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