Current Report Filing (8-k)
03 October 2022 - 10:20PM
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2022-10-03
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2022-10-03
2022-10-03
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HTIA:Sec7.125SeriesBCumulativeRedeemablePerpetualPreferredStock0.01ParValuePerShareMember
2022-10-03
2022-10-03
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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 3, 2022
Healthcare Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-39153 |
|
38-3888962 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
650 Fifth Avenue, 30th Floor
New York, New York 10019 |
(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:
Title of each class: |
|
Trading Symbol(s) |
|
Name of each exchange on which registered: |
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
HTIA |
|
The Nasdaq Global Market |
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
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HTIBP |
|
The Nasdaq Global Market |
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.
Common Stock Dividend
On October 3, 2022, Healthcare
Trust, Inc. (the “Company”) announced the declaration of a quarterly stock dividend of 0.014167 shares of the Company’s
common stock, $0.01 par value per share (the “Common Stock”), on each share of the Company’s outstanding Common Stock.
The stock dividend is payable on October 17, 2022 to holders of record of the Company’s Common Stock at the close of business on
October 13, 2022.
As previously announced,
dividends authorized by the Company’s board of directors on the Company’s shares of Common Stock will be paid on a quarterly
basis in arrears in shares of the Company’s Common Stock valued at the Company’s estimated per share net asset value of Common
Stock in effect on the applicable date, which is currently $15.00 per share, based on a single record date to be specified at the beginning
of each quarter. The number of shares to be so issued will continue to be based on a per share amount equal to $0.85 per annum, or $0.2125
per quarter. Please see the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2022 for a full description of the
determination of the Company’s current estimated per share net asset value of Common Stock and related assumptions, qualifications
and limitations.
The statements in this Current Report on Form
8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties
that could cause actual results or events to be materially different. The words “may,” “will,” “seeks,”
“anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,”
“intends,” “should” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties
and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from
the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the impact of inflation on the Company
and its costs and expenses, (b) the potential adverse effects of (i) the ongoing global COVID-19 pandemic, including actions taken to
contain or treat COVID-19, and (ii) the geopolitical instability due to the ongoing military conflict between Russia and Ukraine, including
related sanctions and other penalties imposed by the U.S. and European Union, and other countries, as well as other public and private
actors and companies, and the related impact on the Company, the Company’s tenants, the Company’s operators and the global
economy and financial markets, and (c) that any potential future acquisition is subject to market conditions and capital availability
and may not be identified or completed on favorable terms, or at all, as well as those risks and uncertainties set forth in the Risk Factors
section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 18, 2022, 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 any forward-looking statement to reflect changed assumptions, the occurrence
of unanticipated events or changes to future operating results, unless required to do so by law.
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 3, 2022 |
By: |
/s/ Scott M. Lappetito |
|
Scott M. Lappetito
Chief Financial Officer, Treasurer and Secretary |
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