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EX-99.1 - TEXT OF CORRESPONDENCE TO FINANCIAL ADVISORS AND BROKER DEALERS - CNL Growth Properties, Inc.d302202dex991.htm

 

 

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): January 5, 2017

 

 

CNL GROWTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   000-54686   26-3859644

(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 7.01 Regulation FD Disclosure

Correspondence with Financial Advisors and Broker Dealers, Engagement of CBRE, Inc.

On January 5, 2017, CNL Growth Properties, Inc. (the “Company”) sent a correspondence to financial advisors and broker dealers that participated in the Company’s public offerings notifying them that the Company (i) engaged CBRE, Inc., an independent appraisal firm (“CBRE”) to provide restricted use real estate appraisal reports to assist the Company with its valuation and an estimation of the net asset value (“NAV”) per share of the Company’s common stock as of December 31, 2016, (ii) anticipates announcing on or about January 26, 2017 the estimated net asset value (“NAV”) per share of the Company’s common stock as of December 31, 2016 (the “2016 NAV”), and (iii) will hold a webinar on January 30, 2017, at 3:00 p.m., Eastern Time, to present the estimated 2016 NAV. The text of the correspondence sent to financial advisors and broker dealers is filed as Exhibit 99.1 to this Current Report, and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”), the information contained in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 8.01 Other Events

Determination of Net Asset Value Per Share as of December 31, 2016

In order to assist Financial Industry Regulatory Authority (“FINRA”) members and their associated persons who participated in the Company’s public offerings in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340 (“NASD Rule 2340”), as required by FINRA, the Company prepares and announces at least annually an estimated NAV per share of the Company’s common stock, the method by which such NAV was developed, and the date of the data used to develop the estimated NAV per share.

The Company’s Board of Directors and the valuation committee of the Board of Directors, which is comprised solely of independent directors (the “Valuation Committee”), approved the engagement of CBRE to provide restricted use real estate appraisal reports (the “Appraisals”) to assist the Valuation Committee in the preparation of the estimated 2016 NAV. Upon the receipt, analysis and consideration of the Appraisals, the Company’s joint venture agreements, assets and liabilities and other factors the Valuation Committee deems beneficial, the Company’s advisor will recommend a valuation range to the Valuation Committee and Board of Directors, and the Board of Directors will establish the estimated 2016 NAV.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

99.1 Text of correspondence to financial advisors and broker dealers.


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: January 5, 2017       CNL GROWTH PROPERTIES, INC.
      a Maryland Corporation
    By:  

/s/ Scott C. Hall

     

Scott C. Hall

Senior Vice President of Operations