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): December 7, 2017

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 Avenue

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2017, CNL Lifestyle Properties, Inc. (“we” or the “Company”) entered into an Assignment and Assumption Agreement (the “Agreement”) with our advisor, CNL Lifestyle Advisor Corporation (the “Advisor”), pursuant to which we transferred certain remaining assets and liabilities to the Advisor and the Advisor agreed to perform certain administrative and related matters in connection with the winding-up of the Company in exchange for an aggregate payment to the Advisor of approximately $1.77 million.

Among the assets transferred to the Advisor were membership interests in certain of our subsidiaries. Those entities retain certain contingent liabilities and will be wound down by the Advisor and certain receivables which will be collected by the Advisor following the dissolution of the Company as described under Other Events below.

Item 8.01 Other Events.

Final Liquidating Cash Distribution and Dissolution of the Company

On December 7, 2017, our board of directors declared a final cash distribution of $52,988,214, which is approximately $0.16 per share (the “Final Distribution”) to the holders of record of our common stock as of the close of business on December 8, 2017, payable on or around December 15, 2017. The Final Distribution will be the last distribution made pursuant to the plan of dissolution that was approved by our stockholders in March 2017 (the “Plan”). The Final Distribution of approximately $0.16 per share is higher than our previously announced estimated net asset value of our common stock as of April 20, 2017 of $0.10 per share. After giving effect to the Final Distribution, stockholders will have received aggregate liquidating distributions of approximately $2.33 per share, which is higher than the estimate of $2.10- $2.25 per share of the Company’s common stock, in cash and EPR stock, provided in the joint proxy statement/prospectus filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on January 26, 2017 seeking stockholder approval of the Plan (the “Joint Proxy Statement).”

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a performance chart providing additional details regarding total returns received by stockholders on their investment in the Company’s common stock.

The Final Distribution will be reflected in each stockholder’s Form 1099 for the year ending December 31, 2017. Stockholders are advised to consult their tax advisors regarding the tax consequences of the Final Distribution in light of his or her particular investment or tax circumstances.

The Company anticipates that promptly following the Final Distribution, effective December 31, 2017, it will file its Articles of Dissolution with the State Department of Assessments and Taxation of the State of Maryland, upon which the Company will be legally dissolved and all shares of the Company’s outstanding common stock will be cancelled and no longer deemed to be outstanding and all rights of the holders thereof as stockholders shall cease and terminate. We will also file appropriate notification to terminate our obligations under the U.S. securities laws.

On December 11, 2017, the Company sent to stockholders a letter regarding the Final Distribution and dissolution of the Company. A copy of the letter is included herewith as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Performance Chart
99.2	Letter to Stockholders dated December 11, 2017 announcing Final Distribution

Cautionary Note Regarding 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

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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 Exchange Act. 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.

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.

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Performance Chart
99.2	Letter to Stockholders dated December 11, 2017 announcing the Final Distribution

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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.

Date: December 11, 2017		CNL LIFESTYLE PROPERTIES, INC. a Maryland corporation
	By:	/s/ Tammy J. Tipton
		Tammy J. Tipton Chief Financial Officer

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EX-99.1

Exhibit 99.1

CNL LIFESTYLE PROPERTIES, INC. (F.K.A. CNL Income Properties, Inc.)

Data as of Dec. 11, 2017

CNL Lifestyle Properties, Inc. (the “REIT” or “CLP”) was a non-traded real estate investment trust that invested in a diverse collection of lifestyle assets. The REIT leased its properties on a long-term, triple-net lease basis or engaged qualified third-party managers to operate its properties. In March 2014, the REIT engaged Jefferies LLC, a leading global investment banking and advisory firm, to assist in actively evaluating various strategic alternatives to provide liquidity to stockholders. On November 2, 2016, the REIT entered into a sale agreement with EPR Properties (“EPR”) and Ski Resort Holdings LLC, a company affiliated with Och-Ziff Real Estate (the “Sale”), which closed on April 6, 2017, following which the REIT declared a final liquidating distribution on December 7, 2017, to be paid on or around December 15, 2017.

