HEALTHCARE TRUST, INC. : entry into an important definitive agreement, significant modification of the rights of security holders, modifications of the articles of association or regulations; Change of year, disclosure of FD regulations, financial statements and supporting documents (form 8-K)
Article 1.01. The conclusion of an important definitive agreement.
nominal value per share, with a liquidation preference of
In the underwriting agreement, the Company and the
The offer is being made in accordance with the Company’s prospectus dated
(the “SEC”) on
The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference in this Section 1.01. For a more detailed description of the Underwriting Agreement and a description of the relationship between the Company and the Underwriters, see the information under the heading “Underwriting” contained in the prospectus, which information is incorporated by reference in this section. 1.01.
Amendment to the operational partnership contract
The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 and incorporated by reference in this Section 1.01.
Article 3.03. Significant changes in the rights of security holders.
Holders of Series B Preferred Shares are entitled to cumulative dividends in the amount of
On and after
In addition, upon the occurrence of a delisting event or a change of control (each as defined in the Supplementary Articles), the Company may, under certain conditions, at its option, redeem the Series B preferred shares. , in whole or in part, after the first date on which the write-off event occurred or within 120 days after the first date on which the change of control occurred, as the case may be, by paying the preference liquidation of
The Series B preferred shares rank at par with the perpetual redeemable 7.375% preferred shares of the company,
Voting rights for holders of Series B preferred shares exist primarily with respect to the ability to elect two additional directors to the board of directors if six or more quarterly dividends (whether authorized or declared or consecutive) payable on the Series B Preferred Shares are overdue, and with respect to the vote on amendments to the Charter of the Company (which includes the Additional Articles) which materially and negatively affect the rights of the Series B Preferred Shares or create classes or additional series of shares of the capital stock of the Company which rank first with the Series B preferred shares. Except for the limited circumstances described above and in the Supplementary Articles, holders of Series Preferred Shares B have no voting rights.
The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Supplementary Articles of Association, which are attached as Exhibit 3.1 and incorporated by reference into this Section 3.03.
Article 5.03. Amendments to articles of incorporation or bylaws; Change of exercise.
The additional status information set out in Section 3.03 of this current Report on Form 8-K is hereby incorporated by reference into this Section 5.03.
Article 7.01. FD Regulation Disclosure.
Copies of these press releases are attached as Exhibits 99.1 and 99.2, and are hereby incorporated by reference in this Section 7.01. These press releases will not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities. of this article. Information in Item 7.01, including Exhibits 99.1 and 99.2, will not be deemed to be incorporated by reference in a filing under the Exchange Act or the Securities Act, regardless of the language of general incorporation into such. deposit.
The statements contained in this current report on Form 8-K include statements regarding the intention, 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 are generally identified by the use of words such as “may”, “will”, “seek”, “strive”, “anticipate”, “believe”, “estimate”, “expect”, “plan” “,” Intends to “,” should “or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including due to the factors set forth in the Risk Factors section of the Company’s annual report on Form 10-K for the year then ended.
Article 9.01. Financial statements and supporting documents.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated
October 1, 2021, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P.and B. Riley Securities, Inc., as representative of the underwriters listed on Schedule I thereto. 3.1 Articles Supplementary relating to the designation of shares of 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, dated October 4, 2021(incorporated by reference to Exhibit 3.8 of the Company's registration statement on Form 8-A filed with the SECon October 4, 2021). 4.1 Sixth Amendment, dated October 4, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013. 99.1 Launch Press Release, dated September 29, 2021. 99.2 Pricing Press Release, dated October 1, 2021. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
© Edgar online, source