Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  September 25, 2024

 

National Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland		001-39153		38-3888962
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

540 Madison Ave, 27th Floor New York, NY 10022

(Address, including zip code, of Principal Executive Offices)   Registrant’s telephone number, including area code: [phone]

 

Healthcare Trust, Inc.

222 Bellevue Ave.

Newport, RI 02840

(Former name or former address, if changed since last report)

 

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
7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		HTIBP		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. ¨ 

 

 

 

 

 

 

Introductory Note

 

Closing of the Internalization

 

This Current Report on Form 8-K is being filed in connection with the consummation (the “Closing”) on September 27, 2024 (the “Closing Date”) of the transactions contemplated by that certain merger agreement, dated August 6, 2024 (the “Internalization Agreement”) by and among National Healthcare Properties, Inc., a Maryland corporation (f/k/a Healthcare Trust, Inc. prior to the Name Change (as defined below), the “Company”), HTI Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), Healthcare Trust Advisors, LLC, a Delaware limited liability company and the external advisor to the Company (the “Advisor”), and AR Global Investments, LLC, a Delaware limited liability company and the indirect parent of the Advisor (“Advisor Parent”). The transactions contemplated by the Internalization Agreement are referred to herein as the “Internalization.”

 

Consummation of the transactions contemplated by the Internalization Agreement resulted in the internalization of the management of the Company immediately following consummation of the merger (the “Internalization Merger”) of the Advisor with and into Merger Sub, with the Advisor being the surviving entity (under the name “Healthcare Trust Advisors, LLC”), including the termination, on the Closing Date, of the Company’s prior arrangement for advisory management services provided by the Advisor pursuant to the Second Amended and Restated Advisory Agreement, dated as of February 17, 2017, by and among the Company, National Healthcare Properties Operating Partnership, L.P., a Delaware limited partnership (f/k/a Healthcare Trust Operating Partnership, L.P. prior to the Name Change, the “OP”), and the Advisor (as amended, the “Second A&R Advisory Agreement”).

 

All assets, contracts and employees necessary for the Company to conduct its business were contributed by Advisor Parent (and/or its affiliates) to the Advisor prior to the Closing Date, including all of the equity interests in Healthcare Trust Properties, LLC, a Delaware limited liability company  (the “Property Manager”), which previously provided the Company with property management services pursuant to the Amended and Restated Property Management and Leasing Agreement, dated as of February 17, 2017, by and among the Company, the OP and the Property Manager (as amended, the “A&R Property Management Agreement”).

 

Pursuant to the Internalization Agreement, on the Closing Date, (i) the outstanding membership interests of the Advisor were converted into the right to receive from the Company merger consideration of $98,244,000 and (ii) Advisor Parent received (x) an asset management fee of $10,916,000, representing the aggregate Base Management Fee (as defined in the Second A&R Advisory Agreement) that the Company would have been required to pay to the Advisor during the six month notice period required to terminate the Second A&R Advisory Agreement, which began on June 25, 2024 when the Company delivered notice to the Advisor of its intention to effect the Internalization and (y) a property management fee of $3,920,000, representing the aggregate Management Fees (as defined in the A&R Property Management Agreement) that the Company would have been required to pay to the Property Manager through the current term of the Property Agreement, in each case, as adjusted to the extent the amount of such asset management and property management fees exceed or are less than the amount required to be paid by Advisor Parent to employees placed with the Company pursuant to the Internalization prior to the Closing and the amounts due under contracts acquired by the Company in the Internalization relating to the pre-Closing period (collectively, the “Closing Payments”). Advisor Parent also delivered cash to the Company at Closing in order for the Company to pay any unpaid employee bonuses for calendar year 2023 and any accrued bonuses for calendar year 2024 to the extent that the Company has previously reimbursed Advisor Parent for, but Advisor Parent has not paid, such bonuses.

 

Pursuant to the terms of the Internalization Agreement, because the Closing Payments exceeded the Company’s Available Cash (as defined in the Internalization Agreement), the Company paid the Advisor Parent aggregate cash consideration of $75,000,000 million (such cash amount, the “Closing Date Cash Consideration”), and the Company issued to Advisor Parent an unsecured promissory note (the “Promissory Note”) (as further described in Item 1.01 of this Current Report on Form 8-K below) in a principal amount of $30,266,668.44, equal to the difference between the Closing Date Cash Consideration and the Closing Payments.

 

A copy of the Internalization Agreement was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (the “Signing 8-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 7, 2024 and is incorporated by reference herein. The description of the Internalization Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the full text of the Internalization Agreement.

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Promissory Note

 

As described above, in connection with the consideration payable to the Advisor Parent under the Internalization Agreement, the Company issued the Promissory Note to Advisor Parent on the Closing Date. The Promissory Note is a senior unsecured obligation of the Company and ranks equal in right of payment with all of the Company’s existing and future indebtedness. The Promissory Note bears interest per annum of Term SOFR (as defined in the Promissory Note) plus 1.25% until January 1, 2025 and Term SOFR plus 3.25% on and after January 1, 2025, with such interest payable monthly, and the Company shall make monthly payments of principal to the extent of its available cash existing on the applicable payment date beginning on January 2, 2025. The Company shall repay the outstanding principal balance and all accrued and unpaid interest on June 28, 2025 (the “Maturity Date”). The Promissory Note may be prepaid, in whole or in part, prior to the Maturity Date without any pre-payment penalties. The Promissory Note is subject to customary events of default, the occurrence of which shall allow the Advisor Parent to declare all amounts outstanding under the Promissory Note immediately due and payable.

 

The issuance of the Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

A copy of the Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Promissory Note.

 

Item 1.02. Termination of a Material Definitive Agreement.

 

Termination of Second A&R Advisory Agreement

 

Immediately following the Closing on the Closing Date, the Company and Advisor (now a wholly-owned subsidiary of the Company following the Internalization) terminated the Second A&R Advisory Agreement by mutual agreement. Pursuant to the Second A&R Advisory Agreement, the Advisor managed the Company’s affairs on a day-to-day basis, and the Company was required to, among other things, reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers and pay the Advisor (i) a base management fee, payable on the first business day of each month in cash, Common OP Units or shares, or a combination thereof, composed of a fixed portion equal to $1.625 million per month and a variable portion equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity (subject to certain exceptions) issued by the Company and its subsidiaries, and (ii) a variable management/incentive fee quarterly in arrears equal to (x) the product of fully diluted shares of the Company’s common stock (as defined below) outstanding multiplied by (y) (1) 15.0% of the applicable prior quarter’s core earnings (as defined in the Second A&R Advisory Agreement) per share in excess of $0.375 per share plus (2) 10.0% of the applicable prior quarter’s Core Earnings per share in excess of $0.47 per share.

 

The information set forth in Introductory Note of this Current Report on Form 8-K with respect to the Closing Payments, the termination of the Second A&R Advisory Agreement and the relationship between the Company and the Advisor Parent is incorporated by reference into this Item 1.02.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information provided in Item 1.01 of this Current Report on Form 8-K relating to the Promissory Note is incorporated by reference into this Item 2.03.

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Chief Executive Officer Employment Agreement

 

In connection with the Internalization, on September 25, 2024, Michael Anderson, the Company’s Chief Executive Officer, and the Company entered into an employment agreement (the “Anderson Employment Agreement”), which sets forth the terms and conditions of his employment and is effective as of the Closing Date.

 

Pursuant to the Anderson Employment Agreement, Mr. Anderson serves as our Chief Executive Officer and is entitled to an annual base salary of $800,000 and is eligible to participate in the Company’s annual incentive program with a target annual bonus opportunity of 135% of his annual base salary (the “Target Annual Bonus”). Depending on results, Mr. Anderson’s actual annual bonus may be higher or lower than the Target Annual Bonus, as determined by the Company’s Compensation Committee (“Compensation Committee”), but for calendar years 2024 and 2025, Mr. Anderson’s annual bonus shall be not less than the Target Annual Bonus. In addition, pursuant to the Anderson Employment Agreement, Mr. Anderson is entitled to a cash signing bonus of $400,000 (the “Signing Bonus”). However, in the event that Mr. Anderson’s employment is terminated by the Company for Cause (as defined in the Anderson Employment Agreement) or Mr. Anderson resigns without Good Reason (as defined in the Anderson Employment Agreement), in either case prior to December 31, 2025, Mr. Anderson shall, upon such termination, repay to the Company the full amount of the Signing Bonus.

 

In addition, in connection with the entry of the Anderson Employment Agreement, as further described below, the Board appointed Mr. Anderson to the Board and expects to nominate Mr. Anderson to be reelected as a director at the Company’s annual shareholder meeting in Fiscal 2025 (“2025 Annual Meeting”). Failure to nominate Mr. Anderson to be elected as a director of the Company would entitle Mr. Anderson to terminate the Anderson Employment Agreement for Good Reason (as defined in the Anderson Employment Agreement).

 

Subject to Mr. Anderson’s continued employment through the grant date, Mr. Anderson shall be eligible to receive long-term equity incentive awards on an annual basis at the Compensation Committee’s discretion. For fiscal year 2025, Mr. Anderson’s long-term incentive awards shall have a target grant date fair value of no less than $1.8 million and shall be made as soon as practicable following shareholder approval of a Company omnibus equity incentive plan (the “Incentive Plan”). Pursuant to the Anderson Employment Agreement, the fiscal year 2025 long-term equity incentive awards are expected to be granted as an award of time-based restricted common stock (the “Time-Based Award”) and an award of performance-based restricted stock units (“RSUs”) relating to common stock (the “Performance-Based Award” and, together with the Time-Based Award, the “2025 Awards”) at the discretion of the Compensation Committee. No less than fifty percent (50%) of the 2025 Awards shall be a Time-Based Award. The number of shares of common stock granted for fiscal year 2025 as a Time-Based Award shall be based on the Company’s volume-weighted average price for the sixty (60)-days following the Company’s anticipated listing of its common stock on a public stock exchange; subsequent Time-Based Awards shall be based on the Company’s five (5)-day closing stock price prior to the date of grant. The number of performance-based RSUs granted for fiscal year 2025 as a Performance Based Award shall be based on the Monte-Carlo or similar third-party valuation that is required for GAAP purposes. The performance objectives and other terms and conditions of the 2025 Performance-Based Award will be reasonably determined by the Board or the Compensation Committee in good faith. The 2025 Time-Based Award will vest ratably on an annual basis over a three (3)-year period commencing on the Effective Date, subject to Mr. Anderson’s continuous employment through the applicable vesting dates (and except as otherwise provided in the Anderson Employment Agreement). The 2025 Awards will be granted under, and will be subject to, the terms of the Incentive Plan and award agreements. If the Company’s shareholders do not approve the Incentive Plan at the 2025 Annual Meeting, then the 2025 Awards will be deemed granted and automatically convert into a deferred cash based award equal to at least $1.8 million with one third (equal to $600,000) vesting and payable on the last day of each of fiscal year 2025, fiscal year 2026 and fiscal year 2027, respectively, subject to Mr. Anderson’s continued employment through the applicable vesting date.

 

In addition, as soon as practicable following shareholder approval of the Incentive Plan, Mr. Anderson shall be granted an award of time-based restricted common stock with a grant date fair value of $2.0 million based on the Company’s most recent net asset value prior to the Closing Date (the “Internalization Award”). Subject to Mr. Anderson’s continuous employment through the applicable vesting date (and except as otherwise provided in the Anderson Employment Agreement), the Internalization Award will vest in ratable annual installments over a three (3)-year period commencing on the Closing Date. The Internalization Award will be granted under, and will be subject to, the terms of the Incentive Plan and an award agreement. Notwithstanding the foregoing, if the Incentive Plan is not approved by the Company’s shareholders at the 2025 Annual Meeting, the Internalization Award will be deemed granted and will, automatically convert into a deferred cash based award equal to $2.0 million with one third ($666,666.67) vesting and payable on the each of the first three anniversaries of the Closing Date, subject to Mr. Anderson’s continued employment through the applicable vesting date.

 

 

 

 

The Anderson Employment Agreement may be terminated by the Company without Cause (as defined in the Anderson Employment Agreement) or by Mr. Anderson pursuant to a Voluntary Resignation (as defined in the Anderson Employment Agreement), provided that the applicable party gives 30 days prior written notice to Mr. Anderson or the Company, as the case may be.

