8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2016

CNL LIFESTYLE PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-51288	20-0183627
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On March 17, 2016, CNL Lifestyle Properties, Inc. (the “Company”), through a webinar and related script, discussed the Company’s board of directors’ determination of the estimated net asset value per share of its common stock as of December 31, 2015, which was announced March 16, 2016. The related webinar and script are hereby furnished as Exhibits 99.1 and 99.2 under Item 7.01.

By filing this report on Form 8-K, the Company makes no admission as to the materiality of any information in this report. The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed to be filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Webinar related to valuation of estimated net asset value per share as of December 31, 2015.

99.2 Script related to valuation of estimated net asset value per share as of December 31, 2015.

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 Company’s 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 be subject to the safe harbors created by Section 21E 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 management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s 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 Company’s common stock, and/or other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s 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 Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s 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 Company’s 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 Company’s business, and important factors that could cause the Company’s actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the Company’s documents filed from time to time with the SEC, including, but not limited to, the Company’s quarterly reports on Form 10-Q, and the Company’s annual report on Form 10-K, copies of which may be obtained from the Company’s website at http://www.cnllifestylereit.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, 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.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 17, 2016		CNL LIFESTYLE PROPERTIES, INC.
		a Maryland corporation
	By:	/s/ Tammy J. Tipton
		Tammy J. Tipton Chief Financial Officer and Treasurer

EX-99.1

Net Asset Valuation Presentation March 2016 Exhibit 99.1

General Notices This is not an offer to sell nor a solicitation of an offer to buy shares of the REIT. The information herein does not supplement or revise any information in the REIT's public filings. To the extent information herein conflicts with the REIT’s public filings, the information in the filings with the U.S. Securities and Exchange Commission govern. This piece is for general information purposes only and does not constitute legal, tax, investment or other professional advice on any subject matter. Information provided is not all-inclusive and should not be relied upon as being all-inclusive. This presentation includes forward-looking statements. Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “expects,” “anticipates,” “may,” “could,” “consider” and terms of similar substance, and speak only as of the date made. Actual results could differ materially from those expressed or implied in the REIT’s forward-looking statements. Important factors, among others, that could cause the REIT's actual results to differ materially from those in its forward-looking statements include those identified in the Risk Factors described below. Investors should not place undue reliance on forward-looking statements. The REIT is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law. An investment in the REIT is subject to significant risks, some of which are summarized below in the “Risk Factors” section of this piece. See also, “Risk Factors” in the REIT’s public filings with the U.S. Securities and Exchange Commission for a more detailed description of the risks associated with an investment in the REIT.

Risk Factors Investing in a non-traded REIT is a higher-risk, longer term investment and is not suitable for all investors. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on investment. The shares may lose value or investors could lose their entire investment. The shares are not FDIC-insured, nor bank guaranteed. Non-traded REITs are illiquid. There is no public trading market for the shares. The REIT has no obligation to list on any public securities market and does not expect to list the shares. Stockholders will bear the economic risk of an investment in the shares for a substantial and indefinite period. If investors are able to sell their shares, it would likely be at a substantial loss of the amount invested. The REIT is obligated to pay substantial fees to its advisor and their respective affiliates based upon agreements which 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. Currently, the REIT is incurring fees and expenses, some of which will need to be reimbursed to its advisor and affiliates. 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. Those persons could take actions more favorable to other entities. To the extent the REIT pays cash distributions from such sources, other than from its cash flows or funds from operations, such as from borrowings, it will lower investors’ overall return on investment. The REIT has not established a limit on the extent to which it may pay distributions from borrowings or other sources.

Risk Factors There is no assurance that the REIT’s current distribution rate will not change, or that it can be sustained at any level. The amount or basis of distributions will be determined by and at the discretion of the REIT’s board of directors and is dependent upon a number of factors, including but not limited to, expected and actual net cash flow from operations, funds from operations, the REIT’s financial condition, capital requirements, and strategic liquidity alternatives. If the REIT fails to maintain its qualification as a REIT for any taxable year, it will be subject to federal income tax on taxable income at regular corporate rates. In such event, net earnings available for distributions would be reduced. The REIT has used leverage to acquire assets which may hinder the REIT’s ability to pay distributions and/or decrease the value of stockholders’ investment in the event income from and/or the value of the property securing the debt declines. The REIT is currently invested primarily in lifestyle-related properties in the United States & Canada. An investment in the REIT’s shares is subject to greater risk to the extent that the REIT has limited diversification in its portfolio of investments.

