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Listed below are the prospectuses for each CNL Securities distributed product.

Prospectuses

  • CNL Healthcare Properties II
    Prospectus | Risk Factors
     
  • Corporate Capital Trust II
    Prospectus | Risk Factors
    The offering of Corporate Capital Trust II common stock is not available to residents of Massachusetts.
     

 

CNL Healthcare Properties II Risk Factors

General Notices

This is not an offer to sell nor a solicitation of an offer to buy shares of the REIT. Only the prospectus makes such an offer. This piece must be read in conjunction with the prospectus in order to understand fully all the objectives, risks, charges and expenses associated with an investment and must not be relied upon to make a decision. The information herein does not supplement or revise any information in the REIT's public filings. To the extent information herein conflicts with the prospectus, the information in the prospectus shall govern.

Forward-looking statements are based on current expectations and may be identified by words such as believes, 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 REIT’s ability to control or accurately predict. Investors should not place undue reliance on forward-looking statements.

Managing dealer of CNL Healthcare Properties II is CNL Securities, member FINRA/SIPC. Shares are offered to the public through other broker-dealers or with the assistance of registered investment advisors. Broker dealers and investment advisors are reminded that the REIT's communications must be accompanied or preceded by a prospectus.

An investment in the REIT is subject to significant risks, some of which are summarized in the Risk Factors section of this piece and are fully detailed in the Risk Factors section in the REIT’s prospectus. Investors should read and understand all of the risks and the entire prospectus before making a decision to invest. The prospectus is available on sec.gov and cnlhealthcarepropertiesii.com.

Risk Factors

Investing in a non-traded REIT is a higher risk, longer term investment than many listed securities and is not suitable for all investors. Shares may lose value, or investors could lose their entire investment.

The REIT was recently organized and has yet to establish any operating history on which investors may evaluate operations and prospects for the future. The REIT is a “blind pool” offering that has not identified or acquired any properties, assets or investments.

This is a “best efforts” offering and if the REIT raises substantially less than the maximum offering amount, it may not be able to invest in a large variety of portfolio assets, which will subject investors to greater risk.

Non-traded REITs are illiquid. There is no public trading market for the shares. The REIT does not expect to offer a liquidity event in the near future and investors should be prepared to hold shares for an indefinite period of time. If investors are able to sell their shares, it would likely be at a substantial discount.

There are significant limitations on the redemption of investors’ shares under the REIT’s redemption plan. The REIT can determine not to redeem any shares or to redeem only a portion of the shares for which redemption is requested. In no event will more than 5 percent of the weighted average of all share classes of the outstanding shares be redeemed in any 12-month period. The REIT may suspend, terminate or modify the redemption plan at any time. Holding periods may be waived for qualifying events. For more specific information, including redemptions for special circumstances, please refer to the prospectus.

The REIT is obligated to pay substantial fees to its advisor, managing dealer, property manager and their respective affiliates for their services in managing the day-to-day operations of the REIT based upon agreements that 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. 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.

There is no guarantee of future cash distributions or if distributions will be paid at all. Due to the high levels of investment costs and fees incurred during the REIT's initial phase, distributions may not be fully covered by cash flows from operating activities and may be paid from expense waivers, borrowings and offering proceeds. For the year ended Dec. 31, 2016, 100 percent of total distributions were funded by offering proceeds. Distributions paid from sources other than operating cash flow, now and in the future, are not sustainable and can reduce investors’ overall returnSee the Risk Factors section of this piece or in the prospectus for additional information about the distribution policy.

The per share amount of distributions on Class A, Class T and Class I shares will differ because of the timing of certain class-specific expenses. Specifically, distributions on Class T shares and Class I shares will be lower than distributions on Class A shares because the REIT is required to pay ongoing distribution and servicing fees with respect to the Class T shares and Class I shares. These fees are not applicable to Class A shares.

If the REIT fails to maintain its qualification as a REIT for any taxable year, it will be subject to federal income tax and net earnings available for investment or distributions would be reduced.

The use of leverage to acquire assets may hinder the REIT’s ability to pay distributions and/or decrease the value of stockholders’ investments.

There are significant risks associated with the seniors housing and healthcare sectors, including market risks impacting demand, litigation risks and the cost of being responsive to changing government regulations. The REIT’s success in these sectors is dependent, in part, on the ability to evaluate local conditions, identify appropriate opportunities and find qualified tenants or, where properties are acquired through a taxable REIT subsidiary, engage and retain qualified independent managers.

