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):  October 11, 2016

 

Healthcare Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   000-55201   38-3888962

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 14 th  Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (212) 415-6500

 

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))

 

 

 

 

Item 1.01.           Entry into a Material Definitive Agreement.

 

The information regarding the Consulting Agreement discussed below in Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 5.02.           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Randolph C. Read and Appointment of Leslie D. Michelson

 

On October 11, 2016, Randolph C. Read, resigned from the board of directors (the “Board”) of Healthcare Trust, Inc. (the “Company”) and his position as a member of and non-executive chairman of the Board and as a member of the audit committee of the Board and the nominating and corporate governance committee of the Board, effective as of that same date. Mr. Read did not resign pursuant to any disagreement with the Company. In addition, in connection with his resignation, Mr. Read has advised the Company that he will no longer be responsible for any part of any registration statement filed by the Company pursuant to and consistent with 15 U.S.C.§ 77k(b)(l).

 

Simultaneously with Mr. Read’s resignation, the Board appointed Leslie D. Michelson, currently a member of the Board, to serve as non-executive chairman of the Board, effective as of that same date.

 

Consulting Agreement

 

Following Mr. Read’s resignation, on October 11, 2016, the Company entered into a consulting agreement (the “Consulting Agreement”) with International Capital Markets Group, Inc. (“ICMG”), a company controlled by Mr. Read, pursuant to which ICMG agreed to provide strategic consulting services, through its president, Mr. Read, as requested by the non-executive chairman of the Board at reasonably convenient times for the Company and Mr. Read. For the performance of these services, the Company has agreed to pay ICMG $38,000 on October 21, 2016, $25,000 on November 21, 2016 and $25,000 on December 31, 2016. The Company also has agreed to reimburse ICMG for expenses that have been approved by the non-executive chairman of the Board prior to being incurred by ICMG in performing these services.

 

The foregoing description of the Consulting Agreement is a summary and is qualified in its entirety by the terms of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Vesting of Restricted Shares

 

On October 11, 2016, following approval by the Board, 3,480 unvested restricted shares of common stock owned by Mr. Read became vested simultaneously with his resignation as a member of the Board. If vesting had not been accelerated by the Board, these unvested restricted shares would have been forfeited upon Mr. Read’s voluntary resignation in accordance with the terms of the related restrict share award agreements.

 

Item 8.01.           Other Events.

 

Press Release

 

On October 11, 2016, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

 

 

 

 

Item 9.01.           Financial Statements and Exhibits.

 

Exhibit
No. 		  Description
10.1   Consulting Agreement dated as of October 11, 2016, by and between International Capital Markets Group, Inc. and Healthcare Trust, Inc.
99.1   Press Release dated October 11, 2016

 

 

 

 

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.

 

  HEALTHCARE TRUST, INC.
       
       
Date: October 11, 2016 By: /s/ Katie P. Kurtz  
 

Katie P. Kurtz

Chief Financial Officer, Treasurer and Secretary

 

 

 

 

Exhibit 10.1

 

EXECUTION VERSION

 

CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”) is made and entered into as of this 11 th day of October 2016 by and between International Capital Markets Group, Inc. (“Consultant”) and Healthcare Trust, Inc. (the “Company”).

 

1.        Services .  The Company hereby engages Consultant and Consultant hereby agrees to provide strategic consulting services through its President, Randolph C. Read (“R. Read”), as requested by the non-executive chairman of the Company’s board of directors (the “Chairman”)  at reasonably convenient times for the Company and R. Read (the “Services”) from the date of the execution of this Agreement through December 31, 2016 (the “Term”). 

 

2.        Compensation .  The Company will pay Consultant $38,000 on October 21, 2016, $25,000 on November 21, 2016, and $25,000 on December 31, 2016 for the Services.  The Company will also reimburse Consultant for expenses incurred by Consultant in performing the Services that have been approved by the Chairman prior to being incurred.

 

3.        Independent Contractor .  The Company and the Consultant expressly agree and understand that Consultant is an independent contractor and not an employee, agent, or partner of the Company.  Consultant will not have the power or authority to bind the Company or incur any liability or obligation or act on behalf of the Company.  Consultant will not be treated by the Company as an employee under any applicable local, state or federal anti-discrimination laws, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the Income Tax Withholding Act or any similar local, state, federal or international laws.

 

4.        Confidentiality .  Consultant agrees to keep confidential any Company proprietary or confidential information provided to Consultant as part of the Services consistent with the confidentiality obligations of a director of the Company.

 

5.        Notices . All notices, consents, approvals, waivers or other communications (each, a “Notice”) required or permitted hereunder, except as herein otherwise may be specifically provided, will be in writing and shall be satisfied when: (a) delivered personally or by commercial messenger; (b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage pre-paid and return receipt requested; or (d) sent by facsimile, .pdf or other similar electronic transmission, provided confirmation of receipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided in this Section 5 , in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:

 

If to the Company, to:

 

Leslie Michelson
Non-Executive Chairman of the Board of Directors
Healthcare Trust, Inc.
405 Park Avenue
New York, New York 10022
Fax: (310) 248-4081

 

 

 

 

With a copy to:

 

Healthcare Trust, Inc.
405 Park Avenue, 14 th Floor
New York, New York 10022
Attention: General Counsel
Fax: (646) 861-7743

 

If to the Consultant, to:

 

International Capital Markets Group, Inc.
P.O. Box 400148

Cambridge, MA 02140
Telephone: (702) 541-4035

 

With a copy to:

 

Carla J. Rozycki
Jenner & Block LLP
353 N. Clark Street
Chicago, IL 60654

Telephone: (312) 923-2909

 

Either party hereto may designate a different address by written notice to the other party delivered in accordance with this Section 5 .

