United States securities and exchange commission logo
February 2, 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
Response dated
February 1, 2024
File No. 333-267464
Dear Danny Prosky:
We have reviewed your
supplemental response 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.
Unless we note otherwise,
any references to prior comments are to comments in our January 31, 2024
letter.
Amendment No. 4 to Form S-11 Filed January 29, 2024
Distribution Policy, page 87
1. We have reviewed your
response to comment 4, and note that you have used a higher
interest rate than was
actually experienced in the trailing 12 month period to calculate the
impact of the proposed
paydown of your credit lines on your forward 12 month interest
expense. Calculating
the reduction in interest expense due to the increase in interest rates
in this manner, rather
than applying the current interest rate to the debt that remains for the
forward 12 month
period, has the impact of overstating the forward 12 month interest
expense savings, and
means that the effective interest rate on the remaining debt for the
forward 12 month period
must be something less than what was actually incurred in the
trailing 12 month
period, while you have stated that the assumed interest rate for the
forward 12 month period
should actually be higher than the trailing 12 month rate. Stated
another way, an
increase in interest rates should have the impact of increasing the interest
expense on the
remaining debt when compared to the interest expense on that portion of
Danny Prosky
American Healthcare REIT, Inc.
February 2, 2024
Page 2
the debt in the prior period, and the $3.9M portion of the adjustment due
to the increase in
interest rates noted in your response has the opposite impact. Please
tell us how you have
determined you have a reasonable basis for this adjustment or revise.
2. We reissue our prior comment 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
February 2, 2024 Page 2
cc: Edward F. Petrosky, Esq.
FirstName LastName