Other Information.
−Removed: In connection with the filing of a Registration Statement on Form S-11 for a proposed public offering of our shares of common stock in conjunction with a contemplated listing of our common stock on the New York Stock Exchange, as discussed in Note 1, Organization and Description of Business — Public Offerings, to our accompanying condensed consolidated financial statements, our board approved the following:
−Removed: Reverse Stock Split
−Removed: On November 10, 2022, our board approved the following charter amendments to effect on November 15, 2022:
−Removed: (i) a one-for-four reverse stock split of each issued and outstanding share of Class T common stock, par value $0.01 per share, and Class I common stock, par value $0.01 per share, which resulted in a par value of $0.04 per share for each class of shares of our common stock;
−Removed: and (ii) a decrease to the par value per share of each share of our common stock outstanding as a result of the reverse stock split from $0.04 to $0.01.
−Removed: Suspension of DRIP
−Removed: On November 14, 2022, our board approved the suspension of the AHR DRIP Offering beginning with the distributions declared, if any, for the quarter ending December 31, 2022.
−Removed: As a result of the suspension of the AHR DRIP, there will be no further issuances of shares of our Class T or Class I common stock pursuant to the AHR DRIP unless and until our board reinstates the AHR DRIP Offering, and stockholders who are current participants in the AHR DRIP will receive cash distributions instead.
−Removed: Suspension of Share Repurchase Plan
−Removed: Additionally on November 14, 2022, our board approved the suspension of our SRP beginning with share repurchase requests for the quarter ending December 31, 2022.
−Removed: All share repurchase requests outstanding as of the quarter ending December 31, 2022, including requests resulting from the death or qualifying disability of stockholders, shall not be processed, shall be considered canceled in full and shall not be considered outstanding repurchase requests.
−Removed: The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the period ended September 30, 2022 (and are numbered in accordance with Item 601 of Regulation S-K).
+Added: The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the period ended March 31, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).
Fourth Articles of Amendment and Restatement of Griffin-American Healthcare REIT IV, Inc., dated October 1, 2021 (included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
000-55775) filed October 1, 2021 and incorporated herein by reference)
−Removed: Bylaws of American Healthcare REIT, Inc.
+Added: Amended and Restated Bylaws of American Healthcare REIT, Inc.
(included as Exhibit 3.1 to our Current Report on Form 8-K (File No.
−Removed: 000-55775) filed October 5, 2021 and incorporated herein by reference)
−Removed: Amended and Restated Distribution Reinvestment Plan of Griffin-American Healthcare REIT IV, Inc.
−Removed: (included as Exhibit 4.
−Removed: 6 to our Registration Statement on Form S-3 (File No.
−Removed: 333- 229 301 ) filed January 1 8 , 20 19 and incorporated herein by reference)
−Removed: Transition Services Agreement by and among American Healthcare REIT, Inc., American Healthcare Opps Holdings, LLC and Mathieu B.
−Removed: Streiff, dated July 14, 2022 (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
−Removed: 000-55775) filed July 18, 2022 and incorporated herein by reference)
−Removed: Offer Letter, dated July 14, 2022, between American Healthcare REIT, Inc.
−Removed: and Gabriel M.
−Removed: Willhite (included as Exhibit 10.2 to our Current Report on Form 8-K (File No.
−Removed: 000-55775) filed July 18, 2022 and incorporated herein by reference)
+Added: 000-55775) filed February 17, 2023 and incorporated herein by reference)
+Added: First Amendment to Amended and Restated Credit Agreement dated as of March 1, 2023, among American Healthcare REIT Holdings, L.P., American Healthcare REIT, Inc.
+Added: and certain subsidiaries and Bank of America, N.A., KeyBank, National Association, Citizens Bank, National Association and certain lenders named therein (included as Exhibit 10.1 to our Current Report on Form 8-K (File No.
+Added: 000-55775) filed March 7, 2023 and incorporated herein by reference)
+Added: Fourth Amendment to the First Amended and Restated Senior Secured Credit Agreement, dated as of March 30, 2023, among Trilogy RER, LLC and certain subsidiaries of Trilogy RER, LLC, Trilogy Investors, LLC, Trilogy Healthcare Holdings, Inc., Trilogy OpCo, LLC and Trilogy Pro Services, LLC, KeyBank National Association and the other lenders which are parties thereto from time to time
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
17 unchanged sentences
American Healthcare REIT, Inc.
−Removed: November 14, 2022 By:
+Added: May 15, 2023 By:
/s/ D ANNY P ROSKY
2 unchanged sentences
(Principal Executive Officer)
−Removed: November 14, 2022 By:
+Added: May 15, 2023 By:
/s/ B RIAN S.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.