Valuation Disclosures The REIT’s estimated net asset value per share is based upon subjective judgments, assumptions and opinions, which may or may not turn out to be correct. Therefore, the REIT’s share price may not reflect the amount that might be paid for shareholders’ shares in a market transaction, or in a liquidity event. In determining the REIT’s estimated net asset value per share, the REIT relied upon a valuation of the portfolio of properties as of Dec. 31, 2015. Valuations and appraisals of the properties are estimates of fair value and may not necessarily correspond to realizable value upon the sale of such properties. Therefore, the estimated present value of the Company and its equity portfolio may not reflect the amount that would be realized upon a sale of each of the properties. This valuation represents the estimated net asset value per share as a snapshot in time, which will fluctuate over time, and should not be relied upon as representative of the amount a shareholder could expect to receive now or in a future liquidation event. The estimated net asset value per share is only an estimate and is based on a number of assumptions and estimates which may not be complete. CBRE Cap, the independent valuation firm that the board of directors of the REIT engaged to issue a valuation report, made numerous assumptions with respect to industry, business, economic and regulatory conditions, all of which are subject to changes beyond the control of CBRE Cap or the REIT. CBRE Cap is not responsible for the estimated net asset value per share as of Dec. 31, 2015, and did not participate in the determination of the offering price of the REIT’s shares. Throughout the valuation process, the valuation committee, the REIT’s advisor and senior members of management reviewed, confirmed and approved the processes and methodologies and their consistency with real estate industry standards and best practices.

Summary REIT Information Ski & Mountain Attractions Marinas Non-listed REIT with total assets of $1.2 billion on a GAAP basis 49 lifestyle-oriented real estate assets located in 19 U.S. states and 2 Canadian provinces 23 Ski and mountain lifestyle properties 20 Attractions properties 5 Marinas 1 Vacant land Diversified by asset type, geography and operator Continue to work with Jefferies LLC in evaluating strategic alternatives Liquidated more than $1.3 billion of assets through nine separate transactions in 2015

Board approval of: An estimated net asset value (NAV) per share of the REIT’s common stock of $3.05 as of Dec. 31, 2015 NAV Overview

April 2015 Sold 81.98% interest in Dallas Market Center for $140 Million* June 2015 Sold Elitch Gardens for $135 Million* May 2015 Sold Seniors Housing Portfolio for $489 Million* November 2015 Sold 12 of 17 Marinas Properties for $53 Million* November 2015 Sold two Great Wolf Lodges for $53 Million* November 2015 Sold CoCo Key Resort for $14 Million* December 2015 Sold Omni Mount Washington & Bretton Wood Ski area for $83 Million* December 2015 Paid $1.30 per share, or $423 million special cash distribution, plus quarterly distributions of $65 million. Total distributions of $488 million, or $1.50 per share * Amounts indicated are net cash to company. Since Prior Estimated NAV Ongoing evaluation of strategic alternatives

Based on IPA Valuation Methodology1 Use of independent investment banking firm, CBRE Capital Advisors, Inc. Utilized discounted cash flow method Tested for reasonableness using direct capitalization method Disclosure of methodology Individual MAI property appraisals Utilized market value indications Net of transaction fees, closing costs and contingencies Provided estimate of value as of Dec. 31, 2015 Estimated Net Asset Value (NAV) 1 There is no assurance that all of the IPA guidelines were met or that the IPA Valuation Methodology is acceptable to the SEC, FINRA or under ERISA for compliance with reporting requirements.

42 wholly owned assets, 7 partially owned assets CBRE’s appraisals utilized an unlevered, ten-year discounted cash flow analysis for each wholly-owned operating asset For properties with third-party leases, the value represents the leased-fee value, with certain exceptions Capital expenditures, where applicable, applied to property values Cap rates and discount rates sourced from MAI appraisals and vary by location, asset quality and supply/demand metrics For partially owned assets a sale was assumed on the valuation date and net proceeds after debt repayment were used to calculate deductions for partnership promotes where applicable. Values were based on market value indications. Vacant land – utilized MAI appraisal of vacant land value, based on comparable sales Methodology – Wholly and Partially Owned Assets

