CNL Lifestyle to Hold Stockholder Meeting to Approve Plan of Liquidation
January 18, 2017 | by James Sprow | Blue Vault
CNL Lifestyle Properties, Inc. (“CLP”) announced a special meeting of stockholders on March 24, 2017 to seek approval of the sale of all of CLP’s remaining properties to EPR Properties (“EPR”) and Ski Resort Holdings LLC, pursuant to a purchase and sale agreement dated as of November 2, 2016.
As consideration for the sale, CLP will receive approximately $830 million which is estimated to be paid (i) approximately $183 million in cash subject to adjustment in accordance with the terms of the purchase agreement and (ii) approximately $647 million of common shares of EPR (listed on the “NYSE”).
The number of EPR common shares to be received by CLP will be determined by dividing approximately $647 million by the volume weighted average price per EPR common share on the New York Stock Exchange (the “NYSE”) for the ten business days ending on the second business day before the closing of the sale (the “Closing VWAP”), provided that (i) if the Closing VWAP is less than $68.25, then the calculation will be made as if the Closing VWAP were $68.25 and (ii) if the Closing VWAP is greater than $82.63, then the calculation will be made as if the Closing VWAP were $82.63. (EPR’s common stock closed at $75.10 per share on January 17, 2017.)
CLP currently estimates that its assets after completion of the sale will be sufficient to satisfy its known retained liabilities and expenses associated with the sale and the Plan of Dissolution. CLP currently estimates that as a result of the sale and its liquidation and dissolution pursuant to the Plan of Dissolution, its stockholders will receive an amount within the estimated range of $2.10 and $2.25 per share of CLP common stock, in cash and share consideration (which consists of between approximately 0.024 and 0.029 EPR common shares per share of CLP common stock), excluding amounts previously received by CLP stockholders on or about November 14, 2016 as a special distribution that was funded from the net proceeds of prior dispositions of certain of CLP’s assets. CLP is unable at this time to predict the exact amount, nature and timing of any distributions to its stockholders. Following the closing of the sale, CLP’s assets will primarily consist of (i) between approximately 7.8 million and 9.5 million EPR common shares, subject to the collar mechanism described above; (ii) approximately $183 million in cash, subject to adjustment in accordance with the terms of the Purchase Agreement.
A special committee of the CLP Board of Directors, comprised of independent directors, evaluated the sale and unanimously recommended that the CLP Board of Directors approve the sale. The CLP Board of Directors, upon the unanimous recommendation of the special committee, determined that the sale was advisable and in the best interests of CLP and its stockholders and unanimously approved the sale and the Plan of Dissolution, including the complete liquidation and dissolution of CLP, and recommends that stockholders vote for each of the proposals set forth in the proxy statement/prospectus describing the terms of the dissolution.
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