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 29, 2019  
Community Healthcare Trust Incorporated
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
Maryland
 
001-37401
 
46-5212033
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067
 
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (615) 771-3052
 
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 ( see General Instruction A.2. below):
 
¨
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   þ
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.   þ


Item 1.01. Entry into a Material Definitive Agreement.
On March 29, 2019, Community Healthcare Trust Incorporated and its subsidiaries (the “Company”), entered into a third amendment (the “Third Amendment”) to its second amended and restated credit agreement (collectively, the “Credit Facility”) with a syndicate of lenders co-led by SunTrust Robinson Humphrey Inc., BB&T and Fifth Third Bank, under which SunTrust Bank serves as administrative agent and BB&T and Fifth Third Bank serves as syndication agent.

The Third Amendment and the Credit Facility are described in further detail in Item 2.03 below.

The summary of the Third Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment that will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2019.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information reported under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The Third Amendment increases the amount available under the Company’s Credit Facility by the addition of a term loan in the aggregate principal amount of $75,000,000 (the “A-3 Term Loan”). The Company drew down the entire $75,000,000 available under the A-3 Term Loan at the closing of the Third Amendment. Amounts repaid or prepaid on the A-3 Term Loan may not be re-borrowed. The A-3 Term Loan will mature on March 29, 2026. The Third Amendment also extended the maturity date of the Revolving Facility (as defined below) from August 2019 to March 2023.

The Credit Facility, as amended by the Third Amendment, now provides for a $150.0 million revolving credit facility (the “Revolving Facility”) in favor of the Company and $175.0 million in term loans with the lenders. The Credit Facility, through an accordion feature, allows borrowings up to a total of $525.0 million, including the ability to add and fund additional term loans.

The Credit Facility includes:

(i) the Revolving Facility, which now matures in March 2023 and includes one 12-month extension option;

(ii) a term loan facility which matures in March 2022, in the aggregate principal amount of $50.0 million (the “A-1 Term Loan”);

(iii) a term loan facility which matures in March 2024, in the aggregate principal amount of $50.0 million (the “A-2 Term Loan”);

(iv) the A-3 Term Loan (and, collectively with the A-1 Term Loan and A-2 Term Loan, the “Term Loans”); and


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(iv) an accordion feature that provides the Company with additional capacity, subject to the satisfaction of customary terms and conditions, including obtaining additional commitments from Lenders, of up to $200.0 million.

Amounts outstanding under the Revolving Facility will bear annual interest at a floating rate equal to (x) LIBOR plus (y) a margin ranging from 1.25% to 1.90% (currently 1.65%) and under the Term Loans will bear annual interest at a floating rate equal to (x) LIBOR plus (y) a margin ranging from 1.25% to 2.30% (currently 1.65% for the A-1 Term Loan, 1.85% for the A-2 Term Loan and 2.05% for the A-3 Term Loan). Payments under the Credit Facility are interest only, with the full amount of the principal due at maturity. The Credit Facility may be prepaid at any time, without penalty.

The Company’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial maintenance covenants. The Credit Facility includes customary events of default, the occurrence of which, subject to certain cure periods, permits the lenders to terminate commitments to lend under the Credit Facility and accelerate payment of all amounts outstanding thereunder.

Item 7.01 Regulation FD Disclosure
On April 1, 2019, the Company issued a press release announcing the closing of the Third Amendment to the Credit Facility. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

This information furnished pursuant to this Item 7.01, including exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Information
On March 29, 2019, the Company entered into interest rate swap agreements that fixed the interest rate on the A-3 Term Loan, resulting in fixed interest rate under the A-3 Term Loan of 4.29% depending upon the Company’s leverage, among other factors. Each of the aforementioned interest rate swaps will match the maturity date of the A-3 Term Loan.

