UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2011
CNL Lifestyle Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-51288 | 20-0183627 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification no.) | ||
| 450 South Orange Ave. Orlando, Florida |
32801 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (407) 650-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
CNL Lifestyle Properties, Inc. (the “Company”) has commenced a private offering, subject to market and other conditions, of up to $400 million of senior notes due 2019 to qualified institutional buyers pursuant to Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the offering to repay existing indebtedness, fund future acquisitions of properties, loans and other permitted investments, and for general corporate purposes. The notes will be unsecured and guaranteed by certain of the Company’s subsidiaries.
The notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state or foreign jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or foreign jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 24, 2011 | CNL LIFESTYLE PROPERTIES, INC. | |||||
| /s/ Joseph T. Johnson | ||||||
| Name: | Joseph T. Johnson | |||||
| Title: | Senior Vice President and | |||||
| Chief Accounting Officer | ||||||