CNLHEALTHCARE PROPERTIES, INC. (NYSE:CNL) Files An 8-K Entry into a Material Definitive Agreement

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CNLHEALTHCARE PROPERTIES, INC. (NYSE:CNL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement

Expense Support

At a meeting of the board of directors (the Board) of CNL
Healthcare Properties, Inc. (the Company) on February8, 2017, the
Board, including the independent directors, unanimously approved
the entry by the Company into a fourth amendment to its Expense
Support and Restricted Stock Agreement with CNLHealthcare Corp.
(the Advisor), its advisor (the Advisor Expense Support
Agreement), and a fourth amendment to its Expense Support and
Restricted Stock Agreement with CNL Healthcare Manager Corp., its
property manager (the Property Manager Expense Support
Agreement), which agreements as amended were made effective as of
January1, 2017. The Property Manager Expense Support Agreement is
in place to cover any shortfall of expense support provided by
the Advisor. As amended, the amount of expense support will be
equal to the positive excess, if any, of (a)the aggregate cash
distributions paid to a stockholder in an applicable year, but
only to the extent such distributions do not exceed, in the
aggregate, an annualized 4% of the weighted average of the Boards
most recent determination of estimated net asset value per share
over (b)the Companys aggregate MFFO for such period determined on
a cumulative year-to-date basis. MFFO shall mean modified funds
from operations as defined in the Companys most recent Quarterly
Report on Form 10-Q or Annual Report on Form 10-K filed with the
Securities and Exchange Commission, and for purposes of the
agreements, as amended, only, adjusted to exclude all development
asset operating losses, interest expense and any other expenses,
to the extent by which such losses exceed revenues, until the
first full calendar quarter that is 18 months following the time
when such development asset in its entirety is placed in service.

In all other respects the Advisor Expense Support Agreement and
the Property Manager Expense Support Agreement remain unchanged.
A copy of the fourth amendment to the Advisor Expense Support
Agreement has been filed as Exhibit 10.5.4 to this report. A copy
of the fourth amendment to the Property Manager Expense Support
Agreement has been filed as Exhibit 10.6.4 to this report.

Item7.01 Regulation FD Disclosure

Correspondence with Financial Advisors and Broker
Dealers

Filed as Exhibit99.1 to this Current Report, and incorporated by
reference in this Item7.01, is the text of a correspondence from
CNLHealthcare Properties, Inc. (the Company) to financial
advisors and broker dealers who participated in the Companys
public offerings, notifying them that the board of directors of
the Company (the Board) unanimously approved $10.04 as the
estimated net asset value (NAV) per share of the Companys common
stock as of December31, 2016 and $10.04 per share as the purchase
price of shares under the Companys Amended and Restated
Distribution Reinvestment Plan and that in accordance with the
Companys Amended and Restated Stock Redemption Plan, shares
accepted for redemption will now be redeemed at a price equal to
the lower of the new estimated NAV of $10.04 per share or the
price paid by the stockholder for the shares.

to the rules and regulations of the Securities and Exchange
Commission (the SEC), the information contained in this Item7.01,
including Exhibit99.1 and the information set forth therein, is
deemed to have been furnished and shall not be deemed to be filed
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of such
act, nor shall any of such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.

By furnishing the information contained in this Item7.01
disclosure, including Exhibit99.1, the Company makes no admission
as to the materiality of such information.

Item8.01 Other Events

Determination ofEstimated Net Asset Value per Share
as ofDecember 31,2016

Background and Conclusion

The Company prepares and announces an estimated net asset value
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
Rule2340. The Company announced three previous NAVs of $9.75 per
share, $9.52 per share, and $9.13 per share as of December31,
2015, September30, 2014, and September30, 2013, respectively.

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 December31, 2016 (the
Valuation Date), the Company engaged CBRECapital Advisors, Inc.,
an independent investment banking firm (CBRECap), to provide a
valuation analysis of the Company. The engagement of CBRECap was
based on a number of factors including the engagement by the
Company of CBRECap in connection with its NAV estimations in
2013, 2014, and 2015. CBRECap developed a valuation analysis of
the Company and provided the analysis to the Valuation Committee
in a report dated February8, 2017 that contained, among other
information, a range of per share net asset values for the
Companys common stock as of the Valuation Date (the Valuation
Report).