The main factors that impacted the estimated 2015 NAV as compared to the 2014 NAV were as follows: Special Cash Distribution in December 2015 The special cash distribution declared on Dec. 4, 2015 in the amount of $1.30 per share, for a total distribution to shareholders of approximately $422.7 million. Dispositions and market value indications received during the REIT’s strategic alternatives process during the past year Key Factors Impacting Change in NAV NAV Per Share   Description $ 5.20 2014 NAV ($ 1.30) Special cash distribution paid to shareholders on Dec. 4, 2015 ($ 0.85) Value adjustment attributed to decline in NAV $ 3.05 2015 NAV

Estimated NAV Per Share Build-Up Table of Value Estimates for Components of Net Asset Value as of Dec. 31, 2015 as of Dec. 31, 2014 Value ($ in 000’s) Per Share Value ($ in 000’s) Per Share Wholly Owned Assets1 $982,400 $3.02 $2,376,942 $7.31 Partially-Owned Assets 1 103,000 0.32 196,723 0.60 Cash 112,976 0.35 136,985 0.42 Accounts Receivables and Other Assets 40,146 0.12 106,909 0.33 Mortgages and Other Notes Receivables 0 0.00 22,428 0.07 Fair Market Value of Debt (185,418) (0.57) (1,032,704) (3.18) Accounts Payable and Other Liabilities (27,243) (0.08) (69,556) (0.21) Total $1,025,861 $3.15 $1,737,727 $5.34 Less: Estimated transaction fees/closing costs/contingencies (34,000) (0.10) (46,500) (0.14) Net Asset Value $ 991,861 $3.05 $ 1,691,227 $5.20 1) Decreased value of wholly-owned and partially-owned assets since the 2014 valuation date includes the special distribution and dispositions of certain of the Company’s assets and market value indications received in connection with the Company’s strategic alternatives process in the past year. For further information regarding the special distribution and such dispositions, refer to the Company’s Current Report on Form 8-K with the SEC on Dec. 8, 2015. A share count of 325.2 million as of Dec. 31, 2015 was utilized.

Distributions 1The board of directors continues to evaluate the distribution rate on an ongoing basis. The amount of distributions declared is determined by the REIT’s board of directors and is dependent upon a number of factors, including projected level of MFFO, income and cash flows, REIT requirements, the desire to retain cash for growth, and avoiding distribution volatility, strategic alternatives initiatives, etc. To date, the REIT has experienced cumulative net losses. When the REIT has not generated sufficient operating cash flow or funds from operations sufficient to make distributions, it has and may continue to make cash distributions to shareholders from other sources, such as borrowings, which will lower overall return. The REIT has not established a limit on the extent to which it may pay cash distributions from other sources. For the year ended Dec. 31, 2015, approximately 28 percent and 18.3 percent of the distributions paid to stockholders were considered ordinary income and capital gain, respectively, as a result of the net gain on sales of the REIT’s interest in one unconsolidated joint venture and 55 consolidated properties, and approximately 53.7 percent were considered a return of capital to stockholders for federal income tax purposes. For each of the years ended Dec. 31, 2014, 2012 and 2011 none of the distributions paid to stockholders were considered taxable income and approximately 100.0 percent were considered a return of capital to stockholders for federal income tax purposes. As of March 10, 2016, there are no anticipated further reductions to the quarterly distributions; however, this may change based on the strategic alternatives process. Distributions Quarterly cash distributions for the first quarter of 2016 will remain unchanged at $0.051 per share Special cash distribution on Dec. 4, 2015 of $1.30 per common share

Strategies for Looking Ahead Continue to work with Jefferies LLC to identify and execute strategic liquidity alternatives Ongoing waiver and reduction of all advisory fees by REIT’s sponsor and advisor, which include: Elimination of all acquisition, debt, disposition and performance fees Reduction of asset management fee Forward-looking statements are based on current expectations and may be identified by words such as believes, anticipates, expects, may, will, continues, 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. The reader should not place undue reliance on forward-looking statements.

