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CNL HEALTHCARE PROPERTIES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

February 7, 2014

Item 1.01 Entry into a Material Definitive Agreement

The information appearing in Item 2.01 and Item 2.03 of this Current Report is incorporated by reference herein and made a part of this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets

The Pacific Northwest II Communities

The information appearing in Item 2.03 of this Current Report is incorporated by reference herein and made a part of this Item 2.01.

Acquisition of Four Additional Pacific Northwest Communities

As previously reported on Form 8-Ks filed with the Securities and Exchange Commission on August 27, 2013 and December 2, 2013, CHP Partners, LP, the operating partnership of CNL Healthcare Properties, Inc. (and together with us the "Company"), entered into separate purchase and sale agreements, each dated as of August 21, 2013 (collectively, the "Purchase Agreements"), relating to the acquisition, from various related sellers (collectively, the "PNWC Sellers"), of a portfolio of 21 senior housing communities generally located in the Pacific Northwest region of the United States and Nevada (each a "Pacific Northwest Community, and collectively the "Pacific Northwest Communities") for an aggregate purchase price of approximately $457.3 million. The PNWC Sellers are affiliated with each other; however, none of the PNWC Sellers is an affiliate of the Company or any of the Company's affiliates. The Company was unable to successfully modify the loan assumption terms relating to the purchase of four of the properties. As a result, the Company determined that it will not complete the acquisition of such properties as originally contemplated in the applicable Purchase Agreements and has exercised its contractual right to remove two of the properties from the portfolio. The Company received a refund of its earnest money deposit with respect to those two properties and forfeited its earnest money deposit on the other two properties in the aggregate amount of approximately $1.06 million. On December 2, 2013, the Company acquired the initial tranche consisting of 12 of the Pacific Northwest Communities (the "Pacific Northwest I Communities") having an aggregate purchase price of approximately $302.3 million. On February 3, 2014, the Company closed the second tranche consisting of four Pacific Northwest Communities having an aggregate purchase price of approximately $88.3 million (each a "Pacific Northwest II Community", and collectively the "Pacific Northwest II Communities"). The Pacific Northwest II Communities collectively feature 457 residential units comprised of 136 independent living units, 297 assisted living units, and 24 specialty care or "memory care" units. The average age of the Pacific Northwest II Communities is approximately 11.9 years using a weighted average unit count basis. Percentage Occupancy Purchase Total (as of Year Built/ Price Name and Location Seller Units 11/30/13) Renovated RevPOU(1) (in millions) Pacific Northwest II Communities Bridgewood at Four Seasons 124 (2) 53.2 % 2001 $ 2,935 $ 22.1 Retirement & Assisted Living Vancouver Community Vancouver, WA Bridgewood, ("Bridgewood") LLC 2

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Percentage Occupancy Purchase Total (as of Year Built/ Price Name and Location Seller Units



11/30/13) Renovated RevPOU(1) (in millions) Rosemont Retirement & Assisted MWSH Yelm,

87 (3) 87.4 % 2009 $ 3,112 $ 16.9 Living Community Yelm, WA LLC



("Rosemont")

Auburn Meadows Senior Community Auburn Assisted 102 (4)

77.5 % 2009 $ 3,939 $ 21.9 Assisted Living and Special Care Living, LLC Auburn, WA ("Auburn Meadows") Monticello Park Retirement & Longview 144 (5) 70.8 % 2009 $ 3,032 $ 27.4 Assisted Living Community Longview, Monticello, LLC WA ("Monticello Park") Totals: 457 $ 88.3



(1) Average monthly revenue per occupied unit ("RevPOU") for the month of

November 30, 2013.

(2) Total units consist of 52 independent living units and 72 assisted living

units.

(3) Total units consist of 24 independent living units and 63 assisted living

units.

(4) Total units consist of 78 assisted living units and 24 specialty care or

memory care units.

(5) Total units consist of 60 independent living units and 84 assisted living

units.

Subsidiaries of the Company each purchased one (1) Pacific Northwest II Community, and subsequently leased the Pacific Northwest II Communities to other subsidiaries of the Company (each a "Pacific Northwest II Community Tenant", and collectively the "Pacific Northwest II Communities Tenants") pursuant to separate lease agreements. Prestige Senior Living, L.L.C. ("Prestige"), an unaffiliated third-party manager which manages eight of the Pacific Northwest I Communities, will similarly operate and manage the Pacific Northwest II Communities under long-term management services agreements with each such Pacific Northwest II Community Tenant. Pursuant to these management agreements, Prestige will receive a market rate management fee, which is subject to subordination and forfeiture provisions where the net operating income of a community does not equal or exceed certain minimum thresholds set forth in the management services agreements. The management services agreements may be terminated without penalty in the event of various defaults. Termination fees are payable to Prestige in the event that the Company voluntarily terminates a management services agreement. Pursuant to an operations transfer agreement among Prestige and the Pacific Northwest II Communities Tenants, neither the Pacific Northwest II Communities Tenants nor their affiliates may solicit for employment any employee of Prestige prior to September 20, 2014.