 

Corporate Capital Trust II Risk Factors

Relating to the Offering of our Securities

An investment in our common stock involves a high degree of risk and may be considered speculative. You should carefully consider the information found in "Risk Factors" beginning on page 17 in the prospectus before deciding to invest in shares of our common stock. Risks involved in an investment in us include (among others) the following

  • We are a new company and are subject to all of the business risks and uncertainties associated with any business without an operating history, including the risk that we will not achieve our investment objective and that the value of our common stock could decline substantially. You may lose part or all of your investment. In addition, we have not identified specific investments that we will make with the proceeds of this offering. As a result, this may be deemed to be a "blind pool" offering and you will not have the opportunity to evaluate historical data or assess any investments prior to purchasing shares of our common stock.
  • You should not expect to be able to sell your shares regardless of how we perform. The board of trustees for Corporate Capital Trust II may, but is not required to, implement a share repurchase program.
    • If you are able to sell your shares of common stock, you will likely receive less than your purchase price and the current net asset value per share. Because you will be unable to sell your shares, you will be unable to reduce your exposure on any market downturn.
    • We do not intend to list our common stock on any securities exchange during or for what may be a significant time after the offering period, and we do not expect a secondary market in the shares to develop.
    • The board of trustees for Corporate Capital Trust II may, but is not required to, implement a share repurchase program. We intend to limit the number of shares of common stock that are eligible for repurchase by us. In addition, any such repurchases will be at a price less than the current offering price in effect on the date that we initiate each repurchase offer.
    • You should consider that you may not have access to the money you invest for an indefinite period of time.
    • An investment in our shares of common stock is not suitable for you if you need among other things access to the money you invest. See “Share Repurchase Program,” "Suitability Standards" and "Liquidity Strategy."
  • Our distributions may not be based on our investment performance, but may be supported by our Advisors in the form of fee waivers or deferrals and/or operating expense support payments. We may be obligated to repay our Advisors over several years and these repayments will reduce the future distributions that you should otherwise receive from your investment.
  • Our portfolio companies may request our assistance in the management of their affairs, however we may not have director or shareholder controls over the business affairs of the companies to which we loan capital. In addition, our investments in portfolio companies will be structured to be held until maturity and may not provide us with favorable terms for short term liquidity of the capital that we invest in them. If we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments, which could have a material adverse effect on our business, financial condition and results of operations.
  • We have not established any limit on the extent to which we may use borrowing or offering proceeds to fund distributions to shareholders, which may reduce the amount of capital we ultimately invest in assets, and there can be no assurances that we will be able to sustain distributions at any particular level. Our distributions may exceed our earnings, particularly during the period before we have substantially invested our net offering proceeds, which may result in commensurate reductions in net asset value per share.
  • This is a "best efforts" offering and, if we are unable to raise substantial funds, we will be more limited in the number and type of investments we may make. As a result, our ability to diversify our investments could be constrained.
  • Our investments may include original issue discount instruments and payment-in-kind interest ("PIK"). To the extent original issue discount and PIK constitutes a portion of our income, we will be exposed to risks associated with such income being required to be included in taxable and accounting income prior to receipt of the cash representing such income. We would generally be required to distribute any such original issue discount and PIK to satisfy the distribution requirement applicable to RICs.
  • Our Managing Dealer, CNL Securities, is an affiliate of CNL. As a result, its due diligence review and investigation of us and this prospectus cannot be considered to be an independent review.

Relating to Forward-Looking Statements

The information on this website includes "forward looking statements." All statements other than statements of historical facts included on this website regarding the prospects of our industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. These statements are based on the beliefs and assumptions of our management and on the information currently available to our management at the time of such statements. Forward looking statements generally can be identified by the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions that indicate future events and trends.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct, and our actual results may differ significantly from the results discussed in these forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include those disclosed in our current prospectus in connection with the offering of common stock. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our forward-looking statements are based on information available to us at the time such statements are made. We will not update these statements unless required by law to do so.

In addition to these risk factors, please also review our Privacy Policy and Terms of Use Policy for additional information particularly concerning links to other websites, limitation of liability and securities advice. 

 

 

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