Investors To obtain additional information about CNL Lifestyle Properties, please consult your financial advisor or visit CNLLifestyleReit.com. Financial Professionals For more information about CNL Lifestyle Properties, please contact our managing dealer, CNL Securities, Member FINRA/SIPC, at 866-650-0650 or CNLSecurities.com. For More Information This is not an offer. Investments in non-traded real estate investment trusts (REITs) are subject to significant risks. These risks include reliance on the advisors, conflicts of interests, use of leverage, payment of substantial fees to the advisors and their affiliates, illiquidity and liquidations at less than the original amounts invested. © 2016 CNL Intellectual Properties, Inc. All Rights Reserved. CNL® and the Squares Within Squares design trademarks are used under license from CNL Intellectual Properties, Inc.

EX-99.2

Exhibit 99.2

CLP Valuation Webinar Script

March 17, 2015, @ 3:00 p.m. EDT

Moderator

Welcome to the CNL Lifestyle Properties valuation conference call. On the call today will be Steve Mauldin, president and chief executive officer, Tammy Tipton, chief financial officer and treasurer, and John Starr, chief portfolio officer. Statements made during this call will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about financial guidance, business strategies, market potential and future financial performance. Such forward-looking statements are subject to numerous assumptions, uncertainties, and known or unknown risks, which could cause actual results to differ materially from the expectations and assumptions discussed here today. Listeners are cautioned that these forward-looking statements are neither promises nor guarantees and are only made as of the date of this call. The company undertakes no obligation to update or revise the information provided on this call as a result of new information or future results or developments.

As with any investment, investing in CNL Lifestyle Properties is subject to risks and uncertainties that you should carefully consider. The valuation information that we will be discussing today is a point-in-time estimate based on numerous inputs and data which vary over time and may be subjective. Valuations and appraisals of real estate properties are only estimates of fair market value and may not necessarily correspond to realizable value upon the sale of such properties or the amount that shareholders will receive upon liquidity of their investment.

Additional information is available in filings with the SEC, which also may be accessed through the company’s website at CNLLifestyleREIT.com. Each listener is encouraged to review those filings together with all other information provided therein.

I will now turn the call over to Steve Mauldin, president and CEO of CNL Lifestyle Properties.

Summary (Slide 6- Steve)

Good afternoon and thank you for joining us today as we review and discuss our most recent estimated per share net asset valuation, and update you on other company activities.

CNL Lifestyle Properties is a real estate investment trust with a unique and geographically diversified portfolio of leisure-related assets that in many ways reflect the American lifestyle. As of Dec. 31, 2015, we had approximately $1.2 billion in total assets comprised of 49 real estate assets that are found located in 19 states and two Canadian Provinces. While it is much smaller as compared to years’ past, our portfolio still remains diversified both by geography and asset class, which helps balance seasonality and volatility. We had a great deal of activity in 2015, particularly in terms of asset dispositions. As we have reported on numerous occasions, in March of 2014, we engaged Jefferies LLC, a leading investment banking and advisory firm, to assist management and our board of directors and our board’s special committee, in the analysis and execution of strategic alternatives in an effort to provide liquidity to shareholders. Through this process, in 2015 we succeeded in liquidating more than $1.3 billion of assets through nine separate transactions, and returned more than $488 million to shareholders. Due to the fact that we are still in discussions and negotiations with various parties concerning the remaining components of our portfolio, a Q&A session will not follow today’s webinar, as we do not want to inadvertently impede this process and our ongoing, real-time, negotiations.

NAV Overview (Slide 7 – Steve)

The main purpose of today’s call is to provide an update on our most recent valuation, as well as other important board of director actions that were taken and announced over the past several months. On March 10, 2016, our board of directors determined that the estimated net asset value (or “NAV”) per share of our common stock was $3.05 as of Dec. 31, 2015. This marks the fourth annual valuation of our assets and liabilities. This valuation is lower than the estimated 2014 NAV per share of $5.20, mainly due to the special cash distribution of $1.30 per share to shareholders last December, and the dispositions and market value indications received during the second half of this past year.

Since Prior Estimated NAV (Slide 8 – Steve)

Since our last NAV we have been very active to further position the REIT for ultimate and full liquidity. As you can see, Slide 8 provides highlights of the main properties or portfolios we successfully sold in 2015.

In April 2015, we sold our 81.98 percent interest in the Dallas Market Center to an affiliate of our joint venture partner, Crow Holdings. The sale price of our interest was $140 million, which represented approximately a 36 percent premium over our investment basis.

