 3,007,639 | 5,530,819 |
| III. | The Adjournment Proposal: |
|
For |
Against |
Abstain |
||
| 203,263,263 | 4,549,550 | 7,406,726 |
| Item8.01 | Other Events. |
Immediately following the Special Meeting, the Board of Directors
of the Company (the Board) unanimously established March31, 2017
as the record date for stockholders entitled to receive the
shares of EPR common stock to be issued by EPR to the Company
upon, and subject to, the closing of the Sale, along with such
amount of cash, if any, that the Board may subsequently determine
to distribute along with the shares of EPR common stock (the
Interim Distribution). The Company currently anticipates that the
closing of the Sale should occur prior to the end of April 2017
and contemplates that the Interim Distribution will occur
approximately two weeks after the closing. However, no assurance
as to when, or if, the closing of the Sale will occur can be
given. The consummation of the Sale is subject to the
satisfaction or waiver of numerous conditions as set forth in the
Sale Agreement and as described in greater detail in the proxy
statement/prospectus mailed to stockholders on or about
January31, 2017 in connection with soliciting votes for the
Special Meeting.
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. The Company’s operating partnership is CLP Partners, LP, which conducts its operations and owns its assets. CNL Lifestyle Advisor Corporation provides management, acquisition, disposition, advisory and administrative services to the Company. It has investments in lifestyle properties in the United States. 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; Hawaiian Falls-The Colony in The Colony, Texas; Pacific Park in Santa Monica, California; Waterworld in Concord, California; White Water Bay in Oklahoma City, Oklahoma; Anacapa Isle Marina in Oxnard, California, and Cabrillo Isle Marina in San Diego, 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.