CNL Healthcare Properties, Inc.

Primrose Retirement Community of Casper Casper, WY · Triple-net Lease · 2/16/2012 · — · 19.0

Sweetwater Retirement Community Billings, MT · Triple-net Lease · 2/16/2012 · — · 16.3

Primrose Retirement Community of Grand Island Grand Island, NE · Triple-net Lease · 2/16/2012 · — · 13.4

Primrose Retirement Community of Mansfield Mansfield, OH · Triple-net Lease · 2/16/2012 · — · 18.3

Primrose Retirement Community of Marion Marion, OH · Triple-net Lease · 2/16/2012 · — · 17.9

Primrose Retirement Community of Lima Lima, OH · Triple-net Lease · 12/19/2012 · — · 18.6

Primrose Retirement Community of Zanesville Zanesville, OH (“Columbus”) · Triple-net Lease · 12/19/2012 · — · 19.1

Primrose Retirement Community of Decatur Decatur, IL · Triple-net Lease · 12/19/2012 · — · 18.2

Primrose Retirement Community of Council Bluffs Council Bluffs, IA (“Omaha”) · Triple-net Lease · 12/19/2012 · — · 12.9

Primrose Retirement Community Cottages Aberdeen, SD · Triple-net Lease · 12/19/2012 · — · 4.3

Primrose Retirement Community of Anderson Anderson, IN (“Muncie”) · Triple-net Lease · 5/29/2015 · — · 21.1

Primrose Retirement Community of Lancaster Lancaster, OH (“Columbus”) · Triple-net Lease · 5/29/2015 · — · 25.7

Primrose Retirement Community of Wausau Wausau, WI (“Green Bay”) · Triple-net Lease · 5/29/2015 · — · 20.3

Wellmore of Tega Cay Tega Cay, SC (“Charlotte”) · Triple-net Lease · 2/7/2014 · — · 32.2

Wellmore of LexingtonLexington, SC (“Columbia”) · Triple-net Lease · 9/14/2015 · — · 53.7

Senior Housing (Managed)

Brookridge Heights Assisted Living & Memory CareMarquette, MI · Managed · 12/21/2012 · — · 18.5

Curry House Assisted Living & Memory CareCadillac, MI · Managed · 12/21/2012 · — · 13.5

Symphony ManorBaltimore, MD · Managed · 12/21/2012 · — · 24.0

Woodholme Gardens Assisted Living & Memory CarePikesville, MD (“Baltimore”) · Managed · 12/21/2012 · — · 17.1

Tranquillity at FredericktowneFrederick, MD · Managed · 12/21/2012 · — · 23.3

HarborChase of Villages Crossing Lady Lake, FL (“The Villages”) · Managed · 8/29/2012 · — · 19.7

HarborChase of JasperJasper, AL · Managed · 8/1/2013 · — · 7.3

HarborChase of PlainfieldPlainfield, IL · Managed · 3/28/2014 · — · 26.5

Senior Housing (Managed) - continued

HarborChase of Shorewood Shorewood, WI (“Milwaukee”) · Managed · 7/8/2014 · — · 23.8

Raider RanchLubbock, TX · Managed · 8/29/2013 · — · 72.0

Town VillageOklahoma City, OK · Managed · 8/29/2013 · — · 23.7

MorningStar of BillingsBillings, MT · Managed · 12/2/2013 · — · 48.3

MorningStar of BoiseBoise, ID · Managed · 12/2/2013 · — · 40.0

MorningStar of Idaho FallsIdaho Falls, ID · Managed · 12/2/2013 · — · 44.4

MorningStar of SparksSparks, NV (“Reno”) · Managed · 12/2/2013 · — · 55.2

Prestige Senior Living Arbor PlaceMedford, OR · Managed · 12/2/2013 · — · 15.8

Prestige Senior Living Beaverton HillsBeaverton, OR (“Portland”) · Managed · 12/2/2013 · — · 12.9