 

In the event Mr. Anderson resigns for Good Reason or the Company terminates his employment without Cause (each as defined in the Anderson Employment Agreement) in either case outside of the Change in Control Period (as defined in the Anderson Employment Agreement), he is entitled to receive the following payments and benefits, in addition to any accrued obligations and subject to his timely execution and non-revocation of a general release of claims in the Company’s favor and continued compliance with the restrictive covenants contained in the Anderson Employment Agreement: (i) any accrued but unpaid annual bonus for the year prior to the year of termination, (ii) a pro rata annual bonus for the year in which the date of termination occurs, (iii) the accelerated vesting of all unvested time-based equity awards as of the termination date (clauses (i), (ii) and (iii), collectively, the “Base Benefits”), (iv) an amount of cash (the “Severance Payment”) equal to 2.0 times the sum of (a) Mr. Anderson’s then current base salary and (b) his Target Annual Bonus of his then-current calendar year, payable in the form of salary continuation in regular installments, in accordance with the Company’s normal payroll practices, over a period of 24 months from the termination date, and (v) reimbursement for his healthcare insurance premiums for a period of up to 18 months. In the event Mr. Anderson resigns for Good Reason or the Company terminates his employment without Cause in either case during the Change in Control Period, Mr. Anderson shall be entitled to the foregoing benefits, except that that the Severance Payment shall equal 3.0 times the sum of (a) Mr. Anderson’s then current base salary and (b) his Target Annual Bonus of his then-current calendar year, and such Severance Payment shall be paid in a lump sum within 60 days following the date of termination.

 

In the event of Mr. Anderson’s termination due to his death or Disability (as defined in the Anderson Employment Agreement), in addition to accrued obligations, he or his estate, as applicable, shall be entitled to receive the Base Benefits.

 

The Anderson Employment Agreement contains a non-disclosure covenant, a mutual non disparagement covenant and non-competition, customer non-solicitation, and employee non-solicitation covenants.

 

The foregoing description of the Anderson Employment Agreement is qualified in its entirety by reference to the full text of the Anderson Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

 

Appointment of Mr. Anderson to the Board

 

On September 25, 2024, the Board expanded its size from five to six directors and appointed Mr. Anderson, the Company’s Chief Executive Officer, as a director to fill the newly-created vacancy, effective as of the Closing. Mr. Anderson will serve as a director until the 2025 Annual Meeting, and until his successor has been duly elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal.

 

As described above, the Anderson Employment Agreement provides that the Company’s failure to nominate Mr. Anderson to the Board would allow Mr. Anderson to terminate the Anderson Employment Agreement for “Good Reason”. As a result, the Board determined to appoint Mr. Anderson as a director of the Company to serve a term until the 2025 Annual Meeting, at which the Board expects to nominate him for re-election as a director.

 

 

 

 

There are no family relationships between Mr. Anderson and any director or executive officer of the Company, and, except as set forth below, Mr. Anderson does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

 

Prior to the Closing, Mr. Anderson served as the senior vice president and general counsel of the Advisor and Advisor Parent, and Mr. Anderson will continue to serve in a limited role as the general counsel of Bellevue Capital Partners, LLC, the indirect parent of Advisor Parent, consistent with his obligation to devote a substantial majority of his business time and attention and his best efforts to the performance of his duties and responsibilities under the Anderson Employment Agreement. The Advisor and the Property Manager were owned and controlled directly or indirectly by Advisor Parent prior to the Closing. In addition to the Internalization, as described in the Introductory Note of this Current Report on Form 8-K, the Company, the Advisor and the Manager were party to certain related party transactions since the beginning of the Company’s latest fiscal year as described under the heading “Certain Relationships and Related Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 15, 2024, which information is incorporated by reference herein into this Item 5.02.

 

In connection with his role as the Company’s Chief Executive Officer, Mr. Anderson and the Company previously entered into a standard director and officer indemnification agreement, a form of which was filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 15, 2024.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Reverse Stock Split

 

On September 26, 2024, following approval by the Company’s Board of Directors (the “Board”) and in accordance with Maryland General Corporate Law (“MGCL”), the Company filed Articles of Amendment (the “Reverse Stock Split Charter Amendment”) to the Company’s articles of amendment and restatement (as amended to date, the “Charter”) with State Department of Assessments and Taxation of Maryland (“SDAT”) to effect a reverse stock split of the Company’s common stock, par value $0.01 per share (the “common stock”), at a ratio of 1-for-4, which became effective at 12:01 a.m. Eastern time on September 30, 2024 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the par value of the common stock adjusted to $0.04 per share.

 

Pursuant to Section 2-309 of the MGCL, the Reverse Stock Split did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders.

 

Name Change and Common Stock Par Value Adjustment

 

On September 26, 2024, following approval by the Board and immediately following the filing of the Reverse Stock Split Charter Amendment, the Company filed Articles of Amendment (the “Second Charter Amendment”) to the Company’s Charter with SDAT to (i) change the Company’s name to National Healthcare Properties, Inc. from Healthcare Trust, Inc. (the “Name Change”) and (ii) adjust the par value of the Company’s common stock back to $0.01 per share following the Reverse Stock Split (the “Par Value Adjustment”). The Name Change and the Par Value Adjustment became effective at 12:05 a.m. Eastern time on September 30, 2024.

 

Pursuant to Section 2-605 of the MGCL, neither the Name Change or Par Value Adjustment required approval of the Company’s stockholders and will not affect the rights of the Company’s security holders.

 

In connection with the Name Change, the Company, as the general partner of the OP, caused the name of the OP to be changed to National Healthcare Properties Operating Partnership, L.P. from Healthcare Trust Operating Partnership, L.P.

 

Amended and Restated Bylaws

 

In connection with the Name Change, the Board approved an amendment to the Company’s bylaws solely to reflect the Name Change (the “Amendment No. 3”). Amendment No. 3 became effective immediately after the Name Change on September 30, 2024.

 

 

 

 

The foregoing description of the Reverse Stock Split, the Name Change and Par Value Adjustment and Amendment No. 3 is only a summary and is qualified in its entirety by reference to the full text of the Reverse Stock Split Charter Amendment, Second Charter Amendment and Amendment No. 3, respectively, which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure.

 

On September 30, 2024, the Company issued a press release announcing the consummation of the Internalization, the Reverse Stock Split and the Name Change (the “Press Release”).

 

A copy of the Press Release is attached as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall 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 that Section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except to the extent expressly stated in such filing.

 

Item 8.01 Other Events.

 

As noted in Item 5.03 of this Current Report on Form 8-K, the Board determined to set the Reverse Stock Split ratio at 1-for-4 and approved and authorized the filing of the Reverse Stock Split Charter Amendment. The effective time for the Reverse Stock Split under Maryland law is 12:01 a.m. Eastern time on September 30, 2024.

 

Upon the effectiveness of the Reverse Stock Split, every four shares of the issued and outstanding common stock automatically combined and reclassified into one issued and outstanding share of common stock. The Reverse Stock Split does not affect any stockholder’s ownership percentage of the common stock or modify any voting rights or other terms of the common stock.  The number of authorized shares of common stock under the Charter remains unchanged.

 

The Company’s transfer agent, Computershare Trust Company, N.A, acted as exchange agent for the Reverse Stock Split.

 

At the market open on September 30, 2024, the Company’s common stock will continue to trade on Over-the-Counter (OTC), but, in connection with the Reverse Stock Split, the common stock was assigned a new CUSIP number (42226B 402) when it begins trading on a split-adjusted basis.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Reverse Stock Split)
3.2		Articles of Amendment to the Company’s Charter, filed September 26, 2024 (Name Change and Par Value Adjustment)
3.3		Amendment No. 3 to the Amended and Restated Bylaws of the Company, effective as of September 30, 2024
10.1		Promissory Note
10.2#		Employment Agreement, dated September 25, 2024, by and between the Company and Michael Anderson
99.1		Press Release, dated September 30, 2024.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL

 

# Indicates management contract or compensatory plan or arrangement.

 

 

 

 

SIGNATURES

 

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.

 

	NATIONAL HEALTHCARE PROPERTIES, INC.
Date: September 30, 2024	By:	/s/ Scott M. Lappetito
		Scott M. Lappetito
		Chief Financial Officer, Secretary and Treasurer

 

 

 

 

Exhibit 3.1

 

HEALTHCARE TRUST, INC.

 

ARTICLES OF AMENDMENT

 

 

THIS IS TO CERTIFY THAT:

 

FIRST: The charter (the “Charter”) of Healthcare Trust, Inc., a Maryland corporation (the “Company”), is hereby amended to provide that, upon the Effective Time (as defined below), every four shares of Common Stock, $0.01 par value per share, of the Company which were issued and outstanding immediately prior to the Effective Time shall be changed into one issued and outstanding share of Common Stock, $0.04 par value per share, of the Company.

 

SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Company, pursuant to Section 2-309(e) of the Maryland General Corporation Law.

 

THIRD: There has been no increase in the authorized shares of stock of the Company effected by the amendment to the Charter as set forth above.

 

FOURTH: These Articles of Amendment shall become effective at 12:01 a.m., Eastern Time, on September 30, 2024 (the “Effective Time”).

 

FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial on this 26th day of September, 2024.

 

ATTEST:		HEALTHCARE TRUST, INC.
/s/ Scott M. Lappetito		By:	/s/ Michael Anderson
Name: Scott M. Lappetito		Name: Michael Anderson
Title: Chief Financial Officer		Title: Chief Executive Officer

 

2

 

 

Exhibit 3.2

 

HEALTHCARE TRUST, INC.

 

ARTICLES OF AMENDMENT

 

 

THIS IS TO CERTIFY THAT:

 

FIRST: The charter of the Company (the “Charter”) is hereby amended to change the name of the Company to “National Healthcare Properties, Inc.”  All references in the Charter to “Healthcare Trust, Inc.” are hereby changed to “National Healthcare Properties, Inc.”

 

SECOND: The Charter is hereby further amended to decrease the par value of the shares of Common Stock issued and outstanding immediately prior to the Effective Time (as defined below) from $0.04 per share to $0.01 per share.

 

THIRD: The amendments to the Charter as set forth above have been duly approved by at least a majority of the entire Board of Directors as required by law. The amendments set forth herein are made without action by the stockholders of the Company, pursuant to Sections 2-605(a)(1) and 2-605(a)(2) of the Maryland General Corporation Law.

 

FOURTH: There has been no increase in the authorized shares of stock of the Company effected by the amendments to the Charter as set forth above.

 

FIFTH: These Articles of Amendment shall become effective at 12:05 a.m., Eastern Time, on September 30, 2024 (the “Effective Time”).

 

SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 26th day of September, 2024.

 

ATTEST:		HEALTHCARE TRUST, INC.
/s/ Scott M. Lappetito		By:	/s/ Michael Anderson
Name: Scott M. Lappetito		Name: Michael Anderson
Title: Chief Financial Officer		Title: Chief Executive Officer

 

 

 

Exhibit 3.3

HEALTHCARE TRUST, INC.

 

AMENDMENT NO. 3 TO
AMENDED AND RESTATED BYLAWS

 

Pursuant to Article XV of the Amended and Restated Bylaws (as amended, the “Bylaws”), of Healthcare Trust, Inc. a Maryland corporation (the “Corporation”), the Board of Directors of the Corporation adopted an amendment to the Bylaws on September 25, 2024, pursuant to which, effective September 30, 2024, the Bylaws are hereby amended as follows:

 

1.

All references to “Healthcare Trust, Inc.” in the Bylaws shall be replaced with “National Healthcare Properties, Inc.”

2.

Except as set forth herein, the Bylaws shall remain in full force and effect.

 

 

 

Exhibit 10.1

 

THIS SENIOR UNSECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

 

HEALTHCARE TRUST, INC.

