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): April 28, 2017
American Realty Capital Healthcare Trust III, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 000-55625 | | 38-3930747 |
(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 growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth companyx
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.x
Suspension of Distribution Reinvestment Plan
American Realty Capital Healthcare Trust III, Inc. (the “Company”) previously announced that its board of directors, led by its independent directors, has initiated a strategic review process to identify, examine, and consider a range of strategic alternatives available to the Company with the objective of maximizing shareholder value, pursuant to which the board of directors established a special committee comprised of its independent directors (the “Special Committee”) to conduct a review of strategic alternatives and address any potential conflicts of interest. The Special Committee engaged SunTrust Robinson Humphrey, Inc. as its independent financial advisor and retained Shapiro Sher Guinot and Sandler, P.A. as special independent legal counsel in connection with such strategic review process. As a result of recent discussions, the Company has determined to temporarily suspend its distribution reinvestment plan for two monthly investment periods, effective immediately upon mailing a notice of the suspension to each distribution reinvestment plan participant (“Participant”). There is no assurance that a transaction will result from these or any other discussions. Also on April 28, 2017, the Company provided a notice to Participants, a copy of which is attached hereto as Exhibit 99.1, advising Participants of the suspension of the Company’s distribution reinvestment plan, effective immediately.
Forward-Looking Statements
The statements in this Current Report on Form 8-K include statements regarding the intent, belief or current expectations of the Company and its Special Committee, 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. The Company may not actually execute on any transaction, or achieve the plans, intentions, or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. 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. 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. |
| Exhibit No. | | Description |
| 99.1 | | Notice to Participants dated April 28, 2017 |
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.
| | American Realty Capital Healthcare Trust III, Inc. |
| | | |
| | | |
| Date: April 28, 2017 | By: | /s/ W. Todd Jensen |
| | | W. Todd Jensen |
| | | Interim Chief Executive Officer and President |