The Valuation Committee and the Board reviewed the Valuation
Report and considered the material assumptions and valuation
methodologies applied and described therein. Upon due
consideration, on February8, 2017, the Valuation Committee
determined that the range of per share values for the Companys
common stock was reasonable and unanimously approved a
recommendation to the Board to approve and adopt $10.04 as the
Companys estimated NAV per share as of the Valuation Date.
Thereafter, at a meeting of the Board, which was also held on
February8, 2017, the Board accepted the recommendation of the
Valuation Committee and unanimously approved $10.04 as the
Companys estimated NAV per share as of the Valuation Date (the
2016 NAV). The 2016 NAV falls within the range of per share net
asset values for the Companys common stock that CBRECap provided
in the Valuation Report.

The Boards determination of the 2016 NAV was undertaken in
accordance with the Companys valuation policy and the
recommendations and methodologies of the Investment Program
Association, a trade association for non-listed direct investment
vehicles (IPA), as set forth inIPA Practice Guideline
2013-01 Valuations
of Publicly Registered Non-Listed REITs (IPA Practice Guideline).
In accordance with the valuation policy and the IPA Practice
Guideline, the 2016 NAV excludes any value adjustments due to the
size and diversification of the Companys portfolio of
assets.

The estimated 2016
NAV represents a snapshot in time, will likely change, and does
not necessarily represent the amount a stockholder would receive
now or in the future for his or her shares of the Companys common
stock. The 2016 NAV is based on a number of assumptions,
estimates and data that are inherently imprecise and susceptible
to uncertainty and changes in circumstances. Please see Valuation
Methodologies and Major Assumptions, Valuation Summary, and
Additional Information Regarding the Valuation, Limitations of
the 2016 NAV and CBRECap in this Current Report, below.

Valuation
Methodologies and Major Assumptions

As of the
Valuation Date, the Companys real estate portfolio consisted of
interests in 144assets, including 73 seniors housing communities,
54 medical office buildings, 12 post-acute care facilities and
five acute care hospitals. Of the Companys properties held as of
the Valuation Date, five of the Companys 73 seniors housing
communities currently have real estate under development or
current expansion projects and five were owned through an
unconsolidated joint venture. One of the Companys 12 post-acute
care facilities currently has real estate under
development.

For purposes of
the valuation analysis, the Companys assets were classified into
three categories: wholly-owned operating assets, partially-owned
operating assets, and vacant land. The valuation methodologies
applied to each category are summarized below.

Wholly-Owned
Operating Assets.Cash flow projections and
unlevered, ten-year discounted cash flow analyses from
restricted-use appraisals commissioned from CBRE Valuation
Advisory Services, an affiliate of

CBRECap that
conducts appraisals and valuations of real properties (the MAI
Appraisals) were used for each of the Companys wholly-owned
operating assets. Lease-up discounts and costs
to complete, where applicable, were applied to stabilized values
to arrive at As Is values for non-stabilized properties. For
properties with third-party leases, valuations were based on each
propertys leased fee value. Adjustments for promoted interests
and earn-outs to development partners were made where
applicable.

Partially-Owned
Operating Assets.For stabilized properties, As
Is values were based on estimated net proceeds, after repayment
of debt, from hypothetical sales of the assets on the Valuation
Date. Hypothetical sales values were based on discounted cash
flow value indications from the MAI Appraisals. For
non-stabilized properties, cash flow projections and as
stabilized sales values were derived from the MAI Appraisals. The
estimated future cash flows assume hypothetical sales of the
properties at a future, stabilized date. To capture the specific
joint venture promote structures of partially-owned assets,
deductions were made for debt service, debt repayment, and
partnership promoted interests, as applicable.

Vacant
Land.The values assigned to vacant land in the real
estate portfolio were derived from the MAI
Appraisals.

Debt.The Company used
generally accepted accounting principles to determine the fair
market value of the Companys debt, which was reviewed for
reasonableness by CBRECap and utilized in the Valuation
Report.

Valuation
Summary

The following table summarizes
certain key assumptions that were employed in the discounted cash
flow and terminal capitalization rate valuation methods used in
determining the 2016 NAV, along with the same key assumptions
utilized in prior NAV determinations as of December31,
2015.

