SC TO-T 1 cnlhealthsctot10222018.htm SCHEDULE TO

 
 
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

CNL HEALTHCARE PROPERTIES, INC.
(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
  
Chip Patterson, Esq.
MacKenzie Capital Management, LP
  
MacKenzie Capital Management, LP
89 Davis Road, Suite 100
  
89 Davis Road, Suite 100
Orinda, CA 94563
  
Orinda, CA 94563
(925) 631-9100 ext. 1024
  
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$67,812,500
$8,218.88
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 8,750,000 Shares at a purchase price equal to $7.75 per Share in cash.
   
[ ]
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
   
 
Amount Previously Paid:
 
Form or Registration Number:
 
Filing Party:
 
Date Filed:
   
[ ]
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
   
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
   
[X]
third party tender offer subject to Rule 14d-1.
[ ]
issuer tender offer subject to Rule 13e-4.
[ ]
going private transaction subject to Rule 13e-3
[ ]
amendment to Schedule 13D under Rule 13d-2
   
 
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
   
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
   
[ ]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
[ ]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by: MacKenzie Realty Capital, Inc. (collectively the "Purchasers") to purchase up to 8,750,000 shares of common stock (the "Shares")  in CNL Healthcare Properties, Inc. (the "REIT"), the subject company, at a purchase price equal to $7.75 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated October 22, 2018 (the "Offer Date") and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.  Any dividends paid after December 14, 2018, or such other date to which this Offer may be extended (the "Expiration Date"), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchasers.

Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date.  Purchasers are entitled to all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.

The REIT had 46,107 holders of record owning an aggregate of 173,975,530 Shares as of July 31, 2018 and December 31, 2017, according to its Quarterly Report on  Form 10-Q for the fiscal quarter ending June 30, 2018 and the Annual Report on Form 10-K for the fiscal year ending December 31, 2017.  The Purchasers and their affiliates currently beneficially own 0 Shares, or 0.0% of the outstanding Shares.  The 8,750,000 Shares subject to the Offer constitute 5.03% of the outstanding Shares.  Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $67,812,500 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital.

The address of the REIT's principal executive offices is CNL Center at City Commons, 450 South Orange Ave, Orlando, Florida, 32801, and its phone number is (407) 650-1000.

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.

Item 12. Exhibits.


(a)(1)
Offer to Purchase dated October 22, 2018
   
(a)(2)
Assignment Form
   
(a)(3)
Form of Letter to Shareholders dated October 22, 2018
 
(a)(4)
 
 
Form of advertisement in Investor's Business Daily
 
(b)- (h)
Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURES


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 22, 2018

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson
Chip Patterson, Secretary