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): June 14, 2017 (June 8, 2017)
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, 4th 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))
Indicate by check mark whether the registrant is an emerging growthcompanyas defined in Rule 405 of theSecurities Act of 1933 (§230.405 of this chapter)or Rule 12b-2 of theSecurities 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. |
Share Repurchase Program
On June 8, 2017, the board of directors (the “Board”) of Healthcare Trust, Inc. (the “Company”) approved certain amendments to the Company’s existing share repurchase program, as amended (the “Existing SRP”). In approving the foregoing, the Board considered various factors, including, but not limited to, the Company’s previously announced long-term business strategy and desire to preserve capital that can be used to, among other things, acquire additional assets and increase distribution coverage, which the Board believes will enhance long-term value as contemplated by that strategy.
Accordingly, the Board unanimously approved a second amended and restated share repurchase program the (“A&R SRP”) which will become effective on July 14, 2017. The A&R SRP supersedes and replaces the Existing SRP. Under the A&R SRP, subject to certain conditions, only repurchase requests made following the death or qualifying disability, in each case as defined in the A&R SRP, of stockholders that purchased shares of common stock of the Company or received their shares from the Company (directly or indirectly) through one or more non-cash transactions will be considered for repurchase by the Company so long as the repurchase otherwise complies with the provisions of Maryland law. Other terms and provisions of the A&R SRP remain consistent with the Existing SRP.
The foregoing summary of the A&R SRP is qualified by the text of the A&R SRP, which is filed as an exhibit to this Current Report on Form 8-K.
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 most recent annual report on Form 10-K, filed with the Securities and Exchange Commission on March 13, 2017. 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 |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Second Amended and Restated Share Repurchase Program |
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: June 14, 2017 | By: | /s/ W. Todd Jensen |
| W. Todd Jensen | ||
| Interim Chief Executive Officer and President | ||