UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 20~~December 7, 2017

CNL LIFESTYLE PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-51288

20-0183627

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

450 South Orange ~~Ave.~~Avenue

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On December 7, 2017, CNL Lifestyle Properties, Inc. (“we” or the “Company”) entered into an Assignment and Assumption Agreement (the “Agreement”) with our advisor, CNL Lifestyle Advisor Corporation (the “Advisor”), pursuant to which we transferred certain remaining assets and liabilities to the Advisor and the Advisor agreed to perform certain administrative and related matters in connection with the winding-up of the Company in exchange for an aggregate payment to the Advisor of approximately $1.77 million.

Among the assets transferred to the Advisor were membership interests in certain of our subsidiaries. Those entities retain certain contingent liabilities and will be wound down by the Advisor and certain receivables which will be collected by the Advisor following the dissolution of the Company as described under Other Events below.

Item 8.01

Other Events.

~~Determination~~Final ofLiquidating ~~Estimated~~Cash ~~Net~~Distribution ~~Asset~~and ~~Value~~Dissolution ~~Per Share as~~ of ~~April~~the ~~20,~~Company ~~2017~~

AsOn ~~previously~~December 7, ~~reported in CNL Lifestyle Properties~~2017, ~~Inc.’s~~our ~~(the~~board ~~“Company”)~~of ~~Current~~directors ~~Report~~declared ona ~~Form~~final ~~8-K/A filed~~cash ~~with~~distribution ~~the~~of ~~SEC on April 12~~$52, ~~2017~~988,214, ~~the~~which ~~board~~is ofapproximately ~~directors~~$0.16 ofper ~~the~~share ~~Company~~ (the “~~Board~~Final Distribution”) ~~authorized an interim distribution~~ to the ~~stockholders~~holders of record of ~~the~~our ~~Company~~common stock as of ~~March 31,~~the ~~2017~~close of business on December 8,~~851~~ 2017,~~264~~ ~~common~~payable ~~shares~~on ~~(the “EPR~~or ~~Shares”)~~around ofDecember 15, ~~beneficial~~2017. ~~interest~~The ofFinal ~~EPR~~Distribution ~~Properties,~~will abe ~~Maryland~~the ~~real~~last ~~estate~~distribution ~~investment~~made ~~trust~~pursuant ~~(“EPR”),~~to ~~received by~~ the ~~Company~~plan asof dissolution ~~partial~~that ~~consideration~~was inapproved ~~connection~~by ~~with~~our ~~the~~stockholders ~~consummation~~in onMarch ~~April 6,~~ 2017 of (the ~~Purchase and~~“Plan”). ~~Sale~~The ~~Agreement~~Final ~~dated~~Distribution as of ~~November 2,~~approximately ~~2016~~$0.16 byper ~~and~~share ~~among~~is ~~the~~higher ~~Company,~~than ~~EPR~~our ~~Properties~~previously ~~and~~announced ~~Ski~~estimated ~~Resort~~net ~~Holdings~~asset ~~LLC,~~value aof ~~Delaware~~our ~~limited~~common ~~liability~~stock ~~company~~as ~~owned by funds affiliated with Och-Ziff Real~~of ~~Estate~~April 20, ~~for~~2017 ~~the sale~~ of ~~all~~$0.10 ofper ~~the Company’s remaining properties (the “Sale Agreement”)~~share. ~~The~~After ~~EPR~~giving ~~Shares~~effect ~~were~~to ~~distributed~~the toFinal ~~Company~~Distribution, stockholders ~~based~~will onhave areceived ~~ratio~~aggregate ofliquidating ~~2.7219~~distributions ~~shares~~ of ~~EPR~~approximately ~~common stock for each 100 shares of Company common stock~~$2.33 Atper ~~the same time~~share, ~~the~~which ~~Board~~is ~~declared~~higher athan ~~cash distribution in~~ the ~~amount~~estimate of $02.10- $2.25 per share of the Company’s common stock, ~~(the~~in cash ~~distribution~~and EPR stock, ~~together~~provided ~~with~~in the ~~distribution~~joint proxy statement/prospectus filed pursuant to Section 14(a) of the ~~EPR~~Securities ~~Shares~~Exchange ~~collectively~~Act of 1934, as amended (the “~~Interim Distribution~~Exchange Act”). ~~The~~on ~~Interim~~January 26, ~~Distribution~~2017 ~~was~~seeking ~~made~~stockholder onapproval orof ~~around~~the ~~April 20,~~Plan ~~2017~~(the “Joint Proxy Statement).”

