CNL Growth Properties Receives Two Unsolicited Tender Offers

CNL Growth Properties Inc., a publicly registered non-traded real estate investment trust, received two unsolicited tender offers from Everest REIT Investors I LLC and CMG Partners LLC. The REIT’s board of directors recommended that stockholders reject both offers.

In a letter to shareholders, CNL Growth Properties said that Everest REIT Investors launched an unsolicited offer last week to purchase up to 1.13 million shares of common stock at a price of $5.00 per share in cash.

In addition, CMG Partners and affiliates launched an unsolicited offer on November 24th to purchase up to 1.5 million shares at a price of $5.00 per share in cash. On the same date, the REIT announced a special distribution of at least $1.00 per share and a maximum of $1.70 per share dependent on whether a pending sale closes before December 31, 2015. Following the announcement, CMG amended their offer and reduced the offer price to $4.00 per share.

In the letter, CNL Growth Properties indicated that its board of directors believes that each offer is significantly less than the current and potential long-term value of the shares.

The REIT announced in February 2015 that its estimated net asset value per share was $9.40. Assuming that the special distribution is $1.70 per share, the 2014 NAV would be revised to $7.70 per share on a pro forma basis. According to the company, this represents a significant premium over the CMG and Everest offer prices.

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