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