Table ofMajor
Inputs

Assumptions December31,2016
Amount/Range
December31,2015 Amount /
Range

Discount Rates

Wholly Owned Operating Assets

Medical Office Properties

7.32%7.70% 7.5%7.8%

Post-Acute and Acute Care Properties

8.84%9.29% 8.4%8.8%

Seniors Housing Properties

7.88%8.29% 8.1%8.5%

Partially-Owned Operating Assets

8.11%8.53% 8.3%8.7%

Terminal Capitalization Rates

Wholly Owned Properties

Medical Office Properties

6.43%6.76% 6.6%6.9%

Post-Acute and Acute Care Properties

7.73%8.13% 7.3%7.6%

Seniors Housing Properties

7.05%7.41% 7.1%7.5%

Partially Owned Properties

7.32%7.69% 7.3%7.7%

The sources relied upon in
establishing the major assumptions include:

the MAI Appraisals;
the Companys filings with the SEC; and
guidance from the Companys management.

A valuation range was
calculated by varying the discount rates and terminal
capitalization rates by 2.5% in either direction, which
represents a 5% sensitivity on the discount rate and the terminal
capitalization rate ranges. Terminal capitalization rates were
used to calculate the terminal value of the assets. Terminal
capitalization rates were sourced from the MAI Appraisals and
varied by location, asset quality and supply and demand
metrics.

In creating a valuation range
for the Company, CBRECap varied the discount rates and the
terminal capitalization rates utilized. Terminal capitalization
rates varied by property. CBRECap set the range at a weighted
average of approximately 39 basis points on the discount rate,
and a weighted average of approximately 36 basis points on the
terminal capitalization rate of each asset, which represents an
approximate 5% sensitivity on the discount rate and the terminal
capitalization rate ranges. The lower end of the range of
discount and terminal capitalization rates has a positive $0.52
impact on NAV per share after adjustment for the incentive fee
due to the Advisor at that value. The high end of the range for
discount and terminal capitalization rates has a negative $0.51
impact on NAV per share.

The Valuation Report contained
a range for the Companys estimated 2016 NAV of $9.53 to $10.56
per share. Taking into consideration the reasonableness of the
valuation methodologies, assumptions, and the conclusions
contained in the Valuation Report, the Board determined the
Companys estimated 2016 NAV to be approximately $1.77billion, or
$10.04 per share, based on a share count of approximately
176.4million shares issued and outstanding as of the Valuation
Date, including restricted shares to the Companys Advisor plus an
estimate for restricted shares to be issued to the Advisor for
expense support for the year ending December31,
2016.

Material Components of the
2016 NAV

The following table summarizes
the material components of the Companys estimated 2016 NAV per
share, and provides a comparison of such value and the components
thereof with the Companys prior NAV determinations as of
December31, 2015.

Table ofValue
Estimates for Components of Net Asset Value(1)

(Approximate $ in
000s, except per share value)

NAVas of12/31/16 NAVPer Shareas of12/31/16(7) NAVas of12/31/15 NAVPer Shareas of12/31/15(8)

Present value of wholly owned and partially owned operating
assets and vacant land (2)

$ 3,289,236 18.65 $ 3,170,859 $ 18.09

Cash and cash equivalents (3)

71,238 0.40 79,209 0.45

Other assets (4)

10,967 0.06 11,284 0.07

Fair market value of debt (5)

(1,541,728 ) (8.74 ) (1,497,304 ) (8.54 )

Accounts payable and other accrued expenses

(34,888 ) (0.20 ) (24,035 ) (0.14 )

Other liabilities(6)

(23,699 ) (0.13 ) (31,693 ) (0.18 )

Net Asset Value

$ 1,771,126 $ 10.04 $ 1,708,320 $ 9.75
(1) Balance sheet items reflect managements preliminary balance
sheets as of the applicable valuation dates, adjusted for the
Companys ownership share. These are the composite mid-point
figures as derived.
(2) Represents the Companys share of equity, including promote
structures in all partially owned assets. Increase represents
higher appraised property valuations.
(3) Includes restricted cash.
(4) Includes accounts receivable and prepaid expenses.
(5) Excludes debt from partially owned assets. Increased fair
market value of debt represents debt incurred in connection
with higher secured debt borrowing.
(6) Includes amounts due to related parties and non-controlling
interest.
(7) Based on approximately 176.4million shares outstanding as of
the 2016 valuation date.
(8) Based on approximately 175.3million shares outstanding as of
the 2015 valuation date.

The main factors that impacted
the Companys estimated 2016 NAV per share as compared to the
Companys prior NAV determination as of December31, 2015 are (i)an
increase in net operating income from the Companys real estate
assets due to factors including continued stabilization of
development and lease-up properties, (ii)a decline in the market
terminal capitalization rates used to calculate the terminal
value of assets at the end of the discounted cash flow analyses,
and (iii)a decline in the discount rates used to discount future
cash flows back to present value in the discounted cash flow
analyses.