Prestige Senior Living Five RiversTillamook, OR · Managed · 12/2/2013 · — · 16.7

Prestige Senior Living High DesertBend, OR · Managed · 12/2/2013 · — · 13.6

Prestige Senior Living Huntington TerraceGresham, OR (“Portland”) · Managed · 12/2/2013 · — · 15.0

Prestige Senior Living Orchard HeightsSalem, OR · Managed · 12/2/2013 · — · 17.8

Prestige Senior Living RiverwoodTualatin, OR (“Portland”) · Managed · 12/2/2013 · — · 9.7

Prestige Senior Living Southern HillsSalem, OR · Managed · 12/2/2013 · — · 12.9

Prestige Senior Living Auburn MeadowsAuburn, WA (“Seattle”) · Managed · 2/3/2014 · — · 21.9

Prestige Senior Living BridgewoodVancouver, WA (“Portland”) · Managed · 2/3/2014 · — · 22.1

Prestige Senior Living Monticello ParkLongview, WA · Managed · 2/3/2014 · — · 27.4

Prestige Senior Living RosemontYelm, WA · Managed · 2/3/2014 · — · 16.9

Prestige Senior Living West HillsCorvallis, OR · Managed · 3/3/2014 · — · 15.0

Isle at Cedar RidgeCedar Park, TX (“Austin”) · Managed · 2/28/2014 · — · 22.0

Legacy Ranch Alzheimer's Special Care CenterMidland, TX · Managed · 3/28/2014 · — · 12.0

The Springs Alzheimer's Special Care CenterSan Angelo, TX · Managed · 3/28/2014 · — · 10.9

Isle at Watercrest - BryanBryan, TX · Managed · 4/21/2014 · — · 50.4

Isle at Watercrest - MansfieldMansfield, TX (“Dallas/Fort Worth”) · Managed · 5/5/2014 · — · 31.3

Watercrest at Mansfield Mansfield, TX (“Dallas/Fort Worth”) · Managed · 6/30/2014 · — · 49.0

Senior Housing (Managed) - continued

Watercrest at Katy(1)Lubbock, TX · Managed · 6/27/2014 · — · 38.7

Fairfield Village of LaytonLayton, UT (“Salt Lake City”) · Managed · 11/20/2014 · — · 68.0

Superior Residences of Panama CityPanama City Beach, FL · Managed · 7/15/2015 · — · 20.0

Parc at DuluthDuluth, GA (“Atlanta”) · Managed · 7/31/2015 · — · 52.8

Parc at PiedmontMarietta, GA (“Atlanta”) · Managed · 7/31/2015 · — · 50.8

The Pavilion at Great HillsAustin, TX · Managed · 7/31/2015 · — · 35.0

The Hampton at Meadows PlaceMeadows Place, TX (“Houston”) · Managed · 7/31/2015 · — · 28.4

The Beacon at Gulf BreezeGulf Breeze, FL (“Pensacola”) · Managed · 7/31/2015 · — · 28.0

Waterstone on AugustaGreenville, SC · Managed · 8/31/2015 · — · 26.8

Palmilla Senior LivingAlbuquerque, NM · Managed · 9/30/2015 · — · 47.6

Cedar Lake Assisted Living and Memory CareLake Zurich, IL (“Chicago”) · Managed · 9/30/2015 · — · 30.0

The Shores of Lake PhalenMaplewood, MN (“St. Paul”) · Managed · 11/10/2015 · — · 29.2

The Dogwood Forest of GraysonGrayson, GA · Managed · 11/24/2015 · — · 25.7

Park Place Senior Living at WingHavenO'Fallon, MO (“St Louis”) · Managed · 12/17/2015 · — · 54.0

Hearthside Senior Living of ColliervilleCollierville, TN (“Memphis”) · Managed · 12/29/2015 · — · 17.0

