0001102946-18-000014.txt : 20181218 0001102946-18-000014.hdr.sgml : 20181218 20181218164729 ACCESSION NUMBER: 0001102946-18-000014 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181218 DATE AS OF CHANGE: 20181218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNL Healthcare Properties, Inc. CENTRAL INDEX KEY: 0001496454 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 272876363 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90567 FILM NUMBER: 181241055 BUSINESS ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: (407) 650-1000 MAIL ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CNL Healthcare Trust, Inc. DATE OF NAME CHANGE: 20120209 FORMER COMPANY: FORMER CONFORMED NAME: CNL Properties Trust, Inc. DATE OF NAME CHANGE: 20110301 FORMER COMPANY: FORMER CONFORMED NAME: CNL Diversified Lifestyle Properties, Inc. DATE OF NAME CHANGE: 20100713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MacKenzie Realty Capital, Inc. CENTRAL INDEX KEY: 0001550913 IRS NUMBER: 454355424 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 89 DAVIS ROAD, STE. 100 CITY: ORINDA STATE: CA ZIP: 94563 BUSINESS PHONE: 925-631-9100 MAIL ADDRESS: STREET 1: 89 DAVIS ROAD, STE. 100 CITY: ORINDA STATE: CA ZIP: 94563 SC TO-T/A 1 cnlhealthsctota12182018final.htm FINAL AMENDMENT

 
 
 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
___________________
Amendment No 1.

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, California  94563
  
Orinda, California  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.
   
[X]
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: $8,218.88
 
Form or Registration Number:  SC TO-T
 
Filing Party: MacKenzie Realty Capital, Inc.
 
Date Filed: October 22, 2018
   
[ ]
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: [X]
   
 
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)
 

FINAL AMENDMENT TO TENDER OFFER

This Final Amendment to 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 "Corporation"), 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.

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchasers, of a total of 101,314.033 Shares.  Following the purchase of all the tendered Shares, the Purchasers will own an aggregate of approximately 101,314.033 Shares, or approximately 0.06% of the total outstanding Shares.


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: December 18, 2018

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson
Chip Patterson, Secretary