1. Organization CNL Healthcare Properties, Inc. (Company) is a Maryland corporation that incorporated on June 8, 2010 and elected to be taxed as a real estate investment trust (REIT) for United States (U.S.) federal income tax purposes beginning with the year ended December 31, 2012. The Companys intention is to be organized and operate in a manner that allows it to remain qualified as a REIT for U.S. federal income tax purposes. The Company conducts substantially all of its operations either directly or indirectly through: (1) an operating partnership, CHP Partners, LP (Operating Partnership), in which the Company is the sole limited partner and its wholly-owned subsidiary, CHP GP, LLC, is the sole general partner; (2) a wholly-owned taxable REIT subsidiary (TRS), CHP TRS Holding, Inc.; (3) property owner and lender subsidiaries, which are single purpose entities; and (4) investments in joint ventures. The Company is externally managed and advised by CNL Healthcare Corp. (Advisor), which is an affiliate of CNL Financial Group, LLC (Sponsor). The Sponsor is an affiliate of CNL Financial Group, Inc. (CNL). The Advisor is responsible for managing the Companys day-to-day operations, serving as a consultant in connection with policy decisions to be made by the board of directors, and for identifying, recommending and executing on possible strategic alternatives and dispositions on the Companys behalf pursuant to an advisory agreement among the Company, the Operating Partnership and the Advisor. Substantially all of the Companys operating, administrative and certain property management services are, provided by affiliates of the Advisor. In addition, certain property management services are provided by third-party property managers. On September 30, 2015, the Company completed its public offerings (Offerings) having received aggregate subscription proceeds of approximately $1.7 billion. In October 2015, the Company deregistered the unsold shares of its common stock under its previous registration statement on Form S-11, except for 20 million shares that it registered on Form S-3 under the Securities Exchange Act of 1933 with the Securities and Exchange Commission (SEC) for the sale of additional shares of common stock through its distribution reinvestment plan (Reinvestment Plan). Effective July 11, 2018, the Company suspended both its Reinvestment Plan and its stock redemption plan (Redemption Plan). In 2017, the Company began evaluating possible strategic alternatives to provide liquidity to the Companys stockholders. In April 2018, the Companys board of directors formed a special committee consisting solely of its independent directors (Special Committee) to consider possible strategic alternatives, including, but not limited to (i) the listing of the Companys or one of its subsidiaries common stock on a national securities exchange, (ii) an orderly disposition of the Companys assets or one or more of the Companys asset classes and the distribution of the net sale proceeds thereof to the stockholders of the Company and (iii) a potential business combination or other transaction with a third party or parties that provides the stockholders of the Company with cash and/or securities of a publicly traded company (collectively, among other options, Possible Strategic Alternatives). During 2018, the Special Committee engaged HFF Securities L.P. (through June 2019) and KeyBanc Capital Markets Inc. to act as financial advisors to the aforementioned Special Committee. As of December 2018, as part of executing on Possible Strategic Alternatives, the Company had committed to a plan to sell a total of 70 properties including the sale of 63 properties consisting of 53 medical office buildings (MOBs), five post-acute care facilities and five acute care hospitals across the US (collectively, the MOB/Healthcare Portfolio), a skilled nursing facility in Colorado (Welbrook Senior Living Grand Junction) and six skilled nursing facilities in Arkansas (the Perennial Communities). During the year ended December 31, 2019, the Company sold 61 of the properties and during the three months ended March 31, 2020, the Company sold seven additional properties. As of March 31, 2020, the Company had two remaining acute care properties classified as held for sale. 1. Organization (continued) As of March 31, 2020, , the Companys healthcare investment portfolio was geographically diversified with properties in 27 states and consisted of interests in 74 properties, including 71 senior housing communities, one vacant land parcel and two acute care hospitals classified as held for sale. The Company has primarily leased its seniors housing properties to wholly-owned TRS entities and engaged independent third-party managers under management agreements to operate the properties under the REIT Investment Diversification and Empowerment Act of 2007 (RIDEA) structures; however, the Company has also leased its properties to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost increases, for real estate taxes, utilities, insurance and ordinary repairs). In addition, although most of the Companys investments are wholly owned, it invested in three properties through partnerships with other entities where it is believed to be appropriate and beneficial.