0001561032
false
0001561032
2019-08-19
2019-08-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 20, 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, 3rd 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))
|
Securities registered pursuant to Section 12(b) of the Act:
None.
|
Title of each class:
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered:
|
|
N/A
|
|
N/A
|
|
N/A
|
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. ¨
Amendment to
Share Repurchase Program
On August 20, 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 January 1, 2019 up to and including June 30, 2019 to no later
than October 31, 2019, rather than on or before August 31, 2019. This SRP amendment will become effective on August 22, 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 January 1, 2019 up to and including June 30, 2019 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.
|
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: August 21, 2019
|
By:
|
/s/ Katie P. Kurtz
|
|
|
|
Katie P. Kurtz
Chief Financial Officer, Secretary and Treasurer
|
Exhibit 99.1
Fourth Amendment to Second Amended and
Restated Share Repurchase Program
This fourth amendment
(this “Amendment”) 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, March 28, 2019 and
July 24, 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, (ii) solely with respect to the Fiscal Semi-Annual Period set forth in the foregoing clause (i), the Company
will pay repurchase proceeds (if any), less any applicable tax or other withholding required by law, on or before April 30, 2019,
and (iii) solely with respect to the “Fiscal Semi-Annual Period” commencing January 1, 2019 up to and including June 30,
2019, the Company will pay repurchase proceeds (if any), less any applicable tax or other withholding required by law, on or before
October 31, 2019.
Exhibit 99.2
c/o DST Systems, Inc., PO Box 219865
Kansas City, MO 64121-9865
August 21, 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.
Please note that on August 21, 2019, HTI
announced that its board amended its SRP to provide that repurchase requests received during the period commencing on January
1, 2019 and ending on June 30, 2019 will now be accepted or rejected, and, if accepted, proceeds distributed, no later than October
31, 2019 (the “Fourth SRP Amendment”).
No other terms of the SRP were changed
as a result of the Fourth SRP Amendment.
A copy of the Fourth SRP Amendment, which
was filed on August 21, 2019 as an exhibit to HTI’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(“SEC”) can be found at HTI’s website www.healthcaretrustinc.com under “SEC Filings” and
the website maintained by the SEC at www.SEC.gov.
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