Item 1.01. Entry into a Material Definitive
Agreement.
Underwriting
Agreement
On
October 1, 2021, Healthcare Trust, Inc. (the “Company”) and Healthcare Trust Operating Partnership, L.P. (the
“Operating Partnership”), the Company’s operating partnership, entered into an underwriting agreement (the “Underwriting
Agreement”) with B. Riley Securities, Inc., as representative of the underwriters listed on Schedule I thereto (collectively, the
“Underwriters”) pursuant to which the Company agreed to issue and sell 3,200,000 shares of the Company’s 7.125% Series
B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series
B Preferred Stock”), in an underwritten public offering at a price per share of $25.00. Pursuant to the Underwriting Agreement,
the Company also granted the Underwriters a 30-day option to purchase up to an additional 480,000 shares of Series B Preferred Stock.
In
the Underwriting Agreement, the Company and the Operating Partnership made certain customary representations, warranties and
covenants and agreed to indemnify the Underwriters against certain liabilities. The offering is scheduled to close on October 6,
2021. The Company expects to receive net proceeds from the offering, after deducting the underwriting discount but not other
estimated offering expenses payable by the Company (including a structuring fee), of approximately $77.5 million. The Company will
contribute these net proceeds to the Operating Partnership in exchange for a new class of 7.125% Series B Cumulative Redeemable
Perpetual Preferred Units in the Operating Partnership (the “Series B Preferred Units”), which have economic interests
that are substantially similar to the designations, preferences and other rights of Series B Preferred Stock. The Company, acting
through the Operating Partnership, will use the net proceeds from this contribution to repay amounts outstanding under the revolving
credit facility as required by the credit facility, and, if all amounts outstanding under the revolving credit facility are so
repaid, the Company, acting through the Operating Partnership, will use any remaining amounts for general corporate purposes,
including purchases of additional properties. Subject to the terms and conditions set forth in the revolving credit facility, we may
then draw on the revolving credit facility to borrow any amounts so repaid for general corporate purposes, including purchases of
additional properties.
The
offering is being conducted pursuant to the Company’s prospectus dated October 1, 2021, in the form filed with the Securities and
Exchange Commission (the “SEC”) on October 4, 2021 (the “Prospectus”), pursuant to Rule 424(b) under the Securities
Act of 1933, as amended (the “Securities Act”), which forms part of the Company’s
Registration Statement on Form S-11 (File No. 333-259494), which was declared effective on October 1, 2021, and the Company’s Registration
Statement on Form S-11 (File No. 333-259995), which became effective upon filing on October 1, 2021 pursuant to Rule 462(b) under the
Securities Act.
The foregoing
description does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement,
which is filed herewith as Exhibit 1.1 and incorporated by reference into this Item 1.01. For a more detailed description of the Underwriting
Agreement and a description of the relationships between the Company and the Underwriters, see the disclosure under the caption “Underwriting”
contained in the Prospectus, which disclosure is hereby incorporated by reference into this Item 1.01.
Amendment
to the Operating Partnership Agreement
On October
4, 2021, the Company, in its capacity as the general partner of the Operating Partnership, entered into an amendment to the agreement
of limited partnership of the Operating Partnership (the “Amendment”), to designate and classify the Series B Preferred Units
and make certain clarifying revisions to the provisions in the agreement of limited partnership of the Operating Partnership related to
distributions and tax allocations and to reflect changes in tax laws.
The foregoing
description does not purport to be a complete description and is qualified in its entirety by reference to the Amendment, which is filed
herewith as Exhibit 10.1 and incorporated by reference into this Item 1.01.