Amended Tender Offer Statement by Third Party (sc To-t/a)
April 13 2021 - 3:39PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
CNL HEALTHCARE
PROPERTIES, INC.
(Name of Subject Company)
COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP
COMRIT INVESTMENTS LTD.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
Ziv Sapir
Comrit Investments 1, Limited Partnership
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101
+ 972-3-519-9936
Copy to:
Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Phone: (303) 473-2700
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Offeror)
Calculation of Filing Fee:
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Transaction
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Amount of
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Valuation*
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Filing Fee**
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$32,208,000
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$3,513.89
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*
**
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For purposes of calculating the filing fee only. Assumes the purchase
of 8,800,000 shares of Common Stock at a purchase price equal to $3.66 per share in cash.
The filing fee was calculated in accordance with Rule 0-11 under the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2021, issued August 26, 2020, by multiplying
the transaction valuation by 0.0001091.
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x
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $3,513.89
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Form or Registration Number: Schedule TO-T (File No. 005-90567)
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Filing Party: Comrit Investments 1, Limited Partnership; Comrit Investments Ltd.
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Date Filed: February 10, 2021
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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x
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third party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going private transaction subject to Rule 13e-3
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¨
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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¨
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Rule 13e-4(i) (Cross-Border Issuer Tender
Offer)
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¨
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Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer)
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FINAL AMENDMENT TO TENDER OFFER
This Final Amendment to the Tender Offer Statement on Schedule TO relates
to the offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Purchaser”) to purchase up to 8,800,000
shares of common stock, par value $0.01 per share (the “Shares”), in CNL Healthcare Properties, Inc., the subject company,
at a purchase price of $3.66 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February
10, 2021, and the related Assignment Form.
The Offer
resulted in the tender by shareholders, and acceptance for payment by the Purchaser, of a total of 168,284 Shares. Following the purchase
of all of the tendered Shares, the Purchaser will own an aggregate of approximately 618,169 Shares, or approximately 0.4% of the
total outstanding Shares.
SIGNATURES
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 13, 2021
Comrit Investments 1, Limited Partnership
By: Comrit Investments
Ltd., its General Partner
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By:
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/s/ Ziv Sapir
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Ziv Sapir
Chief Executive Officer
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Comrit Investments Ltd.
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By:
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/s/
Ziv Sapir
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Ziv Sapir
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Chief Executive Officer
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