Status: Closed, Liquidated December 2017
Program Life:1 June 23, 2004 to December 2017	Amount Raised:2 $3.3 billion
Offering Period:3 June 2004 to April 2011 ($10.00/share)	Cumulative Special & Liquidating Distributions:4 $4.16 per share

Stockholder Distributions per Share Paid by Year³

Year Invested*	2004		2005		2006		2007		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017			Total Sum of Cash Distributions3
2004	$	0.26	$	0.54	$	0.56	$	0.60	$	0.62	$	0.66	$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	10.37
2005			$	0.54	$	0.56	$	0.60	$	0.62	$	0.66	$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	10.11
2006					$	0.56	$	0.60	$	0.62	$	0.66	$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	9.57
2007							$	0.60	$	0.62	$	0.66	$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	9.01
2008									$	0.62	$	0.66	$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	8.41
2009											$	0.66	$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	7.79
2010													$	0.63	$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	7.13
2011**															$	0.63	$	0.53	$	0.43	$	0.43	$	1.50	$	0.65	$	2.33	4	$	6.50

* Assumes that a hypothetical investor was a shareholder at first record date of each year and elected to receive cash distributions throughout the period of ownership. May not reflect actual total distributions received due to rounding or timing of investor entry. Annual distribution figures are rounded to the nearest $0.01 and then summed for totals.

** Closed to new investors in 2011.

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Estimated NAV and Special Distribution History⁴

NAV Per Share	Effective	Description
$7.31	Aug. 1, 2012	2012 NAV per Form 10-Q filed Aug. 8, 2012, includes previous Special Distribution of $0.035 per share declared Jan. 27, 2009.
$6.85	Dec. 31, 2013	2013 NAV per Form 8-K filed Mar. 6, 2014
$5.20	Dec. 31, 2014	2014 NAV per Form 8-K filed Mar. 16, 2015
($1.30)	Dec. 4, 2015	Special Distribution
$3.05	Dec. 31, 2015	2015 NAV per Form 8-K filed Mar. 16, 2016
($0.50)	Nov. 1, 2016	Special Distribution
$2.10	Dec. 6, 2016	2016 NAV after all declared distributions using balance sheet as of Sept. 30, 2016, as adjusted, per Form 8-K filed Dec. 6, 2016.3
($2.17)	Apr. 20, 2017	Interim Distribution of cash in the amount of $0.10 per CLP share and stock of EPR in amount of 2.7219 EPR shares per 100 CLP shares (valued at approximately $2.07 per CLP share based on average of high and low of EPR’s stock on April 20, 2017) per Form 8-K filed Apr. 21, 2017.4
$0.10	Apr. 20, 2017	2017 NAV after all declared distributions using balance sheet as of March 31, 2017, as adjusted, per Form 8-K filed Apr. 20, 2017.4
($0.16)	Dec. 15, 2017	Final Liquidating Distribution4

DRP:⁵ 95% of the public offering price at time of reinvestment, reinvested quarterly. After offering closed, DRP price was the most recent board declared estimated NAV per share at time of reinvestment, reinvested quarterly. DRP was available Sept. 20, 2004, to Sept. 26, 2014.

Disclosures and Footnotes:

¹  Program Life represents the REIT’s commencement of operations date through the date specified above.

²  Amount Raised is the aggregate dollar amount of gross proceeds raised including proceeds from the DRP. Amount Raised does not take into account the amounts used to pay any upfront fees and sales load and has not been reduced for redemptions.

³  The Offering Period represents the time during which the REIT accepted new investments. The Public Offering Price (“POP”) of $10.00 per share was in effect May 2004 to April 2011. Certain purchases were made at a discount to public purchase price.