 

6.        General .

 

(a)       This Agreement does not create an obligation on the Company to continue to retain Consultant beyond the Term. This Agreement may not be changed unless mutually agreed upon in writing by Consultant and the Company. Any waiver by either party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of any provision hereof. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

 

(b)       Each provision herein will be treated as a separate and independent clause, and the unenforceability of any one clause will in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement will for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions will be construed by the appropriate judicial body by limited or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it will then appear.

 

 

 

 

(c)       The Company will have the right to assign this Agreement to its successors and assigns and this Agreement will inure to the benefit of and be enforceable by its successors or assigns. The Consultant may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company and this Agreement will be binding upon the Consultant’s successors to the extent approved by the Company.

 

(d)       This Agreement and all aspects of the relationship between the parties hereto will be construed and enforced in accordance with and governed by the internal laws of the State of Maryland without regard to its conflict of laws provisions.

 

(e)       This Agreement contains the entire agreement between the parties hereto with respect to the Services contemplated hereby. All other negotiations and agreements (written or oral) between the parties are superseded by this Agreement and there are no representations, warranties, understandings or agreements other than those expressly set forth herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto.

 

(f)       The parties hereto agree to execute and deliver from time to time such further and other assurances, assignments, documents, instruments and agreements and do all matters and things which may be convenient or necessary to more effectively and completely carry out the intent of this Agreement, including, but not limited to, effecting any amendments to any related agreements and granting any consents required under these agreements, in each case as necessary to effect the provisions of this Agreement.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

  COMPANY  
     
  HEALTHCARE TRUST, INC.  
     
     
  By:  /s/ Leslie D. Michelson  
    Name: Leslie D. Michelson
Title: Non-Executive Chairman 		 
       
       
  CONSULTANT  
       
  INTERNATIONAL CAPITAL MARKETS GROUP, INC.  
       
       
  By: /s/ Randolph C. Read  
    Name: Randolph C. Read  
    Title: President  

 

 

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

Healthcare Trust, Inc. Announces Board Changes

 

NEW YORK – October 11, 2016 – Healthcare Trust, Inc. (“HTI” or the “Company”) announced today that Randolph C. Read has stepped down from its Board of Directors and that Leslie D. Michelson was named Non-Executive Chairman of the Board of Directors.

 

Mr. Read commented, “With the conclusion of the strategic review process at Healthcare Trust, this is the ideal time for me to pass the baton at HTI as they focus on building a world class healthcare REIT in the medical office building and seniors housing sectors.”

 

Betty Tuppeny, Chair of HTI’s Nominating & Governance Committee commented, “The stockholders and the Board of HTI have been truly fortunate to have had Randy Read serve as Chairman of the Company this past year and half. He drove the development and completion of a comprehensive strategic review process which focused the Company on its future direction in continuing to build stockholder value. Randy’s skilled leadership will be missed.”

 

Mr. Michelson commented: “I am delighted to be continuing the progress the Company has made under Randy Read as Chairman. The results of the strategic review process will guide us as we strengthen our portfolio and balance sheet and continue to increase shareholder value.”

 

About Healthcare Trust, Inc.

 

Healthcare Trust, Inc. is a publicly registered, non-traded real estate investment trust which seeks to acquire a diversified portfolio of real estate properties, focusing primarily on healthcare-related assets including medical office buildings, seniors housing and other healthcare-related facilities. Additional information about HTI can be found on its website at www.healthcaretrustinc.com. HTI may disseminate important information regarding it and its operations, including financial information, through social media platforms such as Twitter, Facebook and LinkedIn.

 

Forward-Looking Statements

 

The statements in this press release that are not historical facts may be forward-looking statements. These forward looking statements involve substantial risks and uncertainties. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements HTI makes. Forward-looking statements may include, but are not limited to, statements regarding stockholder liquidity and investment value and returns. The words “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “may,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions, or expectations disclosed in these forward looking statements, and you should not place undue reliance on these forward-looking statements. Factors that might cause such differences include, but are not limited to: the impact of current and future regulation; the impact of credit rating changes; the effects of competition; the ability to attract, develop and retain executives and other qualified employees; changes in general economic or market conditions; and other factors, many of which are beyond HTI’s control, including other factors included in HTI’s reports filed with the SEC, particularly in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of HTI’s latest Annual Report on Form 10-K for year ended December 31, 2015, filed with the SEC on March 11, 2016, and HTI’s Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 13, 2016, as such Risk Factors may be updated from time to time in subsequent reports. HTI does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Media Contacts:

 

Tim Cifelli
President
DDCworks
tcifelli@ddcworks.com
(484) 342-3600