Effect of 2016 NAV on
the Distribution Reinvestment Plan, Stock Redemption Plan and
Distributions to Stockholders

In connection with the
approval of the 2016 NAV, the Board approved a change in the
purchase price for shares under the Companys Amended and Restated
Distribution Reinvestment Plan to $10.04 per share. Quarterly
distributions remain unchanged during the first quarter at
$.10581 per share. Expressed as a percentage of the estimated
NAV, the distribution represents an annualized 4.2155percent of
the 2016 NAV per share. The Company will pay first quarter
distributions on or about March13, 2017.

In accordance with the terms
of the Companys Amended and Restated Stock Redemption Plan,
shares accepted for redemption under that plan will be redeemed
at a price equal to the lower of the Companys current NAV per
share, which is $10.04 per share, or the price paid by the
stockholder for the shares. The amount or basis for the
declaration of distributions is determined from time to time by
the Board and is dependent upon a number of factors, including,
but not limited to, cash flow from operations and the REITs
financial condition, and is not necessarily impacted by the new
2016 NAV.

Communications with
Stockholders Regarding the 2016 NAV

The text of a correspondence
from the Company to stockholders regarding the Companys estimated
2016 NAV is filed with this Current Report as Exhibit99.2 and is
incorporated herein by reference.

Additional Information
Regarding the Valuation, Limitations of the 2016 NAV and
CBRECap

Throughout the valuation
process, the Valuation Committee and the Company reviewed,
confirmed and approved the processes and methodologies used by
CBRECap and their consistency with real estate industry standards
and best practices.

The Valuation Report was based
upon market, economic, financial and other information,
circumstances and conditions existing prior to the Valuation Date
and any material change in such information, circumstances and/or
conditions may have a material effect on the Companys estimated
2016 NAV. CBRECaps valuation materials were addressed solely to
the Company to assist the Valuation Committee and the Board in
establishing an estimated 2016 NAV. CBRECaps valuation materials
were not addressed to the public and should not be relied upon by
any other person to establish an estimated value of the Companys
common stock. The Valuation Report does not constitute a
recommendation by CBRECap to purchase or sell any shares of the
Companys common stock.

Although CBRECap reviewed the
information provided by the Company for reasonableness, and
utilized some of the information in its valuation analyses, CBRE
Cap and its affiliates are not responsible for the accuracy of
the information. Neither CBRECap nor any ofits affiliates,
including CBRE Valuation Advisory Services, isresponsible for
theBoards determination ofthe2016 NAV or theBoards determination
oftheredemption price for shares under theCompanys Amended and
Restated Stock Redemption Plan.

While CBRECap reviewed for
reasonableness publicly available information and the financial
information supplied or otherwise made available to it by the
Company, CBRECap assumed and relied upon the accuracy and
completeness of all such information and of all information
supplied or otherwise made available to it by any other party,
and did not undertake any duty or responsibility to verify
independently any of such information. With respect to financial
forecasts and other information and data provided to or otherwise
reviewed by or discussed with CBRECap, CBRECap assumed that such
forecasts and other information and data were reasonably prepared
in good faith on bases reflecting the best currently available
estimates and judgments of management of the Company, and relied
upon the Company to advise CBRECap promptly if any information
previously provided became inaccurate or was required to be
updated during its review. In connection with its work in
preparing valuation materials, CBRECap did not, and it was not
requested to, solicit third party indications of interest for the
Company.

In performing its analyses,
CBRECap made numerous assumptions as of various points in time
with respect to industry performance, general business, economic
and regulatory conditions and other matters, many of which are
necessarily subject to change and beyond the control of CBRECap
and the Company. The analyses performed by CBRECap are not
necessarily indicative of actual values, trading values or actual
future results of the Companys common stock that might be
achieved, all of which may be significantly more or less
favorable than suggested by such analyses. The analyses do not
purport to be appraisals or to reflect the prices at which the
properties may actually be sold, and such estimates are
inherently subject to uncertainty. The actual value of the
Companys common stock may vary significantly depending on
numerous factors that generally impact the price of securities,
the financial condition of the Company and the state of the real
estate industry more generally. Accordingly, with respect to the
estimated NAV per share of the Companys common stock, neither the
Company nor CBRECap can give any assurance that:

a stockholder would be able toresell hisorher shares at
thisestimated value per share;
a stockholder would ultimately realize distributions per
share equal to the Companys estimated net asset value per
share upon liquidation of the Companys assets and settlement
of the Companys liabilities or a sale of the Company;
the Companys shares would trade at a price equal to or
greater than the estimated NAV per share if the Company
listed them on a national securities exchange; or
the methodology used to estimate the Companys NAV per share
would be acceptable to FINRA or under the Employee Retirement
Income Security Act (ERISA) for compliance with its reporting
requirements.