⁴  Distributions declared in June and July of 2004 were paid on Sept. 20, 2004. On November 1, 2016, the board of directors approved the suspension of the REIT’s quarterly cash distribution on its common stock effective as of the fourth quarter 2016 distribution.

Special and Liquidating Distributions: On Jan. 27, 2009, the board of directors declared a special distribution of $0.035 per share to stockholders of record as of March 31, 2009. The special distribution was paid on June 30, 2009 along with the quarterly distribution. On Dec. 4, 2015, the board of directors declared a special distribution in the amount of $1.30 per share, payable to the holders of record of the REIT’s common stock as

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of the close of business on Dec. 4, 2015. The distribution was paid on Dec. 10, 2015. On Nov. 2, 2016, the board of directors declared a special distribution in the amount of $0.50 per share, payable to the holders of record of the REIT’s common stock as of Nov. 1, 2016. The distribution was paid on Nov. 14, 2016. On April 20, 2017, as previously reported in CNL Lifestyle Properties, Inc.’s (the “Company”) Current Report on Form 8-K/A filed with the SEC on April 12, 2017, the board of directors of the Company (the “Board”) authorized an interim distribution to the stockholders of record of the Company as of March 31, 2017 of 8,851,264 common shares (the “EPR Shares”) of beneficial interest of EPR Properties, a Maryland real estate investment trust (“EPR”), received by the Company as partial consideration in connection with the consummation on April 6, 2017 of the Purchase and Sale Agreement dated as of November 2, 2016 by and among the Company, EPR Properties and Ski Resort Holdings LLC, a Delaware limited liability company owned by funds affiliated with Och-Ziff Real Estate, for the sale of all of the Company’s remaining properties (the “Sale Agreement”). The EPR Shares were distributed to Company stockholders based on a ratio of 2.7219 shares of EPR common stock for each 100 shares of Company common stock. At the same time, the Board declared a cash distribution in the amount of $0.10 per share of Company common stock (the cash distribution, together with the distribution of the EPR Shares collectively, the “Interim Distribution”). The Interim Distribution was made on or around April 20, 2017. On December 7, 2017, the board of directors declared a final liquidating distribution in the amount of approximately $0.16 per share (the “Final Distribution”), payable to the holders of record of the REIT’s common stock as of December 8, 2017. The distribution is anticipated to be paid on or around December 15, 2017. Also on December 7, 2017, the REIT, entered into an Assignment and Assumption Agreement (the “Agreement”) with its advisor, CNL Lifestyle Advisor Corporation (the “Advisor”), pursuant to which we transferred certain remaining assets and liabilities to the Advisor and the Advisor agreed to perform certain administrative and related matters in connection with the winding-up of the Company in exchange for an aggregate payment to the Advisor of approximately $1.77 million. The REIT anticipates that promptly following the Final Distribution, effective December 31, 2017, it will file its Articles of Dissolution with the State Department of Assessments and Taxation of the State of Maryland, upon which the REIT will be legally dissolved and all shares of the REIT’s outstanding common stock will be cancelled and no longer deemed to be outstanding and all rights of the holders thereof as stockholders shall cease and terminate. The REIT will also file appropriate notification to terminate its obligations under the U.S. securities laws. The Final Distribution will be reflected in each stockholder’s Form 1099 for the year ending December 31, 2017. Stockholders are advised to consult their tax advisors regarding the tax consequences of the Final Distribution in light of his or her particular investment or tax circumstances. For the year ending Dec. 31, 2016 all distributions were paid from cash from operating activities and dispositions of properties. The taxable income will be reported following the end of the fiscal year. For the years ended Dec. 31, 2015, 2013, 2010, 2009, 2008, 2007, 2006, 2005, 2004 and 2003 approximately 46, 29, 0.3, 4, 41, 58, 72, 52, 24 and 0 percent, respectively, of the distributions received by stockholders were considered to be taxable income and approximately 54, 71, 100, 96, 59, 42, 28, 48, 76 and 0 percent, respectively, were considered a return of capital 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 percent were considered a return of capital to stockholders for federal income tax purposes. In light of the Plan of Dissolution, the board of directors approved the suspension of the quarterly cash distribution effective as of the fourth quarter 2016 distribution. Over time, distributions included a return of principal and borrowed funds which may have lowered overall actual returns to the investor.

