Relating to the Offering of our Securities
An investment in our common stock involves a high degree of risk and may be considered speculative. You should carefully consider the information found in “Risk Factors” beginning on page 18 in the prospectus before deciding to invest in shares of our common stock. Risks involved in an investment in us include (among others) the following:
- We are a new company and are subject to all of the business risks and uncertainties associated with any business with approximately one year of operating history, including the risk that we will not achieve our investment objective and that the value of our common stock could decline substantially. You may lose part or all of your investment. In addition, we have not identified specific investments that we will make with the proceeds of this offering. As a result, this may be deemed to be a “blind pool” offering and you will not have the opportunity to evaluate historical data or assess any investments prior to purchasing shares of our common stock.
- You should not expect to be able to sell your shares regardless of how we perform. The board of trustees for Corporate Capital Trust II may, but is not required to, implement a share repurchase program.
- If you are able to sell your shares of common stock, you will likely receive less than your purchase price and the current net asset value per share. Because you will be unable to sell your shares, you will be unable to reduce your exposure on any market downturn.
- We do not intend to list our common stock on any securities exchange during or for what may be a significant time after the offering period, and we do not expect a secondary market in the shares to develop.
- The board of trustees for Corporate Capital Trust II may, but is not required to, implement a share repurchase program. We intend to limit the number of shares of common stock that are eligible for repurchase by us. In addition, any such repurchases will be at a price less than the current offering price in effect on the date that we initiate each repurchase offer.
- You should consider that you may not have access to the money you invest for an indefinite period of time.
- An investment in our shares of common stock is not suitable for you if you need among other things access to the money you invest. See “Share Repurchase Program,” “Suitability Standards” and “Liquidity Strategy.”
- Our distributions may not be based on our investment performance, but may be supported by our Advisors in the form of fee waivers or deferrals and/or operating expense support payments. We may be obligated to repay our Advisors over several years and these repayments will reduce the future distributions that you should otherwise receive from your investment.
- Our portfolio companies may request our assistance in the management of their affairs, however we may not have director or shareholder controls over the business affairs of the companies to which we loan capital. In addition, our investments in portfolio companies will be structured to be held until maturity and may not provide us with favorable terms for short term liquidity of the capital that we invest in them. If we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments, which could have a material adverse effect on our business, financial condition and results of operations.
- We have not established any limit on the extent to which we may use borrowing or offering proceeds to fund distributions to shareholders, which may reduce the amount of capital we ultimately invest in assets, and there can be no assurances that we will be able to sustain distributions at any particular level. Our distributions may exceed our earnings, particularly during the period before we have substantially invested our net offering proceeds, which may result in commensurate reductions in net asset value per share.
- This is a “best efforts” offering and, if we are unable to raise substantial funds, we will be more limited in the number and type of investments we may make. As a result, our ability to diversify our investments could be constrained.
- Our investments may include original issue discount instruments and payment-in-kind interest (“PIK”). To the extent original issue discount and PIK constitutes a portion of our income, we will be exposed to risks associated with such income being required to be included in taxable and accounting income prior to receipt of the cash representing such income. We would generally be required to distribute any such original issue discount and PIK to satisfy the distribution requirement applicable to RICs.
- Our Managing Dealer, CNL Securities, is an affiliate of CNL. As a result, its due diligence review and investigation of us and this prospectus cannot be considered to be an independent review.
Relating to Forward Looking Statements
The information on this website includes "forward looking statements." All statements other than statements of historical facts included on this website regarding the prospects of our industry and our prospectus, plans, financial position and business strategy may constitute forward-looking statements. These statements are based on the beliefs and assumptions of our management and on the information currently available to our management at the time of such statements. Forward looking statements generally can be identified by the words "believes," "expects," "anticipates," "intends," "plans," "estimates" or similar expressions that indicate future events and trends.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct, and our actual results may differ significantly from the results discussed in these forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include those disclosed in our current prospectus in connection with the offering of common stock. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our forward-looking statements are based on information available to us at the time such statements are made. We will not update these statements unless required by law to do so.