The 2016 NAV was determined by
the Board as of the Valuation Date. However, the value of the
Companys shares will fluctuate over time as a result of, among
other things, developments related to individual assets and
responses to the real estate and capital markets.

CBRE Group, Inc. (CBRE) is a
Fortune500 and SP500 company headquartered in Los Angeles,
California and one of the worlds largest commercial real estate
services and investment firms (in terms of 2016 revenue).
CBRECap, a FINRA registered broker-dealer and a subsidiary of
CBRE, is an investment banking firm that specializes in providing
real estate financial services. CBRECap and affiliates possess
substantial experience in the valuation of assets similar to
those owned by the Company and regularly undertake the valuation
of securities in connection with public offerings, private
placements, business combinations and similar transactions. For
the preparation of the Valuation Report, the Company paid CBRECap
a customary fee for services of this nature, no part of which was
contingent relating to the provision of services or specific
findings. In the past three years, the Company has engaged
CBRECap to provide valuation analyses of the Company as of
September30, 2013, September30, 2014, and December31, 2015.
Further, during the past four years, certain of the Companys
affiliates have engaged affiliates of CBRE primarily for various
real estate-related services, and the Company anticipates that
affiliates of CBRE will continue to provide similar real
estate-related services in the future. In addition, certain
affiliates of the Companys Advisor have engaged or expect to
engage CBRECap to serve as their third party valuation advisor,
and the Company may in its discretion engage CBRECap to assist
the Board in future determinations of the Companys estimated NAV.
The Company is not affiliated with CBRE, CBRECap or any of their
affiliates. While the Company and affiliates of the Advisor have
engaged and may engage CBRECap or its affiliates in the future
for valuations and commercial real estate-related services of
various kinds, the Company believes that there are no material
conflicts of interest with respect to the Companys engagement of
CBRECap.

Item9.01 Financial
Statements and Exhibits.

(d)
Exhibits.

10.5.4 Fourth Amendment to Expense Support and Restricted Stock
Agreement effective as of January1, 2017, by and between
CNL Healthcare Properties, Inc. and CNL Healthcare Corp.
10.6.4 Fourth Amendment to Expense Support and Restricted Stock
Agreement effective as of January1, 2017, by and between
CNL Healthcare Properties, Inc. and CNL Healthcare Manager
Corp.
99.1 Text of correspondence from the Company to Financial
Advisors and Broker-Dealers regarding the 2016 NAV.
99.2 Text of correspondence from the Company to Stockholders
regarding the 2016 NAV.

Caution Concerning
Forward-Looking Statements

Statements in this Current
Report onForm8-Kthat are not statements of historical fact,
including statements about the purported value of the Companys
common stock, 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
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 value of
the Companys common stock, and 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.

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 Securities and Exchange Commission, including, but
not limited to, the Companys quarterly reports onForm10-Q,and the
Companys annual report onForm10-K,copies of which may be obtained
from the Companys website at
http://www.cnlhealthcareproperties.com.

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; 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 HEALTHCARE PROPERTIES, INC. (NYSE:CNL)

Cleco Corporate Holdings LLC, formerly Cleco Corporation, is a public utility holding company. The Company’s segments include Cleco Power and Other. Cleco Power is a regulated electric utility company that owns over 10 generating units with a total nameplate capacity of approximately 3,330 megawatts (MW) and serves approximately 287,000 customers in Louisiana through its retail business and supplies wholesale power in Louisiana and Mississippi. The Company, through its subsidiaries, owns one transmission substation in Louisiana and one transmission substation in Mississippi. Cleco Power is engaged in the generation, transmission, distribution and sale of electricity within Louisiana. It owns natural gas pipelines and interconnections at all of its generating facilities, which allow it to access various natural gas supply markets and maintain an economical fuel supply for its customers. The Company holds investments in its subsidiary, Cleco Power LLC (Cleco Power).

CNL HEALTHCARE PROPERTIES, INC. (NYSE:CNL) Recent Trading Information

CNL HEALTHCARE PROPERTIES, INC. (NYSE:CNL) closed its last trading session at 55.37 with 5,886,234 shares trading hands.