⁵  The Distribution Reinvestment Program was offered at the sole discretion of the REIT’s board of directors and was suspended effective Sept. 24, 2014.

For complete details, read the REIT’s 10-K filings and other financial documents available on SEC.gov.

CSC 1217-320594

CNL Lifestyle Properties, Inc.

450 South Orange Ave.

Orlando, Florida 32801-3336

(866) 650-0650

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EX-99.2

Exhibit 99.2

December 11, 2017 CNL Center at City Commons 450 South Orange Avenue Orlando, Florida 32801-3336 tel 407.650.1000 800.522.3863 www.cnllifestylereit.com   Investor Inquiries: P.O. Box 219001 Kansas City, Missouri 64121-9001 toll-free 866.650.0650

Fellow Shareholder,

In April of this year, we closed on the sale of our remaining real estate assets to EPR Properties (NYSE: EPR) and Ski Resort Holdings LLC (an affiliate of Och-Ziff Real Estate) and paid interim liquidating distributions of $2.17 per CNL Lifestyle Properties common share to our shareholders. This distribution was a combination of freely tradeable EPR common shares and cash: $0.10 per share in cash and $2.07 per share in EPR common stock with a value of $76.00 based on the average of the high and low EPR trading prices on April 20, 2017, the date of the distribution. Shortly thereafter, you would have also received payment from the clearing agent (Computershare) for the sale of any fractional EPR shares that you were deemed to have received.

Final Distribution

Today, we are pleased to announce that we have concluded all post-closing matters and obligations, plus reconciled all expenses related to the company’s liquidation and dissolution. As a result, we will be paying approximately $0.16 per share in cash to shareholders as a final liquidating distribution. Inclusive of the interim distribution in April, the aggregate liquidating distribution per share paid in calendar year 2017 is approximately $2.33. We expect to make the final distribution to shareholders on or about Dec. 15, 2017. This timing is consistent with our publicly stated objective of concluding all liquidation and dissolution matters by year-end 2017.

For important context, the final liquidating cash distribution of approximately $0.16 compares favorably to the $0.10 per share estimated net asset value of the company that we announced on April 20, 2017. Further, the approximately $2.33 per share (noted above) exceeds the high-end of our aggregate liquidation range of $2.25 per share that was previously communicated.

What Happens Next?

In January or February 2018 you will receive separate 2017 Forms 1099 from CNL Lifestyle Properties, Computershare and/or your broker-dealer. Please refer to the enclosed Liquidation and Tax Implications flyer for additional information, including how to obtain your cost basis for 2017. Shareholders are advised to consult with their tax advisor regarding the tax consequences of the liquidating distributions.

If you have questions related to your liquidating distributions or transaction history for your CNL Lifestyle Properties shares, please contact CNL Client Services, 866-650-0650, option 3, or your financial advisor. To request cost basis information, please call CNL Client Services at 866-650-0650, option 1, or your financial advisor.

On behalf of the company’s board of directors and our entire management team, we are pleased to conclude this investment program that was initially launched in 2004. Over the last almost four years of our strategic alternatives process to provide shareholders with liquidity, we have worked in a focused and energetic manner with our board of directors and various advisors to create the best outcome. As always, I personally thank you for your investment in CNL Lifestyle Properties.

Sincerely,

Stephen H. Mauldin

Chief Executive Officer & President

cc: Financial advisors

Encl.

Forward-Looking Statements

Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “anticipates,” “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 company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial advisors should not place undue reliance on forward-looking statements.