American Realty Capital Healthcare Trust III, Inc.
On July 19, 2017, American Realty Capital Healthcare Trust III, Inc. (ARC HT III) announced an estimated net asset value per share of $17.64. The estimated NAV per share is based upon the $120 million purchase price disclosed in the purchase agreement with Healthcare Trust, Inc. (the Purchase Agreement, and HTI respectively) on June 19, 2017. ARC HT III notes that the $120 million purchase price represents a 7.6% decrease from the original purchase of the assets included in the Purchase Agreement. The Purchase Agreement was unanimously approved by the independent directors of ARC HT III’s board of directors (the Board). HTI and ARC HT III are both non-traded REITs whose respective investment advisors are indirectly owned and controlled by AR Global Investments, LLC. The estimated NAV per share was not determined using appraisals or in consultation with third-party valuation firms. ARC HT III notes that there is no assurance that ARC HT III’s methodology used to establish the estimated NAV per share is acceptable to FINRA for use on customer account statements or will satisfy annual valuation requirements under the Employee Retirement Income Security Act of 1974, and the Internal Revenue Code of 1986. The purchase agreement is subject to the approval of ARC HT III shareholders.
Additionally, on July 18, 2017, the Board determined that ARC HT III will cease paying distributions beginning in August 2017.
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MVP REIT II, Inc.
On July 19, 2017, MVP REIT II, Inc. (MVP II) filed a preliminary proxy statement in which the board of directors (the Board) of MVP II recommends that shareholders approve the merger agreement with MVP REIT, Inc. (MVP REIT), in which MVP REIT will merge with and into a subsidiary of MVP II. MVP REIT shareholders will receive 0.365 shares of MVP II common stock as consideration in exchange for each share of MVP REIT common stock. The preliminary proxy also includes charter amendment proposals for MVP II, which the Board has determined are conducive to a prospective listing of MVP II’s common stock on a national exchange.
Additionally, the merger agreement is subject to approval by MVP REIT shareholders, who also must approve amendments to MVP REIT’s charter to approve the merger agreement. MVP REIT shareholders must vote to eliminate Article XIV of MVP REIT’s charter, which allows shareholders in a roll-up transaction to demand cash consideration in lieu of securities in another entity as merger consideration. If shareholders of MVP REIT or MVP II do not vote to approve the merger agreement MVP REIT will pay MVP REIT II a termination fee of $750,000 to $1.5 million subject to the occurrence of certain conditions.
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Regulation A – Tier II
Chicken Soup for the Soul Entertainment, Inc.
On July 13, 2017, Chicken Soup for the Soul Entertainment, Inc. (CSSE), a Delaware corporation, received a notice of qualification from the SEC on the Company’s offering of Class A common stock. CSSE was formed in 2016 to produce video content opportunities for CSS Productions LLC, its parent company and the owner of the Chicken Soup for the Soul brand. As of March 2017, CSSE had developed the CSS Network, a direct-to-consumer video network and produced multiple television shows including Chicken Soup for the Soul’s Hidden Heroes and Project Dad, a Chicken Soup for the Soul Original. As of December 31, 2016, CSSE had $11.8 million in total assets and two full time employees.
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