 

SENIOR UNSECURED PROMISSORY NOTE

 

No. 1		Date of Issuance
$30,266,668.44		September 27, 2024

 

FOR VALUE RECEIVED, Healthcare Trust, Inc., a Maryland corporation (the “Issuer”), hereby promises to pay to AR Global Investments, LLC, a Delaware limited liability company (the “Lender”), the principal sum of $30,266,668.44 (subject to adjustment pursuant to the Merger Agreement (as defined herein)), together with all accrued and unpaid interest on the unpaid principal balance of this Senior Unsecured Promissory Note (this “Note”) (as adjusted herein) in the manner and subject to the terms and conditions provided below.

 

This Note is executed and delivered pursuant to and in accordance with the terms of that certain Merger Agreement, dated as of August 6, 2024, by and among the Issuer, the Lender, HTI Merger Sub, LLC, a Delaware limited liability company and Healthcare Trust Advisors, LLC, a Delaware limited liability company (the “Merger Agreement”), and is subject to the terms and conditions thereof, which are incorporated herein and made a part hereof.

 

1.            Definitions. As used in this Note, the following terms shall have the meaning set forth below:

 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

 

“Affiliated Lender Partners” has the meaning set forth in Section 9.15.

 

“Applicable Margin” means (a) until January 1, 2025, 1.25% or (b) on or after January 1, 2025, 3.25%.

 

“Available Cash” has the meaning set forth in the Merger Agreement.

 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York.

 

 

 

 

“Change of Control Transaction” means (a) any acquisition, sale, merger, consolidation, reorganization, recapitalization, tender or exchange offer, business combination transaction or any other transaction or series of related transactions involving the Issuer as a result of which the equityholders of the Issuer as of immediately prior to such transaction own, directly or indirectly, equity securities representing less than fifty percent (50%) of the outstanding equity securities of the Issuer or (b) the sale, transfer or other disposition of all or substantially all of the assets of the Issuer and its subsidiaries, taken as a whole, to one or more persons who are not Affiliates of the Issuer as of immediately prior to such transaction.

 

“Claims” has the meaning set forth in Section 9.15.

 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

 

“Daily SOFR” means a rate equal to the secured overnight financing rate as determined by the SOFR Administrator.

 

“Event of Default” has the meaning set forth in Section 5.1.

 

“Governmental Entity” has the meaning set forth in the Merger Agreement.

 

“Indemnification Obligations” has the meaning set forth in Section 2.

 

“Indemnified Liabilities” has the meaning set forth in Section 9.15.

 

“Interest Rate” means the sum of Term SOFR plus the Applicable Margin.

 

“IPO” means any (a) underwritten initial public offering by Issuer of capital stock pursuant to an effective registration statement under the Act and pursuant to which the capital stock of the Issuer will be listed on a National Securities Exchange, (b) a direct listing of the equity securities of the Issuer or any of its subsidiaries on any National Securities Exchange or (c) a SPAC Business Combination; provided, that, an IPO shall not include an offering made in connection with a business acquisition or combination pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar form.

 

“Issuer” has the meaning set forth in the preamble.

 

“Lender” has the meaning set forth in the preamble.

 

“Maturity Date” has the meaning set forth in Section 3.

 

“Merger Agreement” has the meaning set forth in the preamble.

 

“Note” has the meaning set forth in the preamble.

 

- 2 - 

 

 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

 

“SIFMA” means the Securities Industry and Financial Markets Association (or any successor thereto).

 

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 

“SPAC Business Combination” means a business combination, merger or similar transaction of Issuer or any subsidiary of Issuer with a “special purpose acquisition company” in which the equity securities of such entity or its successor are listed on any national securities exchange (in each case, excluding over-the-counter market of or Affiliate with any national securities exchange).

 

“Subordinated Loans” has the meaning set forth in Section 2.

 

“Term SOFR” means, with respect to any payment date, the Term SOFR Reference Rate on such payment date, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any payment date the Term SOFR Reference Rate has not been published by the Term SOFR Administrator, then Term SOFR with respect to such payment date shall be the Term SOFR Reference Rate as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the Term SOFR Administrator.

 

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lender in its reasonable discretion).

 

“Term SOFR Reference Rate” means the rate per annum of a one-month forward-looking term rate based on Daily SOFR that is published by the Term SOFR Administrator.

 

“U.S. Government Securities Business Day” means any day, other than: (a) a Saturday or a Sunday; or (b) any day on which SIFMA recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

 

2.            Payments; Ranking of the Note. Except as otherwise provided herein, all payments under this Note shall be made to the account that the Lender shall from time to time designate to the Issuer for such purpose. If any amounts under this Note become due and payable on a day that is not a Business Day, such amounts shall be paid on the next succeeding Business Day and interest shall continue to accrue until such amounts have been paid. All payments by the Issuer under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by applicable law. This Note shall rank senior in right of payment to all of the Issuer’s other existing and future indebtedness for borrowed money (collectively, “Subordinated Loans”) and all of the Issuer’s existing of future reimbursement or indemnification obligations related to bonds or similar surely obligations issued at the Issuer’s request (collectively, “Indemnification Obligations”). Issuer agrees to execute and deliver from time to time, any documents, instruments or agreements requested by Lender in order to confirm the ranking of this Note to any Subordinated Loan or Indemnification Obligation.

 

- 3 - 

 

 

3.            Principal Payments.

 

3.1            The principal amount of this Note (and all interest accrued under this Note and not paid), to the extent not previously repaid (including pursuant to Section 3.2 or Section 6) shall be due and payable in cash or other immediately available funds on the earlier of (i) June 28, 2025 (the “Maturity Date”) and (ii) the occurrence of an event constituting an Event of Default.

 

3.2            Issuer shall pay (or shall cause an Affiliate of Issuer to pay) monthly payments commencing on January 2, 2025 and thereafter on the last Business Day of each month (including the last Business Date of January 2025), to the extent of Issuer’s Available Cash existing on such payment date, and all such payments shall be treated as prepayments of the Note (and thereby reduce the unpaid principal amount due hereunder) pursuant to Section 6.

 

4.            Interest Payments.

 

4.1            Subject to Section 4.2 of this Note, the Issuer agrees that this Note shall bear interest on the outstanding principal amount thereof from and after the date of this Note at a rate per annum equal to the Interest Rate. The Issuer shall pay accrued interest on the unpaid balance of this Note monthly in arrears on the last Business Day of each month. All interest payable under this Note shall be paid in cash. Interest on this Note shall accrue from the date of this Note until repayment of the principal and payment of all accrued and unpaid interest in full. Interest shall be computed on the basis of a 360-day year and the number of actual days elapsed.

 

4.2            Upon the occurrence and during the continuance of an Event of Default under Section 5.1 of this Note, the principal balance of this Note shall bear interest at a rate equal to the amount set forth in Section 4.1 of this Note plus 2.50% per annum until such Event of Default is cured or waived. All such default interest shall be paid in cash.

 

4.3            In no event shall interest payable by the Issuer hereunder exceed the maximum rate permitted under applicable law, and if any such provision of this Note is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law.

 

4.4            For the avoidance of doubt, all payments pursuant to this Section 4 must be made in accordance with this Section 4 and are not subject to any testing of Available Cash.

 

5.            Defaults and Remedies.

 

5.1            Events of Default. Upon the occurrence of an Event of Default (as defined below), at the election and upon the declaration of the Lender (or automatically without any action of Lender if such Event of Default occurs pursuant to clauses (b) or (c) of this Section 5.1), the entire unpaid principal and accrued interest on this Note at the time of such Event of Default shall, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, be immediately due and payable. The following events shall be considered events of default with respect to this Note (individually, an “Event of Default” and collectively, “Events of Default”):

 

(a)            If the Issuer fails to pay any of the principal, interest or any other amounts payable under this Note within five (5) days after such amounts are due and payable;

 

- 4 - 

 

 

(b)            If the Issuer files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or seeks the appointment of a custodian, receiver, trustee (or other similar official) of the Issuer or all or any substantial portion of the Issuer’s assets, or makes any assignment for the benefit of creditors or takes any action in furtherance of any of the foregoing, or fails to generally pay its debts as they become due;

 

(c)            If an involuntary petition is filed, or any proceeding or case is commenced, against the Issuer (unless such proceeding or case is dismissed or discharged within sixty (60) days of the filing or commencement thereof) under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, liquidation or moratorium statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is applied or appointed for the Issuer or to take possession, custody or control of any property of the Issuer, or an order for relief is entered against the Issuer in any of the foregoing; or

 

(d)            If there is a Change of Control Transaction or an IPO.

 

5.2            Remedies. Upon the occurrence and during the continuation of an Event of Default, the Lender shall have then, or at any time thereafter, all of the rights and remedies afforded to creditors generally by the applicable federal Laws and/or the Laws of the State of Delaware at law, in equity or otherwise.

 

6.            Pre-payment. This Note cannot be prepaid, in whole or in part, prior to January 2, 2025 without the prior written consent of the Lender. Thereafter, this Note may be prepaid, in whole or in part, prior to the Maturity Date without the prior written consent of the Lender without any pre-payment penalties, and interest will no longer continue to accrue on any prepaid principal amounts from and including such date of pre-payment.

 

7.            Covenants. Until repayment of the principal and payment of all accrued and unpaid interest in full under this Note, Issuer shall not and shall cause its Affiliates to not: (a) acquire any property, plant, equipment or other material assets in excess of $250,000, other than the vacant land parcel located in Sparta, Illinois; (b) reserve for, declare, make or pay any dividends or distributions to any direct or indirect equityholder of the Issuer (other than dividends and distributions to holders of preferred equity of the Issuer and its Affiliates); or (c) enter into any transaction with any direct or indirect equityholder of the Issuer or its or their Affiliates.

 

8.            Transfers. This Note may be transferred only in compliance with applicable federal and state securities laws and only upon surrender of the original of this Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form reasonably satisfactory to the Lender. Thereupon, a new promissory note for like principal amount (or a portion thereof) and interest will be issued to, and registered in the name of, the transferee. Subject to the terms and conditions set forth herein, interest and principal are payable only to the registered holder of this Note. Notwithstanding the foregoing, the Lender and the Issuer hereby acknowledge and agree that neither this Note nor any portion hereof or interest herein may be transferred, except that this Note or any portion hereof or any interest herein may be transferred by the Lender to any Affiliate of the Lender.

 

- 5 - 

 

 

9.            Miscellaneous.

 

9.1            Representations and Warranties of Issuer.

 

(a)            The Lender represents and warrants to the Issuer that:

 

i.

The Lender is an “accredited investor” as defined in Rule 501(a) under the Act.

 

ii.

No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Act (a “Disqualification Event”) is applicable to the Lender or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Note, “Rule 506(d) Related Party” shall mean any individual, corporation, partnership, trust, limited liability company, association or other entity that is a beneficial owner of the Lender’s securities for purposes of Rule 506(d) of the Act.

 

(b)            The Issuer represents and warrants to the Lender that:

 

i.

The Issuer is a corporation duly formed, validly existing and in good standing under the laws of the State of Maryland, has all requisite power and authority to conduct its business as now conducted or presently contemplated and to make the borrowings evidenced by this Note.

 

ii.

This Note has been duly authorized by all necessary corporate action on the part of Issuer and constitutes a legal, valid and binding obligation of Issuer enforceable against Issuer in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

iii.

The execution, delivery and performance by Issuer of this Note will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien in respect of any property of such party under, any indenture, mortgage, deed of trust, loan, credit agreement, limited liability company agreement, corporate charter or by-laws, or any other material agreement, lease or instrument to which Issuer is bound or by which Issuer or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Entity applicable to Issuer or (iii) violate any provision of any statute or other rule or regulation of any Governmental Entity applicable to Issuer, except, solely with respect to clauses (ii) and (iii) above, where the failure to be in compliance with any of the foregoing could not reasonably be expected to result in a material adverse effect on the business, assets, property or condition, financial or otherwise, of Issuer.

 

- 6 - 

 

 

iv.

Immediately after the making of the loan hereunder, the Issuer is solvent.

 

v.

No Disqualification Event is applicable to the Issuer or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

 

9.2            Governing Law; Jurisdiction and Venue; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to choice or conflict of law principles of that or any other jurisdiction that would result in the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of, and venue in, the state courts located in the State of New York (or in the event of exclusive federal jurisdiction, the federal courts located in the Borough of Manhattan, New York, New York), in connection with any matter based upon or arising out of this Note or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of New York for such persons or entities. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether in contract, tort or otherwise) arising out of or related to this Note.

