As filed with the Securities and Exchange Commission on October 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-11
FOR REGISTRATION UNDER
THE SECURITIES ACT OF 1933 OF SECURITIES
OF CERTAIN REAL ESTATE COMPANIES
Healthcare Trust, Inc.
(Exact Name of Registrant as Specified in Governing Instruments)
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Edward M. Weil, Jr.
Chief Executive Officer and President
650 Fifth Avenue, 30th Floor
New York, New York 10019
(212) 415-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Michael J. Choate, Esq. | Dean M. Colucci, Esq. | |
| Proskauer Rose LLP | Duane Morris LLP | |
| 70 West Madison, Suite 3800 | 1540 Broadway | |
| Chicago, Illinois 60602 | New York, New York 10036 | |
| (312) 962-3567 | (212) 692-1000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-259494
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||
| Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | $7,000,000 | $648.90 |
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes shares of Series B Preferred Stock that may be sold upon exercise of the underwriters’ option to purchase additional shares, if any. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Healthcare Trust, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”), and hereby incorporates by reference into this Registration Statement the contents of the Registration Statement on Form S-11 (File No. 333-259494), including the preliminary prospectus and the exhibits thereto, initially filed on September 13, 2021, and declared effective on October 1, 2021, as amended by pre-effective amendments thereto (the “Prior Registration Statement”).
EXHIBIT INDEX
The following exhibits are filed as part of this registration statement on Form S-11:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement on Form S-11 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 1, 2021.
| HEALTHCARE TRUST, INC. | ||
| By: | /s/ Edward M. Weil, Jr. | |
| Edward M. Weil, Jr. | ||
Chief Executive Officer and President (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-11 has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signatures | Title | Date | ||
/s/ Edward M. Weil, Jr. | Chief Executive Officer, President and Director | October 1, 2021 | ||
| Edward M. Weil, Jr. | (Principal Executive Officer) | |||
* Lee M. Elman | Independent Director | October 1, 2021 | ||
* Leslie D. Michelson | Independent Director | October 1, 2021 | ||
* B.J. Penn | Independent Director | October 1, 2021 | ||
* Edward G. Rendell | Independent Director | October 1, 2021 | ||
* Elizabeth K. Tuppeny | Independent Director | October 1, 2021 | ||
/s/ Jason F. Doyle Jason F. Doyle |
Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
October 1, 2021 | ||
| *By: | /s/ Edward M. Weil, Jr. |
| Edward M. Weil, | |
| Jr. Attorney-in-fact | |