The Company previously entered into interest rate swap agreements on each of the A-1 Term Loan and the A-2 Term Loan equal to each respective term loan balance that fix the rates at 3.85% and 4.18%, respectively, depending upon the Company’s leverage, through the maturity date of each such loan.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number     Description             
99.1          Press release dated April 1, 2019     

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SIGNATURE
 
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.

COMMUNITY HEALTHCARE TRUST INCORPORATED        


By:     /s/ W. Page Barnes                         
Name:    W. Page Barnes                        
Title:    Executive Vice President and Chief Financial Officer    

Date: April 1, 2019


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Exhibit 99.1
News Release
Community Healthcare Trust Increases Credit Facility to $325 million with $75 Million Term Loan and Lowered Borrowing Costs
FRANKLIN, Tenn., April 1, 2019 /PRNewswire/ -- Community Healthcare Trust Incorporated (NYSE: CHCT ) announced it has increased its credit facility to $325 million through a third amendment to its credit facility.
The credit facility, as amended, provides for a $150 million revolving facility and $175 million in term loans. The term loans consist of $50 million maturing in March 2022 and $50 million maturing in March 2024 and $75 million maturing in March 2026. The revolving facility now matures in March 2023, with one 12-month extension option.
Amounts outstanding will bear interest under the revolving facility at LIBOR plus a margin of between 1.25% and 1.90%, and under the term loans at LIBOR plus a margin of between 1.25% and 2.30%, depending on the maturity and the Company’s leverage.
The credit facility has an accordion feature that allows the total borrowing capacity under the credit facility to be increased to $525 million, including the ability to add and fund additional term loans. The accordion and revolving facility extension options are subject to normal terms and conditions for this type of facility.
At closing, the Company drew down the entire $75 million available under the new term loan and used proceeds to completely paydown the revolving facility.
The Company has entered into interest rate swap agreements that fix the interest rates on the 3-year term loan at 3.85%, the 5-year term loan at 4.18% and on the 7-year term loan at 4.29%, depending on the Company’s leverage, through the maturity date of each respective term loan.
SunTrust Robinson Humphrey, Fifth Third Bank and BB&T served as joint lead arrangers and joint book managers, Fifth Third Bank served as syndication agent. SunTrust Bank

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served as administration agent. Other banks in the syndication include, First Tennessee Bank, Pinnacle Bank, Franklin Synergy Bank, CapStar Bank, Synovus Bank and BanCorp South Bank. SunTrust Robinson Humphrey, Fifth Third Bank and First Tennessee Bank were counterparties to the swap agreements.
About Community Healthcare Trust Incorporated
Community Healthcare Trust is a real estate investment trust that focuses on owning income-producing real estate properties associated primarily with the delivery of outpatient healthcare services in its target sub-markets throughout the United States. The Company had investments of approximately $444.9 million in 103 real estate properties as of December 31, 2018, located in 29 states, totaling approximately 2.2 million square feet.
Additional information regarding the Company, including this quarter's operations, can be found at www.chct.reit .  Please contact the Company at 615-771-3052 to request a printed copy of this information.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "believes", "expects", "may", "should", "seeks", "approximately", "intends", "plans", "estimates", "anticipates" or other similar words or expressions, including the negative thereof. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Because forward-looking statements relate to future events, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's control. Thus, the Company’s actual results and financial condition may differ materially from those indicated in such forward-looking statements. Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company's common stock, changes in the Company's business strategy, availability, terms and deployment of capital, the Company's ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, changes in the real estate industry in general, interest rates or the general economy, adverse developments related to the healthcare industry, the degree and nature of the Company's competition, the ability to consummate acquisitions under contract and the other factors described in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, and the Company's other filings with the Securities and Exchange Commission from time to time. Readers are therefore cautioned not to place undue reliance on the forward-looking statements contained herein which speak only as of the date hereof. The Company intends these forward-looking statements to speak only as of the time of this release and the Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
CONTACT: W. Page Barnes, 615-771-3052
SOURCE: Community Healthcare Trust Incorporated

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