 

9.3            Successors and Assigns. This Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Nothing in this Note is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Note, except as expressly provided in this Note. Notwithstanding the foregoing, any transfer of this Note by the Issuer may be effected only in accordance with the provisions of this Note and the prior written consent of the Lender. The Lender shall be permitted to transfer or assign this Note to any commonly-controlled affiliate at its discretion upon its surrender to the Issuer for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form reasonably satisfactory to the Issuer. Thereupon, a new Note for the same principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note. The Lender and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, as well as all other terms and conditions contained in this Note, and agrees to comply with all such terms and conditions.

 

- 7 - 

 

 

9.4            Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

 

9.5            Entire Agreement; Amendments and Waivers. This Note constitutes the full and entire understanding and agreement between the parties hereto with regard to the subject matter hereof. The terms and provisions of this Note may be modified or amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Issuer and the Lender.

 

9.6            Delay or Omission; Waiver of Presentment. No delay or omission on the part of the Lender in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Lender, nor shall any delay, omission or waiver on any one (1) occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Issuer and every endorser or guarantor of this Note, regardless of the time, order or place of signing, hereby waives presentment, demand, protest and notices of every kind (including, without limitation, notices of dishonor) and assents to any permitted extension of the time of payment and to the addition or release of any other party primarily or secondarily liable hereunder.

 

9.7            No Rights as Equityholder, Member or Partner. Lender shall not, solely by virtue of this Note, have or exercise any rights as an equityholder, member or partner of the Issuer.

 

9.8            Severability. If any provision of this Note is held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

 

9.9            Expenses. The Issuer shall pay all fees, expenses and disbursements with respect to this Note. Notwithstanding the foregoing, if any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

 

9.10          Counterparts. This Note may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) instrument.

 

9.11          Electronic Signatures. Any signature page delivered electronically (including, without limitation, transmission by .pdf) shall be binding to the same extent as an original signature page.

 

9.12          No Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of deferment or advancement of loan proceeds, acceleration of maturity of the loan evidenced hereby, or otherwise, shall the amount paid or agreed to be paid to the Lender hereunder for the loan, use, forbearance or detention of money exceed the maximum interest rate permitted by the laws of the State of New York and the State of Delaware, to the extent such laws are applicable to this Note. If at any time the performance of any provision hereof involves a payment exceeding the limit of the price that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of the Issuer and the Lender that all payments under this Note be credited first to interest as permitted by law, but not in excess of (a) the agreed rate of interest set forth herein or (b) that permitted by applicable law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 9.12 shall never be superseded or waived and shall control every other provision of this Note.

 

- 8 - 

 

 

9.13          Notice. All notices required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand or by messenger addressed: (a) if to the Lender, at the address of such Lender set forth below (including any electronic mail (e-mail) address) or at such other address (including any electronic mail (e-mail) address) as Lender will have furnished to the Issuer in writing as the address to which notices are to be sent hereunder and (b) if to the Issuer to it at:

 

	Healthcare Trust, Inc.
	222 Bellevue Avenue
	Newport, RI 02840
	Attention: Chief Executive Officer
	Email: [e-mail]

 

With a copy to, which shall not constitute notice:

 

	Greenberg Traurig, LLP
	One Vanderbilt Avenue
	New York, NY 11017
	Attn: Joseph Herz
	Email: [e-mail]

 

All communications to the Lender shall be sent to the Lender’s address or such other contact information as set forth beneath its signature attached hereto.

 

Such communications must be sent to the respective parties at the addresses indicated herein (or at such other address or contact information as the relevant recipient may designate pursuant to the provisions of this Section 9.13). Each such notice or other communication shall for all purposes of this Note be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or, if sent by electronic mail, when sent to the electronic mail address set forth above or on file with the Issuer, as applicable. In the event of any conflict between the Issuer’s books and records and this Note or any notice delivered hereunder, the Issuer’s books and records will control absent fraud or manifest error.

 

9.14          Indemnification.

 

(a)            The Issuer shall pay, indemnify and hold the Lender and each of its past, present, and future servants, representatives, employees, affiliates, members, partners, predecessors, principals, administrators, trustees, successors, and assigns (collectively, “Affiliated Lender Parties”) harmless from and against any and all liabilities, obligations, claims, proceedings, decrees, losses, damages, penalties, actions, judgments, suits, costs, reasonable and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees and expenses) and disbursements of any kind or nature whatsoever arising out of, in connection with, or in any way relating to any conduct, act, omission, transaction or occurrence taken (or omitted to be taken) or occurring at any time under, pursuant or otherwise in relation to the powers granted by this Note, together with all claims, demands, obligations, suits, damages, levies, executions, judgments, debts, charges, actions, or causes of action, at law or in equity, whether arising by statute, common law, or otherwise, both direct and indirect, of whatever kind or nature, whether known or unknown (“Claims”) arising as a result thereof (including in connection with any Claim brought by the Issuer) (collectively, “Indemnified Liabilities”); provided that the Issuer shall have no obligation hereunder to the Affiliated Lender Parties with respect to Indemnified Liabilities arising from the willful misconduct, gross negligence or bad faith of the Affiliated Lender Parties.

 

- 9 - 

 

 

(b)            An Affiliated Lender Party shall, promptly after the receipt of notice of the commencement of any third party action or other proceeding against such Affiliated Lender Party in respect of an Indemnified Liability, notify the Issuer in writing of the commencement thereof; but the omission to so notify the Issuer shall not relieve the Issuer from any liability which it may have to such Affiliated Lender Party unless the Issuer has been materially prejudiced thereby. If an Affiliated Lender Party is entitled to indemnification under this Note with respect to any Indemnified Liability claim brought by a third party, the Issuer initially shall be entitled to assume and control the defense of such claim with counsel selected by the Issuer and reasonably satisfactory to such Affiliated Lender Party. Upon assumption and control by the Issuer of the defense of any such Indemnified Liability claim, the Affiliated Lender Party shall have the right to participate in such claim and to retain its own counsel, but the Issuer shall not be liable for any legal expenses of other counsel subsequently incurred by the Affiliated Lender Party in connection with the defense thereof, unless (i) the Issuer has agreed to pay such fees and expenses, (ii) in the reasonable opinion of counsel to such Affiliated Lender Party, there are or may be legal defenses available to such Affiliated Lender Party that are different from or additional to those available to the Issuer or (iii) in the reasonable opinion of counsel to such Affiliated Lender Party, any conflict or potential conflict exists between the Issuer and such Affiliated Lender Party that would make such separate representation advisable. The Issuer shall not consent to the terms of any compromise or settlement of any Indemnified Liability claim defended by the Issuer in accordance with the foregoing without the prior consent of the Affiliated Lender Party, which consent shall not be (i) unreasonably withheld, conditioned or delayed and (ii) required if such compromise or settlement imposes no liability or obligation on the Affiliated Lender Party.

 

[Signature Page Follows]

 

- 10 - 

 

 

IN WITNESS WHEREOF, the parties have executed this Senior Unsecured Promissory Note as of the date set forth above.

 

	ISSUER:
	Healthcare trust, inc.
	By:	/s/ Michael Anderson
	Name:	Michael Anderson
	Title:	Chief Executive Officer

 

[Signature Page to Senior Unsecured Promissory Note]

 

 

 

 

	LENDER:
	AR GLOBAL INVESTMENTS, LLC
	By:	/s/ Nicholas Schorsch
	Name:	Nicholas Schorsch
	Title:	Authorized Signatory
	Address:
	222 Bellevue Avenue
	Newport, RI 02840
	Attention: General Counsel
	Email: [e-mail];
	[e-mail]
	with a copy (which shall not constitute notice) to:
	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, NY 10019
	Attention: Jeffrey D. Marell, Megan Ward Spelman
	E-mail: [e-mail];
	[e-mail]

 

[Signature Page to Senior Unsecured Promissory Note]

 

 

 

 

Exhibit 10.2

 

Execution Version

 

EMPLOYMENT AGREEMENT
BETWEEN
HEALTHCARE TRUST, INC. AND
MICHAEL ANDERSON

 

This Employment Agreement (the “Agreement”), entered into on September 25, 2024, and effective as of the Effective Date (as defined below), is by and between Healthcare Trust, Inc., a Maryland corporation and real estate investment trust (the “Company” or “HTI”), and Michael Anderson (the “Executive”) (each of them being referred to as a “Party” and together as the “Parties”). The “Effective Date” shall be the date on which the transactions (the “Transaction”) contemplated by that certain Merger Agreement are consummated. “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 6, 2024, by and among HTI and HTI Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of HTI, on the one hand and Healthcare Trust Advisors, LLC, a Delaware limited liability company (“Advisor”), and AR Global Investments, LLC, a Delaware limited liability company (“Advisor Parent”), on the other hand, as amended, modified, supplemented or restated from time to time.

 

WHEREAS, the Company and the Executive desire to memorialize the terms of the Executive’s employment relationship with the Company effective as of the Effective Date on the terms and conditions set out below.

 

NOW, THEREFORE, the Company and the Executive, in consideration of the respective covenants set out below, hereby agree as follows:

 

1.             EMPLOYMENT.

 

(a)            Position(s). The Executive shall be employed as the Chief Executive Officer (“CEO”) of the Company. The Executive shall work primarily out of the Company’s offices located in New York, New York or his home office or remotely; provided, however, that the Executive understands and agrees that reasonable travel, at the Company’s cost, as applicable, may be required from time to time for business reasons, including working from the Company’s New York, New York offices when requested by the Board.

 

(b)            Duties. The Executive shall report directly to the board of directors of the Company (the “Board”), and the Executive’s principal duties and responsibilities shall be consistent with his position. At all times during the Term (as defined below), the Executive shall adhere in all material respects to all of the Company’s policies, rules and regulations governing the conduct of its employees that apply to the Executive and have been previously provided to him, including without limitation, any compliance manual, code of ethics, employee handbook or other policies adopted by the Company from time to time; provided, however, that in any conflict between this Agreement and any policies, rules or regulations, this Agreement shall control.

 

1

 

 

(c)      Extent of Services.      Except for illnesses and vacation periods, the Executive shall devote a substantial majority of his business time and attention and his best efforts to the performance of his duties and responsibilities under this Agreement, and consistent with the time and effort customary for chief executive officers of publicly-traded companies. Notwithstanding the foregoing, the Executive may (i) participate or hold directorships in charitable, academic or community activities, and in trade or professional organizations, (ii) hold directorships on other companies (subject to the prior written consent of the Board, not to be unreasonably withheld, delayed or conditioned) and (iii) manage his and/or his family’s personal investments; provided that all of the Executive’s activities outside of the Executive’s duties to the Company, individually or in the aggregate, comply with the Company’s conflict of interest practices. Notwithstanding the foregoing, the Executive shall be permitted to make other investments and the Executive shall be permitted to continue his existing relationships and business interests (including, without limitation, continuing to be a partner in entities to which he is currently a partner) and other activities, to the extent permitted under Sections 7 and 8 of this Agreement. Notwithstanding anything to the contrary in this Section 1(c), none of the Executive’s activities outside of the Executive’s duties to the Company shall be permitted to the extent such activities materially interfere with the performance of the Executive’s duties and responsibilities to the Company as provided under this Agreement.

 

2.             TERM. This Agreement and the Executive’s employment shall be effective as of the Effective Date and shall continue in full force and effect thereafter until the third anniversary of the Effective Date (the “Initial Term”); and may be extended, by written agreement between the Company and Executive, for additional renewal terms (each, a “Renewal Term”) as mutually agreed between the parties (the last day of the Initial Term and each such Renewal Term is referred to herein as a “Term Date”), unless the Executive’s employment is sooner terminated pursuant to Section 5. For purposes of this Agreement (and, for the avoidance of doubt, the non-competition and non-solicitation provisions set forth in Section 8 below), “Term” shall mean the actual duration of the Executive’s employment hereunder, taking into account any extensions pursuant to this Section 2 or early termination of employment pursuant to Section 5. For the avoidance of doubt, if the Merger Agreement is terminated in accordance with its terms and the Transaction is not consummated, then this Agreement shall be null and void ab initio and of no force and effect without any liability to any party hereto or to any other person.