~~The~~Attached ~~Company~~to ~~prepares~~this ~~and~~Current ~~announces~~Report anon ~~estimated~~Form ~~net~~8-K ~~asset~~as ~~value (“NAV”)~~Exhibit ~~per~~99.1 ~~share~~is ofa ~~its~~performance ~~common~~chart ~~stock~~providing ~~and~~additional ~~provides~~details regarding ~~such~~total ~~information~~returns toreceived ~~its~~by stockholders ~~and~~on ~~to members of the Financial Industry Regulatory Authority (“FINRA”) and~~ their ~~associated~~investment ~~persons who participated~~ in the Company’s ~~public~~ ~~offerings~~common ~~to assist them in meeting their customer account statement reporting obligations under National Association of Securities Dealers Conduct Rule 2340~~stock. The Company’s prior estimated NAV determination was $2.10 per share as of November 30, 2016, which determination took into account the entry by the Company into the Sale Agreement for aggregate consideration of $830 million.

ToThe ~~assist~~Final ~~the~~Distribution ~~Board~~will ~~and~~be ~~the~~reflected ~~Company’s~~in ~~valuation committee, which is comprised solely of the Company~~each stockholder’s ~~independent~~Form ~~directors~~1099 ~~(the~~for ~~“Valuation Committee”), in establishing a new estimated NAV per share of~~ the ~~Company’s~~year ~~common~~ending ~~stock as of April~~December 2031, 2017. ~~(the~~Stockholders ~~“Valuation~~are ~~Date”),~~advised ~~CNL~~to ~~Lifestyle~~consult ~~Advisor~~their ~~Corporation,~~tax ~~the~~advisors ~~Company’s~~regarding ~~advisor (~~the ~~“Advisor”), prepared~~tax anconsequences ~~analysis~~of (the ~~“Valuation~~Final ~~Analysis”)~~Distribution ~~for~~in ~~the~~light ~~Valuation Committee based on the Company’s net assets and liabilities as~~ of ~~the~~his ~~Valuation~~or ~~Date~~her ~~after~~particular ~~subtracting~~investment ~~the~~or ~~value of the Interim Distribution~~tax circumstances.

The ~~Valuation~~Company ~~Committee~~anticipates ~~and~~that ~~the~~promptly ~~Board~~following ~~reviewed~~ the ~~Valuation~~Final ~~Analysis and considered the material assumptions relating thereto. Upon due consideration~~Distribution, ~~on April~~effective December 2031, 2017, ~~the~~it ~~Valuation~~will ~~Committee~~file ~~recommended~~its toArticles ~~the~~of Dissolution ~~Board~~with anthe ~~estimated~~State ~~NAV~~Department as of ~~April 20,~~Assessments ~~2016~~and Taxation of ~~$0.10~~the ~~per~~State ~~share~~ of ~~Company common stock. Thereafter~~Maryland, atupon awhich ~~special~~the ~~meeting~~Company ofwill ~~the~~be ~~Board,~~legally ~~which~~dissolved ~~was~~and ~~also~~all ~~held~~shares onof ~~April 20, 2017,~~ the ~~Board~~Company’s ~~accepted~~outstanding ~~the~~common ~~recommendation~~stock ofwill ~~the~~be ~~Valuation~~cancelled ~~Committee~~ and ~~unanimously~~no ~~approved~~longer ~~$0.10~~deemed asto ~~the~~be outstanding ~~estimated~~and ~~NAV~~all ~~per~~rights ~~share~~ of the ~~Company’s~~holders ~~common~~thereof ~~stock~~as ~~based~~stockholders onshall acease ~~share~~and ~~count~~terminate. ofWe ~~325,182,969~~will ~~shares~~also ~~issued~~file ~~and~~appropriate ~~outstanding~~notification asto ~~of April 20,~~terminate ~~2017~~our (obligations under the ~~“Revised~~U.S. ~~NAV”)~~securities laws.