The Company calculates depreciation expense for federal income tax purposes using the straight-line method, and anticipates depreciating the buildings and land improvements for federal income tax purposes based on estimated useful lives of 40 years and 20 years, respectively.

The Investment Services Fee of approximately $1.6 million in connection with the acquisition of the Pacific Northwest II Communities, which is equal to 1.85% of the purchase price of the properties is payable to the advisor, CNL Healthcare Corp. 3



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Future Closing

The following table sets forth the final Pacific Northwest Community that the Company anticipates acquiring in March 2014:

Approx. Purchase Total Price Name and Location Seller Units (in millions) West Hills Retirement and Assisted Living West Hills Assisted 66 (1) $ 15.0 Community Corvallis, OR Living Community, LLC



(1) Total unit count consists of 66 assisted living units.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of Registrant

The information appearing in Item 2.01 of this Current Report is incorporated by reference herein and made a part of this Item 2.03.

On December 2, 2013, the subsidiaries of the Company that purchased and leased the Pacific Northwest I Communities (the "Pacific Northwest I Borrowers") entered into a loan agreement (the "Pacific Northwest Loan Agreement") with The Prudential Life Insurance Company of America ("Prudential") providing for a five (5) year term loan in the aggregate principal amount of approximately $157.5 million to finance the purchase of the Pacific Northwest I Communities (the "Pacific Northwest I Loan"). On February 3, 2014, the Pacific Northwest I Borrowers and the subsidiaries of the Company that purchased and leased the Pacific Northwest II Communities (the "Pacific Northwest II Borrowers" and together with the Pacific Northwest I Borrowers, the "Pacific Northwest Borrowers") entered into an amended and restated loan agreement with Prudential pursuant to which Prudential funded additional loan proceeds in the aggregate principal amount of approximately $54.0 million dollars to finance the acquisition of the Pacific Northwest II Communities (the "Pacific Northwest II Loan" and together with the Pacific Northwest I Loan, the "Pacific Northwest Loan), which Pacific Northwest II Communities were added to the collateral pool under the Pacific Northwest Loan. The Pacific Northwest Loan matures on December 5, 2018. Interest on the outstanding principal balance of the Pacific Northwest Loan accrues interest at a rate equal to 4.30%. The Pacific Northwest Loan may be prepaid by the Pacific Northwest Borrowers, in whole or in part, with a prepayment premium equal to the greater of: (i) one percent (1%) of the principal amount being prepaid, multiplied by the quotient of the number of full months remaining until the maturity date of the loan (calculated as of the prepayment date) divided by the number of full months comprising the term of the loan; or (b) a "make-whole" payment equal to the present value of the loan less the amount of principal and accrued interest being prepaid calculated as of the prepayment date, calculated as of the prepayment date for the period between that date and the maturity date. The Pacific Northwest Borrowers are entitled to obtain supplemental loan proceeds from Prudential in an amount of up to $20.0 million dollars, provided that the Pacific Northwest Borrowers meet certain debt yield, loan-to-value, and net operating income threshold requirements and request such supplemental loan proceeds during the period commencing May 2014 and ending December 2016. The Pacific Northwest Loan is collateralized by first mortgages on all real property, improvements, and personal property of the Pacific Northwest I Communities and Pacific Northwest II Communities, and assignments to Prudential of all rents and leases collected or received with respect to the Pacific Northwest I Communities and Pacific Northwest II Communities by the respective borrowers. The Company has guaranteed each Pacific Northwest Borrowers' performance under the Pacific Northwest Loan pursuant to a standard recourse guaranty. The Pacific Northwest Loan is subject to customary affirmative, negative, and financial covenants for a loan of this type. An origination fee of $269,680 in connection with the Pacific Northwest II Loan, or one-half percent (0.5%) of the aggregate Pacific Northwest II Loan amount, was paid to Prudential when the origination fee of $787,739 was paid to Prudential in connection with the Pacific Northwest I Loan. 4

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The required financial statements for the acquisitions of the Pacific Northwest II Communities described in Item 2.01 of this Current Report will be filed under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.



(b) Pro Forma Financial Information

The required pro forma financial information for the acquisitions of the Pacific Northwest II Communities described in Item 2.01 of this Current Report will be filed in accordance with Article 11 under cover of a Form 8-K/A as soon as practicable and no later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed. (d) Exhibits 10.1 Assignment and Assumption of Purchase and Sale Agreement Auburn dated February 1, 2014, by and between CHP Partners, LP and CHP Auburn Owner, LLC (Filed herewith.)



10.2 Management Services Agreement dated February 1, 2014, between Prestige

Senior Living, L.L.C. and CHP Auburn WA Tenant Corp. (Filed herewith.)