 

3.             COMPENSATION.

 

(a)            Base Salary. The Company shall pay the Executive a base salary (the “Base Salary”), which shall be payable in periodic installments according to the Company’s normal payroll practices. For the Term, the Base Salary shall be at the annual rate of eight hundred thousand dollars ($800,000). The Executive’s Base Salary shall be reviewed annually by the Board or its Compensation Committee (the “Compensation Committee”) and the Board or Compensation Committee may, but shall not be required to, adjust the Base Salary upwards during the Term and the Base Salary shall not be decreased.

 

(b)            Annual Bonus. The Executive shall be eligible to receive an annual bonus for each completed calendar year during the Term (each an “Annual Bonus”), payable in cash, based on the achievement of the criteria and goals reasonably established and administered by the Board or Compensation Committee. The Executive shall be entitled to earn a target Annual Bonus opportunity of 135% of Executive’s Base Salary (the “Target Annual Bonus”). Depending on results, the Executive’s actual Annual Bonus may be higher or lower than the Target Annual Bonus, as determined by the Compensation Committee, but for calendar years 2024 and 2025, Executive’s Annual Bonus shall be not less than the Target Annual Bonus. The Annual Bonus for a fiscal year shall be paid as soon as possible following the end of the fiscal year, but in no event later than March 15^th of the year following the year to which the Annual Bonus relates. Other than as set forth in Section 6, the Executive must be employed by the Company or an affiliate of the Company on the date Annual Bonus is paid to be eligible to receive the Annual Bonus for such year.

 

2

 

 

(c)            Signing Bonus. On or as soon as practicable following the Effective Date, the Company will pay to the Executive a lump sum cash signing bonus equal to $400,000 (the “Signing Bonus”). In the event that the Executive’s employment is terminated by the Company for Cause or the Executive resigns without Good Reason, in either case prior to December 31, 2025, the Executive shall, upon such termination, repay to the Company the full amount of the Signing Bonus.

 

(d)            Long-Term Incentive Award. Subject to Executive’s continued employment through the grant date, Executive shall be eligible to receive long-term equity incentive awards on an annual basis at the Compensation Committee’s discretion, the grants of which are expected to occur in the first quarter of the applicable year. For fiscal year 2025, the long-term incentive awards shall have a target grant date fair value of no less than $1,800,000 and shall be made as soon as practicable following shareholder approval of an omnibus equity incentive plan (the “Plan”), subject to the timing requirements described herein to determine the number of shares and units to be awarded. The fiscal year 2025 long-term equity incentive awards shall be granted to Executive as an award of time-based restricted common stock of the Company (the “Time-Based Award”) and an award of performance-based restricted stock units (“RSUs”) relating to common stock of the Company (the “Performance-Based Award” and, together with the Time-Based Award, the “2025 Awards”) at the discretion of the Compensation Committee. No less than fifty percent (50%) of the 2025 Awards shall be a Time-Based Award. The number of time-based restricted shares of common stock granted for fiscal year 2025 shall be based on the Company’s volume-weighted average price for the sixty (60)-days following the Company’s listing on a public stock exchange; subsequent time-based restricted shares of common stock shall be based on the Company’s five (5)-day closing stock price prior to the date of grant. The number of performance-based RSUs granted for fiscal year 2025 shall be based on the Monte-Carlo or similar third-party valuation that is required for GAAP purposes. The performance objectives and other terms and conditions of the 2025 Performance-Based Award will be reasonably determined by the Board or the Compensation Committee in good faith. The 2025 Time-Based Award will vest ratably on an annual basis over a three (3)-year period commencing on the Effective Date, subject to Executive’s continuous employment through the applicable vesting dates (except as otherwise provided in Section 6(a), (b), (c) of this Agreement). The 2025 Awards will be granted under, and will be subject to, the terms of the Company’s Plan and award agreements. If the Company’s shareholders do not approve the Plan at the Company’s annual shareholder meeting in Fiscal 2025 (“Annual Meeting”), then the 2025 Awards will be deemed granted and automatically convert into a deferred cash based award equal to at least $1,800,000 with one third (equal to $600,000) vesting and payable on the last day of each of fiscal year 2025, fiscal year 2026 and fiscal year 2027 respectively, subject to Executive’s continued employment through the applicable vesting date.

 

3

 

 

(e)            One-Time Internalization Equity Award. As soon as practicable following shareholder approval of the Plan, Executive will be granted an award of time-based restricted common stock of the Company with a grant date fair value of two million dollars ($2,000,000) based on the Company’s most recent net asset value prior to the Effective Date (the “Internalization Award”). Subject to Executive’s continuous employment through the applicable vesting date (except as otherwise provided in Section 6(a), (b), (c) of this Agreement), the Internalization Award will vest in ratable annual installments over a three (3)-year period commencing on the Effective Date. The Internalization Award will be granted under, and will be subject to, the terms of the Plan and an award agreement. Notwithstanding the foregoing, if the Plan is not approved by the Company’s shareholders at the Annual Meeting, the Internalization Award will be deemed granted and will, automatically convert into a deferred cash based award equal to $2,000,000 with one third ($666,666.67) vesting and payable on the each of the first three anniversaries of the Effective Date, subject to Executive’s continued employment through the applicable vesting date.

 

4.             BENEFITS.

 

(a)            Vacation. The Executive shall be entitled to five (5) weeks paid vacation per full calendar year, which shall accrue in accordance with the Company’s vacation policy as in effect from time to time.

 

(b)            Sick and Personal Days. The Executive shall be entitled to sick and personal days pursuant to Company policy.

 

(c)            Employee Benefit Plans. The Executive will be eligible for and entitled to participate in any Company sponsored employee benefit plans maintained for the Company’s employees, including but not limited to benefits such as group health, life and long-term disability insurance and a 401(k) plan, as such benefits may be offered from time to time, on a basis no less favorable than that applicable to other similarly situated executives of the Company. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

 

(d)            Other Benefits.

 

(i)            INDEMNIFICATION; DIRECTORS AND OFFICERS INSURANCE. The Company shall, consistent with the terms below, indemnify the Executive for all costs, charges, damages, or expenses incurred or sustained by the Executive in connection with any demand, action, suit, or proceeding (“Claims”) to which the Executive may be made a party by reason of the Executive being or having been an officer, director, or employee of the Company, or any of their affiliates, to the maximum extent permitted by New York law. The Executive’s right to indemnification from the Company pursuant to the preceding sentence does not apply, however, to any Claim (other than a derivative Claim) brought by the Company, against the Executive, or by the Executive against the Company, (excluding any Claim brought in defense of an indemnifiable Claim or to enforce any right to indemnification as contemplated in the previous sentence.). For the avoidance of doubt, nothing in this Section 4(d) shall limit any right to indemnity the Executive may have under the organizational documents or By-Laws of the Company. The Executive shall notify the Company within five (5) business days of any Claim, and the Company shall be entitled to assume the defense with counsel selected by the Company; provided, however, that the Executive shall have the right to employ counsel to represent him (at the Company’s expense) if Company counsel would have a conflict of interest (as determined by Company counsel) in representing both the Company and the Executive. The Company agrees to advance fees and expenses reasonably incurred by the Executive in connection with any Claim if it has chosen not to assume the defense of that Claim or if the Executive retains separate counsel because the Company’s counsel has determined there is a conflict of interest. The Executive agrees to cooperate with the Company’s efforts to obtain insurance coverage, or to get indemnified or recovery from another source, for any costs, charges, damages, or expenses incurred in the Executive’s defense. During the Term, the Executive shall continue to be entitled to directors and officers insurance coverage for his acts and omissions while serving as an officer of the Company on a basis no less favorable to the Executive than the coverage provided generally to the other officers and trustees of the Company. Additionally, after any termination of employment of the Executive for any reason, for a period through the sixth anniversary of the termination of employment, the Company shall maintain directors and officers insurance coverage for the Executive covering his acts or omissions while an officer of the Company on a basis no less favorable to the Executive than the coverage generally provided to then-current officers and trustees.

 

4

 

 

(ii)            EXPENSES, OFFICE AND SECRETARIAL SUPPORT. The Executive shall be entitled to reimbursement of all reasonable business expenses, in accordance with the Company’s policy as in effect from time to time and on a basis no less favorable than that uniformly applicable to other senior executives of the Company (provided that the Executive shall be entitled to reimbursement for business class travel), including, without limitation, telephone, lodging, parking and reasonable entertainment expenses incurred by the Executive in connection with the business of the Company, promptly after the presentation by the Executive of appropriate documentation. The Company shall provide the Executive with the technology and support for Zoom, Teams and similar web based conference capabilities in the New York offices as well as at his home residence. The Executive shall also receive appropriate office space, administrative support, and such other facilities and services as are suitable to the Executive’s positions and adequate for the performance of the Executive’s duties in the Company’s New York offices.

 

(iii)            CONTINUING EDUCATION AND PROFESSIONAL DEVELOPMENT. The Company shall pay for the professional licenses of the Executive in all states in which he is licensed, and shall reimburse the Executive for all reasonable and customary costs incurred in his complying with any continuing education requirements required to maintain his license(s).

 

5.             TERMINATION. Notwithstanding any other provision of this Agreement to the contrary, the employment of the Executive by the Company and this Agreement shall terminate immediately upon his death, the Company shall have the right to and may, in the exercise of its discretion, terminate the Executive at any time by reason of Disability, or with Cause or without Cause, and the Executive shall have the right to and may, in the exercise of his discretion, Voluntarily Resign for any reason his employment during the Term, subject to the provisions set forth below:

 

(a)            The employment of the Executive by the Company shall terminate immediately upon death of the Executive or immediately upon the giving of written notice by the Company to the Executive of his termination due to Disability. As used in this Agreement, “Disabled” shall mean the Executive is unable to perform his duties hereunder due to any sickness, injury or disability for a consecutive period of one hundred eighty (180) days or an aggregate of six (6) months in any twelve (12)-consecutive month period. A determination of “Disabled” shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to Disabled shall be binding on all parties, and which cost, in any such case, shall be paid entirely by the Company. The appointment of one or more individuals to carry out the offices or duties of the Executive during a period of the Executive’s inability to perform such duties and pending a determination of Disabled shall not be considered a breach of this Agreement by the Company.

 

5

 

 

(b)            With Cause. The employment of the Executive by the Company shall terminate at the election of the Company immediately upon the giving of written notice by the Company to the Executive of his termination with Cause, subject to the terms of this Section 5(b). For purposes of this Agreement, the term “Cause” means that the Executive: (1) has been convicted of, or entered a plea of guilty or “nolo contendere” to, a felony (excluding any felony relating to the negligent operation of an automobile) or a misdemeanor involving moral turpitude or fraud, whether or not connected with the business of the Company, (2) has committed fraud, embezzlement or willful misappropriation of funds or property of the Company, (3) has failed to substantially perform (other than by reason of illness or temporary disability) his reasonably assigned material duties hereunder, including but not limited to duties consistent with the Executive’s position as are assigned by the Board after the date of this Agreement, (4) has engaged in willful misconduct or gross negligence in the performance of his duties, (5) has engaged in conduct that violated the Company’s then existing written internal policies or procedures that apply to the Executive and were provided to him prior to the violation and which is or could reasonably be expected to be detrimental to the business or reputation of the Company, or (6) has breached any material term or provision of this Agreement, including, but not limited to, Sections 7 or 8 of this Agreement, or any non-competition in effect between the Executive and the Company, provided, however, that in the case of clauses (3), (4), (5) and, to the extent curable, clause (6) above “Cause” shall not exist unless the Executive fails to remedy to the reasonable satisfaction of the Board such act, omission or condition, within thirty (30) days after the Executive receives from the Board written notice that sets forth in reasonable detail the basis for the Board’s belief that “Cause” exists; and in the event of termination pursuant to this Section 5(b), notwithstanding anything in this Agreement to the contrary, except as set forth in Section 6(c), no payments under Section 3(b) through (e) shall be payable to Executive.