In May 2015, we sold 37 of our senior housing properties, and in September 2015, we completed the sale of our last remaining senior housing property to Senior Housing Properties Trust. The sales price of the portfolio was $790 million, resulting in net cash proceeds of approximately $489 million after repayment of debt.

Throughout the year, we sold four attractions properties, which included Elitch Gardens Theme and Water Park in downtown Denver, Colorado; our two Great Wolf Lodge properties; and our CoCo Key Resort. The aggregate sale price for the four attractions properties was approximately $217 million.

In May 2015, we entered into a purchase and sale agreement with an unaffiliated third-party for the sale of our entire marinas portfolio. We completed the sale of 12 of the 17 marinas for an aggregate of $62 million; and the last 5 marinas assets are projected to be sold to the same party on or around mid-year this year.

Lastly, in December we sold the Omni Mount Washington Resort and Bretton Woods ski area in northern New Hampshire, to Omni Hotels & Resorts, for approximately $91 million.

While we covered a tremendous amount of ground in 2015 to monetize the portfolio, we continue to work very actively and closely with Jefferies, our board, and our board’s Special Committee and its advisors to further identify, evaluate and execute additional transactions, all of which are designed to provide liquidity to our shareholders as swiftly, yet thoughtfully as possible. For two years now, we have been formally and fully committed to this process and we remain steadfast in our resolve to achieve the best possible outcome for our shareholders given current market conditions.

Now I would like to turn the call over to John Starr, our chief portfolio officer, to discuss the net asset valuation and methodology in greater detail.

Estimated Net Asset Value (Slide 9 – John)

We estimated our net asset value per share based on certain methodologies recommended by the Investment Program Association, or IPA, which became effective May 1, 2013. To comply with industry guidelines for our estimated NAV, our board of directors engaged CBRE Capital Advisors, Inc. (or

CBRE Cap), to assist in determining the estimated net asset value for CNL Lifestyle Properties. CBRE Cap is an investment banking firm that specializes in providing real estate-related financial services and is a subsidiary of CBRE Group, Inc., a Fortune 500 and S&P 500 company, and one of the world’s largest commercial real estate services firms, in terms of 2015 revenue.

Our board of directors authorized the valuation committee, which is comprised solely of independent directors, to review CBRE Cap’s valuation analyses and range of estimated NAVs per share. CBRE Cap commissioned MAI-certified appraisals for each property from the CBRE Valuation and Advisory Services Group. The estimated value for real estate assets was determined utilizing a discounted cash flow approach and was tested for reasonableness using the direct capitalization method. On March 10, 2016, the board of directors determined $3.05 as the estimated 2015 NAV by taking into account CBRE Cap’s valuation report and information provided by a variety of sources, including our advisor and Jefferies.

Compared to other commercial property types, the valuation of our portfolio is more complex as there are limited comparable transactions where similar properties are bought and sold. It is also important to note that the board of directors made the decision that a deduction for estimated transaction fees, closing costs and contingencies related to the strategic alternatives process was appropriate in determining the estimated 2015 Net Asset Value.

Methodology (Slide 10 – John)

To estimate the value of our real estate assets, which is by far the most significant component of the overall net asset value, our portfolio was split between wholly-owned and partially-owned properties. The appraisals of our wholly-owned properties utilized an unlevered 10-year discounted cash flow analysis on a property-by-property basis. For properties with third-party leases, the valuation represents the leased-fee value, with certain exceptions, based on rents we expect to receive. The terminal values in the discounted

cash flow analyses were estimated by dividing the forward year’s net operating income by the terminal capitalization rates in the appraisals. Terminal cap rates vary by location, asset age, quality and supply and demand dynamics for each market. A valuation range was calculated by varying the discount rates and terminal cap rates. Certain capital expenditures, where applicable, were also deducted from property values.

For our partially-owned joint venture assets, CBRE Cap assumed a sale on Dec. 31, 2015 and derived the net proceeds after debt repayment based on the specific joint venture promote structures within each partnership agreement to properly reflect the Company’s economic interest in each asset. The sale values were based on market value indications.

Key Factors Impacting Change in NAV (Slide 11 – John)

The most significant factors contributing to the decrease of our estimated 2015 NAV from our estimated 2014 NAV was the special cash distribution paid to shareholders on Dec. 4, 2015, and the dispositions and market value indications received during our strategic alternatives process with Jefferies during the past year.