~~The~~On ~~following~~December 11, ~~table~~2017, ~~summarizes~~ the ~~material~~Company ~~components~~sent ofto ~~the~~stockholders ~~Company’s~~a ~~Revised~~letter ~~NAV.~~regarding ~~Adjustments were~~the ~~made~~Final toDistribution ~~reflect~~and ~~estimated~~dissolution ~~liquidation~~of ~~costs,~~the ~~holdbacks~~Company. ~~and~~A ~~reserves~~copy ~~based~~of on the ~~Company’s~~letter ~~liquidation~~is included ~~and~~herewith ~~dissolution~~as ~~prior~~Exhibit to99.2 ~~the~~and ~~end~~incorporated ofby ~~2017~~reference herein.

~~Table~~Item of9.01 ~~Value~~Financial ~~Estimates~~Statements ~~for~~and ~~Components of Net Asset Value~~ Exhibits

	Value ($000’s)4/20/17			PerShare
ExhibitNo.	Description
Cash	$	66,517		$	0.20
99.1	Performance Chart
Other Assets		5,798			0.02
99.2	Letter to Stockholders dated December 11, 2017 announcing Final Distribution
Accounts Payable and Other Liabilities		(39,946	)		(0.12	)
Net Asset Value	$	32,369		$	0.10

~~The~~Cautionary ~~Revised~~Note ~~NAV~~Regarding deviates from the Company’s valuation policy which requires valuation as of December 31 each year and from the recommendations and methodologies of the Investment Program Association, a trade association for nonForward-~~listed~~Looking ~~direct~~Statements ~~investment vehicles (“IPA”), as set forth in IPA Practice Guideline 2013-01 “Valuations of Publicly Registered Non-Listed REITs”.~~

~~The~~Statements ~~value~~in ofthis ~~the~~Current ~~EPR~~Report ~~Shares was approximately $672.7 million or $2.07 per share of Company common stock when calculated based~~ on ~~the~~Form ~~average~~8-K ~~trading price of EPR common shares using the high and low trading price on the Valuation Date. The Company cautions~~ that ~~the~~are ~~trading~~not ~~price~~statements of ~~the~~historical ~~EPR~~or ~~Shares~~fact, ~~will~~including ~~continue~~statements ~~to change after the Interim Distribution. The~~about ~~Revised NAV plus~~ the ~~Interim~~purported ~~Distribution~~value ~~meets or exceeds the aggregate liquidation range estimated between $2.10 and $2.25 per share~~ of the Company’s common stock, inmay ~~cash~~constitute ~~and~~“forward-looking ~~EPR~~statements” ~~Stock,~~within ~~as included in~~ the ~~Company’s joint proxy statement/prospectus filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 on January 26, 2017.~~

~~Caution~~2 ~~Concerning Forward-Looking Statements~~

~~Statements in this Current Report on Form 8-K that are not statements of historical~~ ~~or fact, including statements about the purported value of the Company’s common stock, 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, ~~including statements regarding the Valuation Report,~~ be subject to the safe harbors 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, statements of future economic performance, 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 inability 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.

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 SEC, 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.cnllifestylereit.com.

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to, and expressly disclaims any obligation to, update or revise its forward-looking statements to reflect new information, changed assumptions, the occurrence of subsequent events, or changes to future operating results over time, unless otherwise required by law.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Performance Chart

99.2		Letter to Stockholders dated December 11, 2017 announcing the Final Distribution

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CNL LIFESTYLE PROPERTIES, INC. a Maryland corporation

Date: December 11, 2017

CNL LIFESTYLE PROPERTIES, INC. a Maryland corporation

Dated: April 21, 2017

/s/ Tammy J. Tipton

/s/ Tammy J. Tipton

Tammy J. Tipton, Chief Financial Officer and Treasurer

Tammy J. Tipton Chief Financial Officer

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