United States securities and exchange commission logo
January 31, 2024
Danny Prosky
President and Chief Executive Officer
American Healthcare REIT, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, California 92612
Re: American Healthcare
REIT, Inc.
Amendment No. 4 to
Registration Statement on Form S-11
Filed January 29,
2024
File No. 333-267464
Dear Danny Prosky:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Form S-11 Filed January 29, 2024
Distribution Policy, page 87
1. We note the adjustment
line item Adjustments related to acquisition and disposition
activity appears to
include the impact of acquisitions or dispositions of properties that are
expected to close in
the future. Please tell us how you determined it was appropriate to
make adjustments for
acquisitions and/or dispositions not yet consummated.
2. We note your adjustment
for estimated capital expenditures is based on capital
expenditures for the 12
months ended September 30, 2023. Please tell us how you
determined it was
appropriate to utilize this timeframe, rather than a three-year historical
average, or your
estimated capital expenditures for the 12 months ended September 30,
2024, to the extent
that is greater.
3. We note your adjustment
for estimated tenant improvements and leasing commissions is
based on tenant
improvements and leasing commissions for the 12 months ended
Danny Prosky
American Healthcare REIT, Inc.
January 31, 2024
Page 2
September 30, 2023. Please tell us how you determined it was appropriate
to utilize this
timeframe, rather than a three-year historical average, or your committed
and estimated
tenant improvements and leasing commissions for the 12 months ended
September 30,
2024, to the extent that is greater.
4. We note your adjustment for interest expense savings significantly
exceeds your
adjustments to your pro forma financial statements for the reduction in
interest expense
due to the use of proceeds from the offering to pay down existing debt.
Please provide us
with a quantitative reconciliation of this adjustment, highlighting the
material differences
between this adjustment and the adjustments made to your pro forma
financial
statements.
5. We note that your estimated initial annual distribution is substantially
more than the
estimated cash available for distribution for the 12 months ending
September 30, 2024.
Please revise and expand your disclosure in your footnotes or elsewhere
to specify the
expected source of funds for this shortfall. Please note that the source
of funds for the
shortfall may not be future offerings. Also, revise your risk factor
disclosure to address
this shortfall.
Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
FirstName LastNameDanny Prosky
Division of
Corporation Finance
Comapany NameAmerican Healthcare REIT, Inc.
Office of Real
Estate & Construction
January 31, 2024 Page 2
cc: Edward F. Petrosky, Esq.
FirstName LastName