On Dec. 4, 2015, our board of directors declared a special cash distribution in the amount of $1.30 per share, or approximately $423 million, payable to shareholders. The special cash distribution was the direct result of proceeds generated from asset sales in 2015, and was the largest factor affecting the 2015 NAV.

The 2015 NAV was also influenced by market value indications. Since March 2014, we have worked with Jefferies LLC, our financial advisor, to evaluate and execute strategic opportunities to provide liquidity to our shareholders. Throughout the strategic alternatives process, in 2015 we continued to receive real-time, market-based pricing data that was provided to CBRE and considered by our board when determining the 2015 NAV, along with the inclusion of estimated transaction fees, closing costs and contingencies.

Overall, our portfolio generally exceeded prior year performance; however, the performance of our portfolio as a whole in 2015 did not meet budget expectations. As we have communicated previously, our ski and mountain lifestyle properties experienced mixed results during the 2014-2015 ski season, depending on the region. Most of our Eastern resorts recorded record revenues for the ski season ending April 2015 as a result of heavy snowfall, long periods of ideal snowmaking temperatures, and favorable economic conditions. Unfortunately, the positive results in the East were offset by the continued effects of a fourth straight year of drought conditions in California and record-low snowfall in the Pacific West. By the end of 2015, the momentum had measurably shifted as the West began to experience improved skiing conditions due to the effects of an El Nino weather pattern, but the East experienced record-low snowfall and warmer than average temperatures, which made snowmaking at our resorts difficult.

I will now turn the call over to Tammy Tipton, CNL Lifestyle Properties’ Chief Financial Officer and Treasurer.

Estimated NAV Per Share Build-Up (Slide 12 – Tammy)

Thank you, John. Our board of directors estimated our net asset value to be approximately $992 million, broken down by major assets and liabilities, this includes approximately $1.085 billion in real estate value and $153 million in cash and other assets; offset by approximately $185 million in debt, and $27 million in accounts payable and other liabilities. We also chose to deduct $34 million in estimated transaction fees, closing costs and contingencies based on expected sales of our assets given where we are in the liquidity process.

Dividing our total net asset value by approximately 325 million shares outstanding as of Dec. 31, 2015, results in an estimated net asset value per share of $3.05.

Distributions (Slide 13 –Tammy)

For the year ended Dec. 31, 2015, we paid total distributions to shareholders of approximately $488 million, or $1.50 per share, inclusive of the $1.30 special cash distribution. As of March 10, 2016, there are no anticipated further reductions to the quarterly distributions; however, this may change based on the strategic alternatives process.

I would now like to turn the call back over to Steve Mauldin.

Strategies for Looking Ahead (Slide 14 – Steve)

As I mentioned previously, our efforts and actions over the past calendar year to provide liquidity to shareholders include the disposition of our joint venture interest in the Dallas Market Center; our entire portfolio of senior housing assets; four of our attractions properties; and our Mount Washington Bretton Woods resort property. The proceeds from these sales were used to repay approximately $682 million in senior unsecured notes and other debt obligations, plus return more than $488 million to shareholders via regular or special distributions.

We remain focused on working with great thoughtfulness and alacrity with our Board and advisors to identify and execute strategic liquidity alternatives for the balance of our portfolio. Discussions and negotiations are active and ongoing for the remainder of the portfolio, and we will look forward to sharing additional details as opportunities unfold and become definitive.

As we near the end of the Company’s life cycle, we remain committed to alignment with our shareholders. To this end, our advisor will continue to recognize the waiver and reduction of its advisory fees, made effective April 1, 2014, which includes the full elimination of all fees related to acquisitions, financings, performance, and dispositions; as well as the ongoing reduction in asset management fees.

For More Information (Slide 15 – Steve)

As I mentioned earlier, due to ongoing negotiation processes, we will not have a Question and Answer session on today’s call. Should you have any questions about the information we have discussed today, we encourage you to contact CNL Client Services at telephone number: 866-650-0650. We also intend to post this presentation on our website at CNLLifestyleREIT.com. We encourage you to review our Form 8-K filed with the SEC on Wednesday, March 16, 2016, which contains additional details on our estimated net asset value, our very thorough valuation process and other news shared today.

On behalf of our board of directors and entire management team I’d like to thank each of you for your time and interest today. Thank you very much – this concludes today’s call.