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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

No offering is made to residents of New York, Maryland or any other state, except by a prospectus filed with the Department of Law of the state of New York, the Maryland Division of Securities or the respective state securities administrator. Neither the U.S. Securities and Exchange Commission, the attorney general of the state of New York, the Maryland Division of Securities nor any other state securities administrator has passed on or endorsed the merits of the REIT's offering or the adequacy or accuracy of this piece or the REIT's prospectus. Any representation to the contrary is unlawful.

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. The prospectus is available on sec.gov and cnlhealthcarepropertiesii.com.

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 selling firms. Selling firms are reminded that the REIT's communications must be accompanied or preceded by a prospectus.

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 a limited operating history on which investors may evaluate operations and prospects for the future. The REIT is a blind pool offering that is in the initial stages of property acquisitions and has made limited 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 modify, suspend or terminate the redemption plan at any time. Holding periods may be waived for qualifying events

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 distributions or that distributions will be paid at all. Due to the high levels of investment costs and fees incurred during the REIT's initial phase, distributions will not be fully covered by cash flows from operating activities and will be paid from expense waivers, borrowings and offering proceeds. For the nine months ended Sept. 30, 2017, approximately 49 percent of cash distributions were covered by operating cash flow and 51 percent were funded by offering proceeds. For the year ended Dec. 31, 2016, distributions were not covered by operating cash flow and were 100 percent funded by offering proceeds. Distributions paid from sources other than operating cash flow, now and in the future, are not sustainable, can reduce investors' overall return and may be dilutive

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 will be reduced.

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

There are significant risks associated with the seniors housing and healthcare sectors, including market risks impacting demand, competition from other entities, 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.

Read the prospectus, including the Risk Factors section, for full details.

Corporate Capital Trust II Risk Factors

Relating to the Offering of our Securities

Corporate Capital Trust II has suspended its continuous public offering as of Jan. 10, 2018. An investment in Corporate Capital Trust II's common stock involves a high degree of risk and may be considered speculative. You should carefully consider the information found in the Risk Factors section of the prospectus before deciding to invest in shares of Corporate Capital Trust II's common stock. Risks involved in an investment include (among others) the following:

  • Corporate Capital Trust II is a new company and is subject to all of the business risks and uncertainties associated with any business without an operating history, including the risk that it will not achieve its investment objective and that the value of its common stock could decline substantially. Investors may lose part or all of their investment. In addition, Corporate Capital Trust II has not identified specific investments that it will make with the proceeds of this offering. As a result, this may be deemed to be a "blind pool" offering and investors will not have the opportunity to evaluate historical data or assess any investments prior to purchasing shares of common stock.
    • Investors should not expect to be able to sell their shares regardless of how Corporate Capital Trust II performs. The board of trustees for Corporate Capital Trust II may, but is not required to, implement a share repurchase program.
    • If investors are able to sell their shares of common stock, they will likely receive less than their purchase price and the current net asset value per share. Because investors will be unable to sell their shares, they will be unable to reduce exposure on any market downturn.
    • Corporate Capital Trust II does not intend to list its common stock on any securities exchange during or for what may be a significant time after the offering period, and does 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. Corporate Capital Trust II intends to limit the number of shares of common stock that are eligible for repurchase. In addition, any such repurchases will be at a price less than the current offering price in effect on the date that each repurchase offer is initiated.
    • Investors should consider that they may not have access to the money invested 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."
  • Corporate Capital Trust II's distributions may not be based on investment performance, but may be supported by the advisors in the form of fee waivers or deferrals and/or operating expense support payments. Corporate Capital Trust II's previous distributions have been funded in significant part from expense support payments from the advisors, including the reimbursement of certain operating expenses that will likely be subject to repayment to Corporate Capital Trust II's affiliates. It is likely that distributions will continue to be supported by the advisors in the form of operating expense support payments and the deferral or waiver of investment advisory fees. Corporate Capital Trust II may be obligated to repay the advisors over several years and these repayments will reduce the future distributions that investors should otherwise receive from their investment.
  • Corporate Capital Trust II's portfolio companies may request assistance in the management of their affairs, however Corporate Capital Trust II may not have director or shareholder controls over the business affairs of these companies. In addition, Corporate Capital Trust II's investments in portfolio companies will be structured to be held until maturity and may not provide favorable terms for short term liquidity of the capital invested in them. If Corporate Capital Trust II is required to liquidate all or a portion of its portfolio quickly, it may realize significantly less than the value at which it have previously recorded its investments, which could have a material adverse effect on its business, financial condition and results of operations.
  • Corporate Capital Trust II has not established any limit on the extent to which it may use borrowing or offering proceeds to fund distributions to shareholders, which may reduce the amount of capital ultimately invested in assets, and there can be no assurances that distributions will be sustained at any particular level. Distributions may exceed earnings, particularly during the period before the net offering proceeds have been substantially invested, which may result in commensurate reductions in net asset value per share.
  • This is a "best efforts" offering and, if Corporate Capital Trust II is unable to raise substantial funds, it will be more limited in the number and type of investments it may make. As a result, the ability to diversify investments could be constrained.
  • Corporate Capital Trust II 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 Corporate Capital Trust II's income, it 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. Corporate Capital Trust II would generally be required to distribute any such original issue discount and PIK to satisfy the distribution requirement applicable to RICs.
  • Corporate Capital Trust II's managing dealer, CNL Securities, is an affiliate of CNL. As a result, its due diligence review and investigation of Corporate Capital Trust II and this prospectus cannot be considered to be an independent review. Accordingly, investors will have to rely on their own broker-dealer or investment advisor to make an independent review of the terms of this offering. If an investors' broker-dealer or investment advisor does not conduct such a review, investors will not have the benefit of an independent review of the terms of this offering. In addition, Corporate Capital Trust II does not, and does not expect to, have research analysts reviewing its performance or its securities on an ongoing basis. Therefore, investors will not have an independent review of Corporate Capital Trust II's performance and the value of its comment stock relative to other publicly traded companies.

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 the industry and Corporate Capital Trust II's prospects, plans, financial position and business strategy may constitute forward-looking statements. These statements are based on the beliefs and assumptions of management and on the information currently available 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 Corporate Capital Trust II believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct, and 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 expectations include those disclosed in the current prospectus in connection with the offering of common stock. All subsequent written and oral forward-looking statements attributable to Corporate Capital Trust II or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Corporate Capital Trust II's forward-looking statements are based on information available at the time such statements are made. Corporate Capital Trust II will not update these statements unless required by law to do so.

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