 

(c)            Without Cause; Voluntary Resignation. The employment of the Executive by the Company and this Agreement shall terminate at the election of the Company without Cause, and at the election of the Executive for any reason other than Good Reason or the non-renewal of the Initial Term or any Renewal Term in each case by the Executive (“Voluntary Resignation”), in either case upon thirty (30) days prior written notice to the Executive or the Company, as the case may be.

 

6

 

 

(d)            Good Reason. The employment of the Executive shall terminate at the election of the Executive for Good Reason subject to the terms of this Section 5(d). For purposes of this Agreement, “Good Reason” means any of the following occurring without Executive’s consent: (i) any reduction in the amount of the Base Salary payable or Target Annual Bonus; (ii) any change in Executive’s title or material diminution in Executive’s responsibilities in a manner which is materially inconsistent with the position Executive holds (including, without limitation, a change in reporting structure); (iii) the Company’s requiring Executive to be based at any location other than as specified in this Agreement that materially increases Executive’s commute; (iv) any material breach by the Company of any material term or provision of the Agreement; (v) failure to require any successor of the Company to assume and perform the Agreement; or (vi) failure to nominate Executive to the Board; provided, however, that none of the events described in the foregoing clauses shall constitute Good Reason unless Executive has notified the Company in writing describing the events that constitute Good Reason within thirty (30) calendar days following the first occurrence of such events and then only if the Company fails to cure such events within thirty (30) calendar days after the Company’s receipt of such written notice, and Executive shall have terminated Executive’s employment with the Company within thirty (30) calendar days following the expiration of such cure period.

 

(e)            Non-renewal. This Agreement and the Executive’s employment shall terminate at a Term Date if either the Executive or the Company notifies the other party of its non-renewal of this Agreement not later than ninety (90) days prior to such Term Date by providing written notice to the other party of such party’s intent not to renew (“Non-renewal”).

 

(f)            Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination pursuant to death) shall be communicated by written Notice of Termination to the other party hereto in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

 

(g)            Date of Termination. The “Date of Termination” shall mean (i) if the Executive’s employment is terminated by his death, the date of his death, (ii) if the Executive’s employment is terminated pursuant Disability or for Cause, the date of delivery of the Notice of Termination unless otherwise specified in such notice, (iii) the applicable Term Date if termination is due to a notice of Non-renewal, and (iv) if the Executive’s employment is terminated for any other reason, the date the Executive ceases performing services as an employee of the Company.

 

7

 

 

6.             EFFECTS OF TERMINATION.

 

(a)            Death or Termination by the Company for Disability. If the employment of the Executive should terminate during the Term due to his death or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or his estate, if applicable):

 

(i)            any earned and accrued but unpaid installment of Base Salary through the Date of Termination payable in accordance with the Company’s normal payroll practices;

 

(ii)            reimbursement for any unreimbursed business expenses incurred through the Date of Termination in accordance with Sections 4(e) and 14(l)(ii);

 

(iii)            all other applicable payments or benefits to which the Executive shall be entitled under, and paid or provided in accordance with, the terms of any applicable arrangement, plan or program under Section 4(d) through the Date of Termination (collectively, Sections 6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), shall be hereafter referred to as the “Accrued Benefits”);

 

(iv)            any accrued but unpaid Annual Bonus for the year prior to the year of termination;

 

(v)            accelerated vesting of all unvested time-based vesting shares of equity or equity based awards (including, without limitation, any deferred cash based award that was granted or was scheduled to be granted) (collectively, the “Vesting Benefits”) (for the avoidance of doubt, performance-based equity or equity based awards shall be governed by the terms of the applicable award agreement, provided that such performance based awards shall continue to remain outstanding until the end of the applicable performance period and Executive shall vest in a pro rata portion of such performance based awards based on the length of time Executive was employed during the performance period multiplied by the actual performance for the entire period (with any subjective performance measures with respect to executive’s performance measured at target); and

 

(vi)            a pro-rated Annual Bonus for the year in which the Date of Termination occurs, payable at the time and in the manner set forth in Section 3(b) (the “Pro Rata Incentives”).

 

(b)            Termination by the Company without Cause or by the Executive for Good Reason. If the employment of the Executive should terminate during the Term at the election of the Company without Cause or by the Executive for Good Reason and other than pursuant to Section 6(a) above), then, the Company shall pay or provide to the Executive:

 

(i)               the Accrued Benefits;

 

(ii)              any accrued but unpaid Annual Bonus for the year prior to the year of termination;

 

(iii)             the Pro Rata Incentives;

 

(iv)            the Vesting Benefits;

 

8

 

 

(v)            if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by the Executive for himself and his dependents until the earliest of (i) the eighteen (18)-month anniversary of the Date of Termination, (ii) the date Executive is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which Executive receives substantially similar coverage from another employer or other source, provided, however, if the Company’s making such reimbursement payments would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this provision in a manner as is necessary to comply with the ACA; and

 

(vi)            subject to Sections 6(e) and 15(l)(iv) and (v), the Company shall pay Executive cash severance (the “Severance Amount”) equal to the Severance Multiple times the sum of (A) Executive’s then-current Base Salary (disregarding any reduction in Base Salary not approved by Executive) and (B) Executive’s Target Annual Bonus for the then-current calendar year. If the termination described in this Section 6(a) does not occur during the Change in Control Period, the Severance Amount will be paid in equal installments in accordance with the normal payroll practice of the Company over the 24-month period following the Date of Termination, with such installment payments beginning within sixty (60) days following the Date of Termination (with the first payment to include any installment payments that would have been made during such 60-day period if payments had commenced on the Date of Termination). If the termination described in this Section 4(b) occurs during the Change in Control Period, the Severance Amount will be paid in a lump sum within sixty (60) days following the Date of Termination. For purposes of this Agreement, the term “Severance Multiple” means (i) 2.0x if the Severance Amount is payable under Section 6(b) on account of termination that does not occur during the Change in Control Period and (ii) 3.0x if the Severance Amount is payable under Section 6(b) on account of a termination that occurs during the Change in Control Period.

 

For purposes of this section, “Change in Control” means the occurrence of any of the following after the Effective Date:

 

(i)            the direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person;

 

(ii)            the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, as of the beginning of any consecutive twelve (12)-month period, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the twelve (12)-month period or whose appointment, election or nomination for election was previously so approved or recommended;

 

(iii)            a Person becomes the “beneficial owner” (as used in Rule 13d-3 under the Exchange Act) of 50% or more of the total voting power of the stock of the Company;

 

9

 

 

(iv)            the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company if, immediately after the consummation of such transaction, the shareholders of the Company immediately prior thereto do not own, directly or indirectly, either outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction; or

 

(v)            approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

 

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of any transaction or series of integrated transactions immediately following which the shareholders of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in a Person that owns all or substantially all of the voting securities or assets of the Company immediately following such transaction or series of transactions.

 

For purposes of this Agreement, “Change in Control Period” means the period beginning on the date of a Change in Control and ending on the eighteen (18)-month anniversary of the date of the Change in Control.

 

(c)            By the Company for Cause, or Voluntary Resignation by the Executive. In the event that the Executive’s employment is terminated during the Term by the Company for Cause, the Company shall pay the Executive only the Accrued Benefits, and the Company shall have no further obligations to the Executive under this Agreement and the Executive shall forfeit all right, title and interest in any vested and unvested portions of the Executive interests. In the event that the Executive’s employment is terminated during the Term by a Voluntary Resignation, the Company shall pay the Executive: (i) the Accrued Benefits, and (ii) the Pro Rata Incentives (pursuant to the terms of Section 6(a)(vi) above). For the avoidance of doubt, the Executive’s Voluntary Resignation shall not be deemed to waive any right to damages or other compensation the Executive may be entitled to in law or in equity due to breach by the Company of the terms or provisions of this Agreement.

 

(d)            By the Executive or the Company due to Non-renewal. If the employment of the Executive should terminate during the Term or on the Term Date either at the election of the Executive due to Non-renewal or because the Company and Executive mutually agree to not enter into a Renewal Term, then the Company shall pay or provide to the Executive only the Accrued Benefits and the Company shall have no further obligations to the Executive under this Agreement. If the employment of the Executive should terminate at the election of the Company due to Non-renewal, then, such termination shall be treated as a termination by the Company without Cause and the Executive shall be entitled to receive the pay and benefits as set forth in Section 6(b) and the Accrued Benefits.

 

10

 

 

(e)            Release. Payments by the Company required under this Section 6 following termination or expiration of the Executive’s employment for any reason (other than payments of the Accrued Benefits) shall be conditioned on and shall not be payable unless the Company receives from the Executive within sixty (60) days of the Date of Termination a fully effective and non-revocable written release in form attached as Annex A to this Agreement (the “General Release”), which, for the avoidance of doubt, shall not contain any post-employment restrictions other than as contained herein, and shall not release any rights to indemnification, any Severance Payments, or other vested or accrued benefits under any other benefit plan in which the Executive participates that are due and payable on and after the Date of Termination or rights with respect to vested equity or equity based awards.

 

(f)            Termination of Authority. Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

 

7.             Confidential Information.

 

(a)            During and following the Executive’s employment with the Company, the Executive shall keep secret and retain in confidence, and will not use for the benefit of the Executive or others except in connection with the business and affairs of the Company and its affiliates, all Confidential Information. For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or affairs of the Company and its affiliates, including, without limitation, all business information (whether or not in written form) which relates to the Company or its affiliates, or their equityholders, customers, suppliers or contractors or any other third parties in respect of which the Company or its affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to Executive prior to Executive’s involvement with the Company or its affiliates or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company or its affiliates, except that Executive may disclose information concerning such dispute to (i) the court that is considering such dispute or to (ii) Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute).

 

(b)            Executive further agrees that Executive shall not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and shall not bring onto the premises of the Company or its affiliates any unpublished documents or any property belonging to any Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or other Person.

 

11

 

 

(c)            The Parties agree that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other governmental entity. The Parties further agree that this Agreement does not limit Executive’s ability to communicate with any governmental entity or otherwise participate in any investigation or proceeding that may be conducted by any governmental entity, including providing documents or other information or making disclosures that are protected under the whistleblower provisions of applicable law or regulation, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to any governmental entity. It is acknowledged and agreed that the Executive shall not be restricted from disclosing Confidential information to the extent necessary in connection with the Executive’s employment or provision of services to the Company.

 

8.             COVENANTS.

 

(a)            Non-Competition. The Executive shall not, directly or indirectly, at any time during the Term or during the twelve (12) month period following the Date of Termination (the “Restricted Period”):

 

(i)            have any ownership interest in a Competitor other than a passive investment of no more than 5% of the outstanding equity or debt securities of a Competitor; or

 

(ii)            engage in or perform services (whether as an employee, consultant, proprietor, partner, director or otherwise) for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services Executive performed for the Company during his employment with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which Executive was involved during his employment with the Company or about which he had access to Confidential Information during his employment with the Company. As used in this section, “Competitor” means: (i) any public (traded or non-traded) real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business involves investing in, owning, managing, advising or operating healthcare properties of the type owned by the Company if owned by the Company as of the date of termination, whether directly or indirectly through joint ventures; and (ii) any entity whose principal place of business is in the United States and that advises (including any external advisor) public (traded or non-traded) real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business involves investing in, owning, managing, advising or operating healthcare properties of the type owned by the Company if owned by the Company, whether directly or indirectly through joint ventures.

 

(b)            Non-Solicitation of Employees. The Executive shall not, directly or indirectly, at any time during the Term or during the Restricted Period:

 

12

 

 

(i)            solicit, induce, recruit or encourage any of the Company’s employees, consultants or independent contractors or any Person who provides services to the Company to terminate or reduce their employment or other relationship with the Company;

 

(ii)            hire any individual who is (or was, within the 6-month period immediately preceding such hiring) an employee, exclusive consultant, or exclusive independent contractor of the Company; or

 

(iii)            attempt to do any of the foregoing;

 

Notwithstanding the foregoing, the provisions of this Section 8(b) shall not be violated by (A) general advertising or solicitation not specifically targeted at Company-related Person or hiring a respondent to such advertising or solicitation or (B) actions taken by any Person with which Executive is associated if Executive is not personally involved in any manner in the matter and has not identified such Company-related Person for soliciting or hiring.

