HTIA Healthcare Trust
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 2, 2021
Healthcare Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
|(State or other jurisdiction|
|(Commission File Number)||(I.R.S. Employer|
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|
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 April 2, 2021, Healthcare Trust, Inc. (the “Company”) announced the declaration of a quarterly stock dividend of 0.014655 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 April 15, 2021 to holders of record of the Company’s Common Stock at the close of business on April 12, 2021.
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 $14.50 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. The Company's estimated per share net asset value of Common Stock has not been retroactively adjusted to reflect the payment of this stock dividend and will not be adjusted for stock dividends that may be paid in the future until the Company's board of directors determines a new estimated per share net asset value of Common Stock which is expected in early April 2022. Dividends paid in the form of additional shares of Common Stock will, all things equal, cause the value of each share of Common Stock to decline because the number of shares outstanding will increase when dividends paid in stock are issued; however, each stockholder will receive the same number of new shares, the total value (using the Company's estimated per share net asset value of Common Stock) of the Company's common stockholder's investment, all things equal, will not change assuming no sales or other transfers. Please see the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2021 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 “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “may,” “will,” “would” 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 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 the potential adverse effects of the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, on the Company, the Company’s tenants, the Company’s operators and the global economy and financial markets and that the information about rent collections may not be indicative of any future period, as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 30, 2021, and all other filings with the SEC 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.
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: April 2, 2021||By:||/s/ Katie P. Kurtz|
Katie P. Kurtz
|Chief Financial Officer, Secretary and Treasurer|