As filed with the Securities and Exchange Commission on March 15, 2018
Registration No. 333-206017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 7
TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
CNL HEALTHCARE PROPERTIES II, INC.
(Exact name of registrant as specified in charter)
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
(407) 650-1000
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Stephen H. Mauldin
Chief Executive Officer and President
CNL Healthcare Properties II, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
(407) 650-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert H. Bergdolt, Esq.
Christopher R. Stambaugh, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
Approximate date of commencement of proposed sale to the public: This post-effective amendment is being filed pursuant to Rule 462(d) under the Securities Act and will be effective upon filing.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-206017
If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check One):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
Explanatory Note
This Post-Effective Amendment No. 7 to the Registration Statement on Form S-11 (No. 333-206017) is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to such Registration Statement.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits
(b) Exhibits. The following exhibits are filed as part of this Registration Statement:
| Ex. |
Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of CBRE Capital Advisors, Inc. | |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-Effective Amendment No. 7 to Form S-11 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on March 15, 2018.
| CNL HEALTHCARE PROPERTIES II, INC. | ||
| By: | /s/ Stephen H. Mauldin | |
| Stephen H. Mauldin, Chairman of the Board, Director, Chief Executive Officer and President | ||
Pursuant to the requirements of the Securities Act of 1933, this Form S-11 registration statement has been signed by the following persons in the following capacities on March 15, 2018.
| Signature |
Title | |
| /s/ Stephen H. Mauldin Stephen H. Mauldin |
Chairman of the Board, Director, Chief Executive Officer and President | |
| /s/ Ixchell C. Duarte Ixchell C. Duarte |
Chief Financial Officer, Treasurer and Senior Vice President (Principal Financial Officer) | |
| /s/ L. Burke Rainey L. Burke Rainey |
Chief Accounting Officer and Vice President (Principal Accounting Officer) | |
| * Douglas N. Benham |
Director | |
| * Dianna F. Morgan |
Director | |
| * J. Chandler Martin |
Director | |
| *BY: /s/ Stephen H. Mauldin Stephen H. Mauldin |
Attorney-in-Fact | |
POWER OF ATTORNEY
We, the undersigned officers and directors of CNL Healthcare Properties II, Inc., hereby severally constitute Stephen H. Mauldin, our true and lawful attorney with full power to him, to sign for us and in our names in the capacities indicated below, the Registration Statement filed herewith and any and all amendments to said Registration Statement, including any Registration Statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable CNL Healthcare Properties II, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
| Name |
Title |
Date | ||
| /s/ Ixchell C. Duarte Ixchell C. Duarte |
Chief Financial Officer, Treasurer and Senior Vice President (Principal Financial Officer) | March 15, 2018 | ||
| /s/ L. Burke Rainey L. Burke Rainey |
Chief Accounting Officer and Vice President (Principal Accounting Officer) | March 15, 2018 | ||