• Epidemics, pandemics, or other infectious diseases and health and safety measures intended to reduce their spread may have an adverse effect on the Company’s business, results of operations and financial condition.
• Discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.
• Risks Related to Conflicts of Interest and the Company’s Relationships with Its Advisor and Its Affiliates
• The Advisor and its affiliates, including all of the Company’s executive officers and affiliated directors, face conflicts of interest as a result of their compensation arrangements with the Company, which could result in actions that are not in the best interest of the Company’s stockholders.
• None of the agreements with the Advisor or any other affiliates were negotiated at arm’s length.
• If the Company internalizes the Company’s management functions, an interest in the Company could be diluted, the Company could incur other significant costs associated with being self-managed, and the Company may not be able to retain or replace key personnel and may have increased exposure to litigation.
• The Company is not in privity of contract with service providers that may be engaged by the Advisor to perform advisory services and they may be insulated from liabilities to the Company, and the Advisor has minimal assets with which to remedy any liabilities to the Company.
• Financing Related Risks
• The Company’s agreements with lenders include provisions which may restrict the Company’s ability to pay distributions to investors.
• Mortgage indebtedness and other borrowings will increase the Company’s business risks.
• The Company uses credit facilities to finance the Company’s investments, which may require the Company to provide additional collateral and significantly impact its liquidity position.
• Increases in interest rates could increase the amount of our loan payments and may adversely affect the Company’s ability to make distributions.
• Financing arrangements involving balloon payment obligations may adversely affect the Company’s ability to make distributions.
• The Company may acquire various financial instruments for purposes of “hedging” or reducing the Company’s risks which may be costly and/or ineffective and will reduce the Company’s cash available for distribution to its stockholders.
• The Company’s failure or the failure of the tenants and managers of the Company’s properties to comply with licensing and certification requirements, the requirements of governmental programs, fraud and abuse regulations or new legislative developments may materially adversely affect the operations of the Company’s seniors housing properties.
• Termination of resident lease agreements could adversely affect the Company’s revenues and earnings for seniors housing properties providing assisted living services.
• Legislation and government regulation may adversely affect the operations of the Company’s properties.
• Tax Related Risks
• Failure to qualify as a REIT would adversely affect the Company’s operations and the Company’s ability to pay distributions to investors.
• The Company’s leases may be re-characterized as financings which would eliminate depreciation deductions with respect to the Company’s properties.
• The Company may have to borrow funds or sell assets to meet the Company’s distribution requirements.
• Even as a REIT, the Company remains subject to various taxes which would reduce operating cash flow if and to the extent certain liabilities are incurred.
• The Company’s investment strategy may cause the Company to incur penalty taxes, fail to maintain the Company’s REIT status or own and sell properties through TRSs, each of which would diminish the return to the Company’s stockholders.
• The Company’s TRS structure subjects the Company to the risk that the leases with the Company’s TRSs do not qualify for tax purposes as arm’s-length, which would expose the Company to potentially significant tax penalties.
• If the Company’s operating partnership fails to maintain its status as either a disregarded entity or an entity taxable as a partnership for federal income tax purposes, the operating partnership’s income may be subject to taxation, which would reduce the cash available to the Company for distribution to its stockholders.
• The lease of qualified health care properties to a TRS is subject to special requirements.
• If the Company’s assets are deemed “plan assets” for the purposes of the Employee Retirement Income Security Act (“ERISA”), the Company could be subject to excise taxes on certain prohibited transactions.
• Risks Related to the Company’s Organizational Structure
• The limit on the percentage of shares of the Company’s stock that any person may own may discourage a takeover or business combination that may benefit the Company’s stockholders.
• The Company’s board of directors can take many actions without stockholder approval which could have a material adverse effect on the distributions investors receive from the Company and/or could reduce the value of the Company’s assets.
• The Company’s use of an operating partnership structure may result in potential conflicts of interest with limited partners other than the Company, if any, whose interests may not be aligned with those of the Company’s stockholders.