As filed with the Securities and Exchange Commission on March 26, 2020
Registration Statement No. 333-222986
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________
CNL STRATEGIC CAPITAL, LLC
(Exact name of registrant as specified in governing instruments)
______________________
| Delaware | 3990 | 32-0503849 |
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| incorporation or organization) | Classification Number) | Identification Number) |
CNL
Strategic Capital, LLC
450 South Orange Avenue
Orlando,
Florida 32801
Tel (407) 650-1000
(Address,
including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
Chirag J. Bhavsar
Chief Executive Officer
450 South Orange Avenue
Orlando,
Florida 32801
Tel (407) 650-1000
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Jay
L. Bernstein, Esq. Clifford R. Cone, Esq. Larry
P. Medvinsky, Esq. |
Robert
H. Bergdolt, Esq. DLA Piper LLP (US) 4141 Parklake Avenue, Suite 300 Raleigh, North Carolina 27612-2350 Tel (919) 786-2000 |
______________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☐
|
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 7(a)(2)(B) of the Securities Act . ☒ | |||
Explanatory Note
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-222986) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: The following exhibit is filed as part of this registration statement:
Exhibit Number |
Description |
| 23.1* | Consent of Ernst & Young LLP |
| 23.2* | Consent of BDO USA, LLP |
| 23.3* | Consent of Plante & Moran, PLLC |
| 23.4* | Consent of Citrin Cooperman & Company, LLP |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on March 26, 2020.
| CNL Strategic Capital, LLC | ||
| By: | /s/
Chirag J. Bhavsar Name: Chirag J. Bhavsar Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
| * | ||||
| James M. Seneff, Jr. | Chairman of the Board | March 26, 2020 | ||
| /s/ Chirag J. Bhavsar | ||||
| Chirag J. Bhavsar | Chief Executive Officer (Principal Executive Officer) | March 26, 2020 | ||
| * | ||||
| Tammy J. Tipton | Chief Financial Officer (Principal Accounting and Financial Officer) | March 26, 2020 | ||
| * | ||||
| Arthur E. Levine | Director | March 26, 2020 | ||
* |
||||
| Mark D. Linsz | Director | March 26, 2020 | ||
| * | ||||
| Benjamin A. Posen | Director | March 26, 2020 | ||
| * | ||||
| Robert J. Woody | Director | March 26, 2020 | ||
| * By: /s/ Chirag J. Bhavsar | |||
| Chirag J. Bhavsar | |||
| Power of Attorney | |||
CNL Strategic Capital, LLC POS AM
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in Post-Effective Amendment No. 3 to the Registration Statement (Form S-1 No. 333-222986) and related Prospectus of CNL Strategic Capital, LLC for the registration of up to $1,100,000,000 in shares of its common stock and to the incorporation by reference therein of our report dated March 26, 2020, with respect to the consolidated financial statements of CNL Strategic Capital, LLC included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Charlotte, North Carolina
March 26, 2020
CNL Strategic Capital, LLC POS AM
Exhibit 23.2
Consent of Independent Auditors
We consent to the use in this Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-222986) and related prospectus of CNL Strategic Capital, LLC of our report dated March 13, 2020, except for Note 13 as to which the date is March 23, 2020 on the consolidated financial statements of LD Parent, Inc. and its Subsidiaries as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and the period February 7, 2018 to December 31, 2018 and to the reference to our firm under the caption "Experts" in the prospectus.
/s/ BDO USA, LLP
Woodbridge, NJ
March 26, 2020
CNL Strategic Capital, LLC POS AM
Exhibit 23.3
Consent of Independent Auditors
We consent to the use in this Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-222986) and related prospectus of CNL Strategic Capital, LLC of our reports dated March 12, 2020 on the consolidated financial statements of Polyform Holdings, Inc. and subsidiary, as of December 31, 2019 and December 31, 2018 and for the year ended December 31, 2019 and the period from February 7, 2018 to December 31, 2018, and to the reference to our firm under the caption "Experts" in the prospectus.
/s/ Plante & Moran, PLLC
Chicago, IL
March 26, 2020
CNL Strategic Capital, LLC POS AM
Exhibit 23.4
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this Registration Statement on amended Form S-1 of our report dated March 25, 2020 relating to the consolidated financial statements of Roundtable Equity Holdings LLC and Subsidiary, which appears in the Annual Report on Form 10-K of CNL Strategic Capital, LLC for the year ended December 31, 2019, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Citrin Cooperman & Company, LLP
Philadelphia, Pennsylvania
March 26, 2020