 

For purposes of this Agreement, “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

 

(c)            Non-Solicitation of Customers. The Executive shall not, directly or indirectly, at any time during the Term or during the Restricted Period, (i) solicit, entice, or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (ii) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company. Notwithstanding the foregoing, nothing in this subsection 8(c) shall prohibit Executive from accepting a business relationship with a Customer that is not solicited within the meaning of this subsection 8(c) so long as Executive is not acting in violation of the provisions of Section 8(a) above. As used in this Section 8(c), “Customer” means any Person to which the Company provided products or services (or was invested in products offered by the Company), and with which Executive or any person reporting directly to Executive had contact on behalf of the Company, within the last twelve (12) months of his employment with the Company.

 

(d)            Non-Disparagement. At any time during the Restricted Period and thereafter, Executive shall not, directly or indirectly, disparage, criticize or otherwise make derogatory statements regarding the Company or any of its affiliates or their respective successors, directors or officers. Following the Date of the Termination, the Company shall instruct its officers to not directly or indirectly, disparage, criticize or otherwise make derogatory statements regarding the Employee with respect to any of his respective past or present activities. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

 

(e)            Acknowledgement. The Executive acknowledges that he will acquire much Confidential Information concerning the past, present and future business of the Company as the result of his employment, as well as access to the relationships between the Company and its clients and employees. The Executive further acknowledges that the business of the Company is very competitive and that competition by him in that business during his employment, or after his employment terminates, would severely injure the Company. The Executive understands and agrees that the restrictions contained in this Section 8 are reasonable and are required for the Company’s legitimate protection, and do not unduly limit his ability to earn a livelihood.

 

13

 

 

(f)            Rights and Remedies upon Breach. The Executive acknowledges and agrees that any breach by him of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates, under law or in equity (including, without limitation, the recovery of damages):

 

(i)            the right and remedy to seek to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

 

(ii)            the right and remedy to seek to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits derived or received by him solely as the result of any transactions constituting a breach of the Restrictive Covenants.

 

(g)            If any court or arbitrator of competent jurisdiction determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration, scope of activities or geographical scope of such provision, then, after such determination, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

 

9.             INTELLECTUAL PROPERTY. The Executive shall promptly disclose to the Company or any successor or assign, and grant to the Company and its successors and assigns without any separate remuneration or compensation other than that received by him in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or business plans or opportunities, or any other intellectual property of any type or nature whatsoever (“Intellectual Property”), developed by him during the period of, and in connection with, his employment by the Company and whether developed by him during or after business hours, or alone or in connection with others, that is in any way related to the business of the Company, its successors or assigns. This provision shall not apply to books or articles authored by the Executive during non-work hours, consistent with his obligations under this Agreement, so long as such books or articles (a) are not funded in whole or in part by the Company, and (b) do not contain any Confidential Information or Intellectual Property of the Company. The Executive agrees, at the Company’s expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Company, and cooperate fully and assist the Company in any litigation or other proceedings involving any such Intellectual Property.

 

14

 

 

10.            EQUITABLE RELIEF. The Executive acknowledges and agrees that, notwithstanding anything herein to the contrary, including without limitation Section 11 hereof, upon any breach by the Executive of his obligations under Sections 7, 8 or 9 hereof, the Company will have no adequate remedy at law, and accordingly shall be immediately entitled to specific performance and other appropriate injunctive and equitable relief in a court of competent jurisdiction.

 

11.           ALTERNATIVE DISPUTE RESOLUTION (“ADR”) POLICY AND PROCEDURE.

 

(a)            Coverage. Except as otherwise expressly provided in this Agreement, and to the fullest extent permitted by law, this ADR Policy and Procedure is the sole and exclusive method by which the Executive and the Company are required to resolve any and all disputes arising out of or related to the Executive’s employment with the Company or the termination of that employment, each of which is referred to as “Employment-Related Dispute”, including, but not limited to, disputes arising out of or related to any of the following subjects:

 

·              Compensation or other terms or conditions of the Executive’s employment; or

 

·              Application or enforcement of any Company program or policy to the Executive; or

 

·              Any disciplinary action or other adverse employment decision of the Company or any statement related to the Executive’s employment, performance or termination; or

 

·              Any policy of the Company or any agreement between the Executive and the Company; or

 

·              Disputes over the arbitrability of any controversy or claim which arguably is or may be subject to this ADR Policy and Procedure; or

 

·              Claims arising out of or related to any current or future federal, state or local civil rights laws, fair employment laws, wage and hour laws, fair labor or employment standards laws, laws against discrimination, equal pay laws, wage and salary payment laws, plant or facility closing or layoff laws, laws in regard to employment benefits or protections, family and medical leave laws, and whistleblower laws, including by way of example, but not limited to, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, the Equal Pay Act of 1963, the Fair Labor Standards Act of 1938, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and the Employee Retirement Income Security Act of 1978, as they have been or may be amended from time to time; or

 

15

 

 

·               Any other dispute arising out of or related to the Executive’s employment or its termination.

 

(b)            Step 1: Negotiation. The Executive and the Company shall attempt in good faith to negotiate a resolution of any Employment-Related Dispute.

 

(c)            Step 2: Mediation. If an Employment-Related Dispute cannot be settled through negotiation and remains unresolved fifteen (15) days after it is asserted, the Executive or the Company may submit the dispute to mediation and the parties shall attempt in good faith to resolve the dispute by mediation, under the mediation procedure of JAMS or the American Arbitration Association (“AAA”). The choice of the JAMS or AAA mediation procedure shall be made by the party initiating mediation. Unless the Parties agree otherwise in writing, the mediation shall be conducted by a single mediator, and the mediator shall be selected from an appropriate JAMS or AAA panel pursuant to the JAMS or AAA rules, respectively. The mediation shall be conducted in New York City, New York. The cost of the mediator’s professional fees and expenses and any reasonable administrative fee will be paid by the Company, and each Party shall bear its own attorneys’ fees and costs of the mediation.

 

(d)            Step 3: Binding Arbitration. If an Employment-Related Dispute cannot be settled through mediation and remains unresolved the shorter of forty-five (45) days after the appointment of the mediator or five (5) days after the aforementioned first mediation hearing, the Executive or the Company may submit the dispute to arbitration and the dispute shall be settled in arbitration by a single arbitrator in accordance with the applicable rules for arbitration of employment disputes of JAMS or the AAA in effect at the time of the submission to arbitration. The choice of JAMS or AAA arbitration rules shall be made by the Party initiating arbitration. The arbitration shall be kept confidential and shall be conducted in the city and state of the Executive’s primary Company office at the time of the arbitration or as of the Date of the Termination. The arbitrator shall not have the authority to alter or amend any lawful policy, procedure or practice of the Company or agreement to which the Company is a party or the substantive rights or defenses of either Party under any statute, contract, constitution or common law. Each Party shall be responsible for its own attorneys’ fees and other costs, fees and expenses, if any, with respect to its conduct of the arbitration. The administrative cost of the arbitration, including any reasonable administrative fee and arbitrator’s fees and expenses, shall be shared equally and paid by the Parties. The arbitrator is expressly empowered to award reasonable attorneys’ fees and expenses to the prevailing party as well as all other remedies to which either party would be entitled if the dispute were resolved in court. The decision and award of the arbitrator is final and binding. The arbitrator shall promptly issue a written decision in support of his/her award. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction, and the award may be confirmed and enforced in any such court. The Federal Arbitration Act shall govern the application and enforcement of the provisions of this Section 11.

 

(e)            Provisional Remedies. The Executive or the Company may file a complaint or commence a court action to obtain an injunction to enforce the provisions of this ADR Policy and Procedure, or to seek a temporary restraining order or preliminary injunction or other provisional relief to maintain the status quo or in aid of or pending the application or enforcement of this ADR Policy and Procedure. In the event of such complaint or action, the parties shall continue to participate in good faith in this ADR Policy and Procedure.

 

16

 

 

(f)            Administrative Agencies. Nothing in this ADR Policy and Procedure is intended to prevent the Executive from filing a complaint or charge with any administrative agency, including, but not limited to, the Equal Employment Opportunity Commission and the National Labor Relations Board.

 

(g)            At-Will Employment/Waiver of Jury or Court Trial. This ADR Policy and Procedure does not alter the terms and conditions of the Executive’s employment pursuant to this Agreement. Nothing in this ADR Policy and Procedure limits in any way the Executive’s right or the Company’s right to terminate the Executive’s employment at any time consistent with the terms of the Agreement. This ADR Policy and Procedure does not require the Executive or Company to start the arbitration process before taking action of any kind, including without limitation the termination of the Executive’s employment. This ADR Policy and Procedure waives any right that the Executive or the Company may have to a jury trial or a court trial of any Employment-Related Dispute (except as provided above in Sections 10 or 11(e) for a court to issue provisional or equitable remedies).

 

(h)            ADR Agreement and Savings Provision.

 

(i)            The Executive and the Company agree that this ADR Policy and Procedure shall mandatorily apply and be the sole and exclusive method by which both the Executive and the Company are required to resolve any and all Employment-Related Disputes, to the fullest extent permitted and not prohibited or restricted by law.

 

(ii)            Should any provision of this ADR Policy and Procedure be held invalid, illegal or unenforceable, the Executive and the Company agree that it shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this ADR Policy and Procedure shall remain in full force and effect. The Executive and the Company further agree that the provisions of this ADR Policy and Procedure shall be deemed severable and the invalidity or enforceability of any provision of the Agreement shall not affect the validity or enforceability of the provisions of this Section 11.

 

12.            COOPERATION IN FUTURE MATTERS. The Executive hereby agrees that for a period of eighteen (18) months following his termination of employment, he shall cooperate fully with the Company’s reasonable requests relating to matters that pertain to the Executive’s employment by the Company, including, without limitation, providing information or limited consultation as to such matters, participating in legal proceedings, investigations or audits on behalf of the Company, or otherwise making himself reasonably available to the Company for other related purposes. Any such cooperation shall be performed at scheduled times taking into consideration the Executive’s other commitments and all reasonable out of pocket costs incurred by the Executive shall be fully paid by the Company. The Executive shall not be required to perform such cooperation to the extent it conflicts with any requirements of exclusivity of services for another employer or otherwise, nor in any manner that in the good faith belief of the Executive would conflict with his rights under or ability to enforce this Agreement.

 

17

 

 

13.           RETURN OF PROPERTY. On the date of the Executive’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Executive will promptly return all property belonging to the Company or any of its affiliates.

 

14.           GENERAL.

 

(a)            Notices. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified in writing to the other party hereto, in accordance with this Section 14(a).

 

If to the Company, to:	540 Madison Ave.
	27th Floor
	New York, NY 10019
	Attn: General Counsel

 

If to the Executive, at his last residence shown on the records of the Company,

 

(b)            Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

 

(c)            Waivers.

 

(i)            No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

 

(ii)            Except as expressly set forth in this Agreement, Executive shall not be entitled to and the Company shall not be responsible to the Executive for any remuneration or benefits on behalf of Executive’s services to the Company, his employment or the termination of such employment.

 

(d)            Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

 

(e)            Assigns. This Agreement shall be binding upon and inure to the benefit of the Company’s successors and assigns and the Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. This Agreement shall not be assignable by the Executive, it being understood and agreed that this is a contract for the Executive’s personal services. This Agreement shall be assignable by the Company, to a successor to the Company’s business or assets, upon notice to the Executive. When assigned to a successor, the assignee shall assume this Agreement and expressly agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of such an assignment and the Company shall be released of all obligations hereunder. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets that executes and delivers the assumption agreement described in the immediately preceding sentence or that becomes bound by this Agreement by operation of law.

 

18

 

 

(f)            Entire Agreement. This Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof and may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Company (other than the Executive).

 

(g)            Governing Law. This Agreement and the performance and enforcement hereof shall be construed and governed in accordance with the laws of the State of New York without regard to any choice of law or conflict of law principles, rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

 

(h)            Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. Whenever any word is used herein in one gender, it shall be construed to include the other gender, and any word used in the singular shall be construed to include the plural in any case in which it would apply and vice versa.