10.3 Amended and Restated Loan Agreement among The Prudential Life Insurance

Company of America CHP Gresham-Huntington Terrace OR Owner, LLC, CHP Gresham-Huntington Terrace OR Tenant Corp., CHP Tualatin-Riverwood OR Owner, LLC, CHP Tualatin-Riverwood OR Tenant Corp., CHP Beaverton OR



Owner, LLC, CHP Beaverton OR Tenant Corp, CHP Salem-Orchard Heights OR

Owner, LLC, CHP Salem-Orchard Heights OR Tenant Corp., CHP Salem-Southern

Hills OR Owner, LLC, CHP Salem-Southern Hills OR Tenant Corp, CHP Medford-Arbor Place OR Owner, LLC, CHP Medford-Arbor Place OR Tenant Corp., CHP Bend-High Desert OR Owner, LLC, CHP Bend-High Desert OR Tenant Corp., CHP Tillamook-Five Rivers OR Owner, LLC, CHP Tillamook-Five Rivers OR Tenant Corp., CHP Billings MT Owner, LLC, CHP Billings MT Tenant Corp., CHP Idaho Falls ID Owner, LLC, CHP Idaho Falls ID Tenant Corp., CHP Boise ID Owner, LLC, CHP Boise ID Tenant Corp., CHP Sparks NV Owner, LLC, CHP Sparks NV Tenant Corp.CHP Auburn Owner, LLC, CHP Auburn WA Tenant Corp., CHP Bridgewood Owner, LLC, CHP Bridgewood WA Tenant Corp.,



CHP Rosemont Owner, LLC, CHP Rosemont WA Tenant Corp., CHP Monticello

Owner, LLC and CHP Monticello WA Tenant Corp. dated February 3, 2014. (Filed herewith.)



10.4 Promissory Note dated February 3, 2014, made by CHP Auburn Owner, LLC and

CHP Auburn WA Tenant Corp. to The Prudential Insurance Company of America

in the principal amount of $11,018,192.00 (Filed herewith.) 10.5 Deed of Trust, Security Agreement and Fixture filing (Auburn - First) dated February 3, 2014, by CHP Auburn Owner, LLC and CHP Auburn WA Tenant Corp. to First American Title Insurance Company for the benefit of The Prudential Insurance Company of America (Filed herewith.)



10.6 Deed of Trust, Security Agreement and Fixture filing (Auburn - Second)

dated February 3, 2014, by CHP Auburn Owner, LLC and CHP Auburn WA Tenant

Corp. to First American Title Insurance Company for the benefit of The Prudential Insurance Company of America (Filed herewith.) 10.7 Recourse Liabilities Guaranty executed February 3, 2014, by CNL Healthcare Properties, Inc. to The Prudential Insurance Company of America relating to the indebtedness of CHP Auburn Owner, LLC and CHP Auburn WA Tenant Corp. (Filed herewith.)



10.8 Supplemental Guaranty executed February 3, 2014, by CHP Auburn Owner, LLC

and CHP Auburn WA Tenant Corp. to The Prudential Insurance Company of America (Filed herewith.) 10.9 Schedule of Omitted Documents (Filed herewith.) 5



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Cautionary Note Regarding Forward-Looking Statements

Certain statements herein that are not statements of historical or current fact may constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbor created by Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management's current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company's business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as "believes," "expects," "anticipates," "intends," "estimates," "plans," "continues," "pro forma," "may," "will," "seeks," "should" and "could," and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share net asset value of the Company's common stock, and/or other matters. The Company's forward-looking statements are not guarantees of future performance. While the Company's management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise, and may not be realized. The Company's forward-looking statements are based on management's current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company's ability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company's actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Given these uncertainties, the Company cautions you not to place undue reliance on such statements. Important factors that could cause the Company's actual results to vary materially from those expressed or implied in its forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions, and the following: risks associated with the Company's investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; the availability of proceeds from the Company's offering of its shares; risks of doing business internationally, including currency risks; the Company's failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance the Company's business activities, including refinancing and interest rate risk and the Company's failure to comply with debt covenants; the Company's ability to identify and close on suitable investments; failure to successfully manage growth or integrate acquired properties and operations; the Company's ability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; risks related to development projects or acquired property value-add conversions, if applicable, including construction delays, cost overruns, the Company's inability to obtain necessary permits, and/or public opposition to these activities; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting the Company's properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Company's accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expenses; uninsured losses or losses in excess of the Company's insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Company's tax structuring; failure to qualify for and maintain the Company's REIT qualification; and the Company's ability to protect its intellectual property and the value of its brand. For further information regarding risks and uncertainties associated with the Company's business, and important factors that could cause the Company's actual results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Risk Factors" sections of the Company's documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's quarterly reports on Form 10-Q, and the Company's annual report on Form 10-K, copies of which may be obtained from the Company's website at http://www.cnlhealthcareproperties.com. 6



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