Item 5. Other Information
Item 5. Other Information.
Third Amendment to First Amended and Restated Senior Secured Credit Agreement
On November 12, 2021, the Company, the OP, KeyBank National Association individually and as agent for the lenders and each of the lenders from time to time a party under the credit agreement, among others, agreed to amend the credit agreement. As part of the amendment, the lenders agreed to waive a covenant default occurring because the Company did not satisfy the Fixed Charge Coverage Ratio (as defined in the credit agreement) during the quarter ended September 30, 2021 as well as any Default or Event of Default resulting from breach of the Fixed Charge Coverage Ratio covenant. Further, under the amendment: (i) the Fixed Charge Coverage Ratio that the Company must satisfy based on the four most recently ended fiscal quarters was reduced from 1.60:1.00 to 1.50:1.00 commencing on the effective date of the amendment through the earlier of (x) December 31, 2022 and (y) such earlier date as the Company elects to terminate the covenant relief period, pursuant to a notice electing such termination and certifying that no default is continuing and that the Company is in pro forma compliance with the financial covenants in the Credit Agreement (such earlier date, the “Covenant Relief Termination Date”); (ii) the Applicable Capitalization Rate (as defined in the credit agreement) used to determine the value ascribed to MOBs for purposes of the borrowing base was reduced from 7.25% to 7.0%; (iii) updated provisions were added to facilitate the transition from LIBOR to SOFR, and (iv) erroneous payments provisions governing receipt of a payment by a lender mistakenly distributed by the agent were also added. The Fixed Charge Coverage Ratio will revert to 1.60 to 1.00 after the Covenant Relief Termination Date. Prior
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to the Covenant Relief Termination Date, the Company may not pay distributions to holders of common stock in cash or any other cash distributions (including repurchases of shares of the Company’s common stock), subject to certain exceptions.
The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.2 in incorporated by reference herein..
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Item 6. Exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit No. Description
3.1 (1)
Articles of Amendment and Restatement for Healthcare Trust, Inc.
3.2 (2)
Amended and Restated Bylaws of Healthcare Trust, Inc.
3.3 (3)
Amendment to Amended and Restated Bylaws of Healthcare Trust, Inc.
3.4 (4)
Articles Supplementary of Healthcare Trust, Inc. relating to election to be subject to Section 3-803 of the Maryland General Corporation Law, dated November 9, 2017.
3.5 (5)
Articles Supplementary relating to the designation of shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, dated December 6, 2019.
3.6 (6)
Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock
3.7 (7)
Articles Supplementary designating additional shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock $0.01 par value per share.
4.1 (7)
Fifth Amendment, dated May 7, 2021, to the Agreement of Limited Partnership of Healthcare Trust Operating Partnership, L.P., dated February 14, 2013.
10.1 (8)
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.
10.2 *
Third Amendment to First Amended and Restated Senior Secured Credit Agreement, entered into as of November 12, 2021, among Healthcare Trust Operating Partnership, L.P., Healthcare Trust, Inc., the subsidiary guarantor parties thereto, Keybank National Association and the other lenders party thereto.
10.3 *
Second Amendment to Amended and Restated Property Management and Leasing Agreement, dated as of November 11, 2021, by and among Healthcare Trust, Inc., Healthcare Trust Operating Partnership, L.P. and Healthcare Properties, LLC
10.4 *
Property Management and Leasing Agreement, dated as of November 11, 2021, by and among ARHC OPFWNIN01, LLC and Healthcare Properties, LLC
10.5 *
Property Management and Leasing Agreement, dated as of November 11, 2021, by and among ARHC OPFWNIN02, LLC and Healthcare Properties, LLC
31.1 *
Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *
Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH * Inline XBRL Taxonomy Extension Schema Document.
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 * Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
______
* Filed herewith.
(1) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016, and incorporated by reference herein.
(2) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the
SEC on March 20, 2018, and incorporated by reference herein.
(3) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2020, and incorporated by reference herein.
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(4) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017, and incorporated by reference herein.
(5) Filed as an exhibit to the Company’s Registration Statement on Form 8-A filed with the SEC on December 6, 2019, and incorporated by reference herein.
(6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2020, and incorporated by reference herein.
(7) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2021, and incorporated by reference herein.
(8) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HEALTHCARE TRUST, INC.
By: /s/ Edward M. Weil, Jr.
Edward M. Weil, Jr.
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/ Jason F. Doyle
Jason F. Doyle
Chief Financial Officer, Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Dated: November 12, 2021
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