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):  March 26, 2019

 

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, 3 rd 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))

 

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 8.01 Other Events.

 

Amendment to Share Repurchase Program

 

On March 26, 2019, the board of directors (the “Board”) of Healthcare Trust, Inc. (the “Company”) approved an amendment to the Company’s existing share repurchase program (the “SRP”) changing the date on which repurchases are to be made in respect of requests made during the period commencing March 13, 2018 up to and including December 31, 2018 to no later than April 30, 2019, rather than on or before March 31, 2019. This SRP amendment will become effective on March 28, 2019.

 

All other terms of the SRP remain in effect, including that repurchases pursuant to the SRP are at the sole discretion of the Board. The foregoing summary of the SRP amendment is qualified by the text of the SRP amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the notice with respect to the SRP amendment provided to each stockholder who participated in the SRP during the period commencing March 13, 2018 up to and including December 31, 2018 is attached hereto as Exhibit 99.2.

 

Forward Looking Statements

 

The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 14, 2019 and all other filings with the Securities and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.  

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit No.   Description
99.1   Second Amendment to Second Amended and Restated Share Repurchase Program
99.2   Letter to SRP Participants

 

 

 

 

 

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: March 27, 2019 By:  /s/ Katie P. Kurtz
 

Katie P. Kurtz

Chief Financial Officer, Secretary and Treasurer

 

 

 

 

  

 

Exhibit 99.1

 

 

Second Amendment to Second Amended and Restated Share Repurchase Program

 

This second amendment (this “Amendment”) further amends the Second Amended and Restated Share Repurchase Program of Healthcare Trust, Inc. (the “Company”) adopted effective as of July 14, 2017 (as previously amended as of January 30, 2019, the “SRP”). Except as amended by this Amendment, the terms of the SRP will continue to apply.

 

1. Section 1.e. of the SRP is replaced in its entirety with the following:

 

Subject to Section 2 and Section 3 , the Company will pay repurchase proceeds, less any applicable tax or other withholding required by law, on or before the 31st day following the end of each six-month period commencing on January 1 and July 1 of each fiscal year (each such period, a “Fiscal Semi-Annual Period”) during which the repurchase request was made; provided , however , that (i) the period commencing March 13, 2018 up to and including December 31, 2018 is a “Fiscal Semi-Annual Period” referred to herein, and (ii) solely with respect to this Fiscal Semi-Annual Period, the Company will pay repurchase proceeds (if any), less any applicable tax or other withholding required by law, on or before April 30, 2019.

 

 

 

 

 

 

Exhibit 99.2

 

 

 

c/o DST Systems, Inc., PO Box 219865

Kansas City, MO 64121-9865

 

 

 

March 27, 2019

 

 

Shareholder Name

Address

City State, ZIP

 

 

Dear Shareholder,

 

As previously communicated, DST Systems, Inc., the transfer agent for Healthcare Trust, Inc. (“HTI”), has received your request to repurchase shares pursuant to HTI’s share repurchase program (“SRP”) and no further action is required of you.

 

As a follow-up to our January 29, 2019 letter, please note that on March 27, 2019, HTI announced that its board amended its SRP to provide that repurchase requests received during the period commencing on March 13, 2018 and ending on December 31, 2018 will now be accepted or rejected, and, if accepted, proceeds distributed, no later than April 30, 2019 (the “Second SRP Amendment”).

 

No other terms of the SRP were changed as a result of the Second SRP Amendment.

 

A copy of the Second SRP Amendment, which was filed on March 27, 2019 as an exhibit to HTI’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) is enclosed for your reference.

 

Your shares will continue to accrue distributions at the rate determined by the board for all common shares until the date your shares are repurchased. Until that time, distributions will continue to be paid on a monthly basis pursuant to the directions you have provided previously.

 

Please feel free to contact us at 866-902-0063 Monday through Friday between 8:30 a.m. and 5:30 p.m. Eastern with any questions regarding your investment.

 

 

Sincerely,

 

Curtis Parker

Senior Vice President

AR Global

Client Relations

 

cc: Rep, BD