 

(i)            Payments and Exercise of Rights after Death. Any amounts payable hereunder after the Executive’s death shall be paid to the Executive’s designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution. The Executive may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation, by notice to the Company making specific reference to this Agreement. If no designated beneficiary survives the Executive or the Executive fails to designate a beneficiary for purposes of this Agreement prior to his death, all amounts thereafter due hereunder shall be paid, as and when payable, to his spouse, if he or she survives the Executive, and otherwise to his estate.

 

(j)            Consultation with Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement, and that the Executive’s execution of this Agreement is knowing and voluntary.

 

(k)            Withholding. Any payments provided for in this Agreement shall be paid net of any applicable income tax withholding required under federal, state or local law.

 

19

 

 

(l)            Section 409A.

 

(i)            Although the Company does not guarantee the tax treatment of any payments under the Agreement, the intent of the Parties is that the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”) and to the maximum extent permitted the Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.

 

(ii)            Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.

 

(iii)            For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company.

 

(iv)            Notwithstanding any other provision of this Agreement to the contrary, if at the time of Executive’s separation from service (as defined in Code Section 409A), Executive is a “Specified Employee”, then solely to the extent required by Code Section 409A, the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

 

20

 

 

(v)            Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the Executive’s employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits.

 

(m)            Section 280G. Notwithstanding any provision of this Agreement, if any portion of the payments or benefits under this Agreement, or under any other agreement with the Executive or plan of the Company or its affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would result in the imposition on the Executive of an excise tax under Section 4999 of the Code (the “Excise Tax”), then the Total Payments to be made to the Executive shall either be (i) delivered in full, or (ii) delivered in such amount so that no portion of such Total Payments would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax). The determination required by this section shall be made by a national accounting firm (after taking into account any mitigation provisions including reasonable compensation and valuation of any restrictive covenants), and the Executive shall cooperate in good faith with the Company in making such determination and providing any necessary information for this purpose.

 

(n)            Survival. Notwithstanding anything in this Agreement or elsewhere to the contrary, the provisions of Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive the termination of this Agreement.

 

21

 

 

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

Healthcare Trust, Inc.

 

By:	/s/ Scott Lappetito
Name:	Scott Lappetito
Title:	Chief Financial Officer

 

Executive

 

By:

/s/Michael Anderson

Michael Anderson

 

 

 

 

Annex A: Form of General Release

 

[See attached.]

 

 

 

 

ANNEX A

 

GENERAL RELEASE AND WAIVER AGREEMENT

 

This General Release and Waiver Agreement (the “General Release”) is made as of the day of ___________________________, 20_ by ___________________________ (the “Executive”),

 

WHEREAS, the Executive and Healthcare Trust, Inc., a Maryland corporation and real estate investment trust (the “Company”) have entered into an Employment Agreement (the “Agreement”) dated as of September 25, 2024, that provides for certain compensation and severance amounts upon the Executive’s termination of employment; and

 

WHEREAS, the Executive has agreed, pursuant to the terms of the Agreement, to execute a release and waiver in the form set forth in this General Release in consideration of the Company’s agreement to provide the compensation and severance amounts upon his termination of employment set out in the Agreement; and

 

WHEREAS, the Executive has incurred a termination of employment effective as of ___________________________, 20_;

 

WHEREAS, the Company and the Executive desire to settle all rights, duties and obligations between them, including without limitation all such rights, duties, and obligations arising under the Agreement or otherwise out of the Executive’s employment by the Company; and

 

WHEREAS, capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Agreement.

 

 

 

 

NOW THEREFORE, intending to be legally bound and for good and valid consideration the sufficiency of which is hereby acknowledged, the Executive agrees as follows:

 

1.             RELEASE. In consideration of the Agreement and for the payments to be made pursuant to the Agreement:

 

(a)            Executive knowingly and voluntarily releases, acquits and forever discharges the Company, and any and all of its past and present owners, parents, affiliated entities, divisions, subsidiaries and each of their respective stockholders, members, predecessors, successors, assigns, managers, agents, directors, officers, employees, representatives, attorneys, employee benefit plans and plan fiduciaries, and each of them (collectively, the “Releasees”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, damages, causes of action, suits, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, against them which the Executive or any of his heirs, executors, administrators, successors and assigns (“Executive Persons”) ever had, now has or at any time hereafter may have, own or hold by reason of any matter, fact, or cause whatsoever from the beginning of time up to and including the effective date of this General Release (hereinafter referred to as the “Executive’s Claims”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor or civil rights laws including, without limitation, the federal Civil Rights Acts of 1866, 1871, 1964 and 1991, the Rehabilitation Act, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, as amended by, inter alia, the Older Workers Benefit Protection Act of 1990, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, as they may be or have been amended from time to time, and any and all other federal, state or local laws, regulations or constitutions covering the same or similar subject matters; and (ii) any and all other of the Executive’s Claims arising out of or related to any contract, any and all other federal, state or local constitutions, statutes, rules or regulations, or under any common law right of any kind whatsoever, or under the laws of any country or political subdivision, including, without limitation, any of the Executive’s Claims for any kind of tortious conduct (including but not limited to any claim of defamation or distress), breach of the Agreement, violation of public policy, promissory or equitable estoppel, breach of the Company’s policies, rules, regulations, handbooks or manuals, breach of express or implied contract or covenants of good faith, wrongful discharge or dismissal, and/or failure to pay in whole or part any compensation, bonus, incentive compensation, overtime compensation, severance pay or benefits of any kind whatsoever, including disability and medical benefits, back pay, front pay or any compensatory, special or consequential damages, punitive or liquidated damages, attorneys’ fees, costs, disbursements or expenses, or any other claims of any nature; and all claims under any other federal, state or local laws relating to employment, except in any case to the extent such release is prohibited by applicable federal, state and/or local law.

 

(b)            The Executive acknowledges that he is aware that he may later discover facts in addition to or different from those which he now knows or believes to be true with respect to the subject matter of this Release, but it is his intention to fully and finally forever settle and release any and all matters, disputes, and differences, known or unknown, suspected and unsuspected, which now exist, may later exist or may previously have existed between himself and the Releasees or any of them, and that in furtherance of this intention, the Executive’s general release given herein shall be and remain in effect as a full and complete general release notwithstanding discovery or existence of any such additional or different facts.

 

(c)            Executive represents that he has not filed or permitted to be filed and will not file against the Releasees, any claim, complaints, charges, arbitration or lawsuits and covenants and agrees that he will not seek or be entitled to any personal recovery in any court or before any governmental agency, arbitrator or self-regulatory body against any of the Releasees arising out of any matters set forth in Section 1(a) hereof. If Executive has or should file such a claim, complaint, charge, grievance, arbitration, lawsuit or similar action, he agrees to remove, dismiss or take similar action to eliminate such claim, complaint, charge, grievance, arbitration, lawsuit or similar action within five (5) days of signing this General Release. Excepted from the foregoing is any claim, charge, lawsuit, or similar matter filed with the Securities and Exchange Commission.

 

 

 

 

(d)            Notwithstanding the foregoing, this General Release is not intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission (hereinafter referred to as the “EEOC”) in connection with any claim he believes he may have against the Company. However, Executive hereby agrees to waive the right to recover money damages in any proceeding he may bring before the EEOC or any other similar body or in any proceeding brought by the EEOC or any other similar body on his behalf. This General Release does not limit Executive’s right to receive a reward from a government-administered reward program for providing information directly to the Securities and Exchange Commission.

 

(e)            This General Release does not release, waive or give up any claim for workers’ compensation benefits, indemnification or director’s and officer’s liability insurance rights, any Accrued Benefits, Severance Payments, vested retirement or welfare benefits he is entitled to under the terms of the Company’s retirement and welfare benefit plans, any other vested shares, equity or benefits (including rights with respect to vested equity or equity based awards held by the Executive) or indemnification arrangements, as in effect from time to time, any right to unemployment compensation that Executive may have, or his right to enforce his rights under the Agreement and this General Release.

 

2.             CONFIRMATION OF OBLIGATIONS. Executive hereby confirms and agrees to his continuing obligation under the Agreement after termination of employment not to directly or indirectly disclose to third parties or use any Confidential Information (as defined in the Agreement) that he may have acquired, learned, developed, or created by reason of his employment with the Company.

 

3.             CONFIDENTIALITY; NO COMPETITION; NONSOLICITATION.

 

(a)            Executive hereby confirms and agrees to his confidentiality, nonsolicitation, non-competition, and dispute resolution obligations pursuant to the Agreement, and hereby confirms and agrees to his duty of loyalty and fiduciary duty to the Company under applicable statutory or common law.

 

(b)            The Executive and the Company each agree to keep the terms of this General Release confidential and shall not disclose the fact or terms to third parties, except as required by applicable law or regulation or by court order or, as to the Company, in the normal course of its business; provided, however, that Executive may disclose the terms of this General Release to members of his immediate family, his attorney or counselor, and persons assisting him in financial planning or tax preparation, provided these people agree to keep such information confidential.

 

4.             NO DISPARAGEMENT. The Executive agrees not to disparage the Company, and the Company shall instruct its officers to not disparage the Executive, including making any statement or comments or engaging in any conduct that is disparaging toward the Company (including the Releasees and each of them) or the Executive, as the case may be, whether directly or indirectly, by name or innuendo; provided, however, that nothing in this General Release shall restrict communications protected as privileged under federal or state law to testimony or communications ordered and required by a court, in arbitration or by an administrative agency of competent jurisdiction, or limit the Executive’s ability to communicate with or participate in any investigation or proceeding (including by providing documents or other information, without notice to the Company) regarding possible violations of federal securities laws that may be conducted by the U.S. Securities and Exchange Commission, the U.S. Department of Justice, U.S. Consumer Financial Protection Bureau or the U.S. Commodity Futures Trading Commission.

 

 

 

 

5.            REMEDIES FOR BREACH. In the event that either Party breaches, violates, fails or refuses to comply with any of the provisions, terms or conditions or any of the warranties or representations of this Agreement (the “Breach”), in its sole discretion the non-breaching Party shall recover against the breaching Party damages, including reasonable attorneys’ fees, accruing to the non-breaching Party as a consequence of the Breach. Regardless of and in addition to any right to damages the non-breaching Party may have, the non-breaching Party shall be entitled to injunctive relief. The provisions of Paragraphs 1, 2, 3 and 4 hereof are material and critical terms of this Agreement, and the Executive agrees that, if he breaches any of the provisions of these paragraphs, the Company shall be entitled to injunctive relief against the Executive regardless of and in addition to any other remedies which are available.

 

6.            NO RELIANCE. Neither the Executive nor the Company is relying on any representations made by the other (including any of the Releasees) regarding this General Release or the implications thereof.

 

7.            MISCELLANEOUS PROVISIONS.

 

(a)            This General Release contains the entire agreement between the Company and the Executive and supersedes any and all prior agreements, arrangements, negotiations, discussions or understandings between the Parties relating to the subject matter hereof. No oral understanding, statements, promises or inducements contrary to the terms of this General Release exist. This General Release cannot be changed or terminated orally. Should any provision of this General Release be held invalid, illegal or unenforceable, it shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this General Release shall be enforceable and remain in full force and effect.

 

(b)            This General Release shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs and assigns.

 

(c)            This General Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflict of law, principles, rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

 

(d)            This General Release may be executed in any number of counterparts each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

 

 

 

 

8.             EFFECTIVE DATE/REVOCATION. The Executive may revoke this General Release in writing at any time during a period of seven (7) calendar days after his execution of this General Release (the “Revocation Period”) by notifying the Company’s General Counsel via email. This General Release shall be effective and enforceable automatically on the date of actual receipt by the Chief Operating Officer of the Company of the Certificate of Non-Revocation of the General Release Agreement (the form of which is attached hereto as Attachment A) executed and dated by the Executive at least one (1) calendar day after expiration of the Revocation Period (the “Effective Date”). The Agreement is deemed revoked unless the Executive signs and delivers to the General Counsel of the Company within five (5) calendar days after the Revocation Period, the Certificate of Non-Revocation of the General Release Agreement. If the Executive timely revokes this General Release, no severance or any other payment conditioned on the effectiveness of this General Release pursuant to the Agreement or otherwise shall be due or payable by the Company to the Executive.

 

9.             ACKNOWLEDGEMENT. In signing this General Release, the Executive acknowledges that:

 

(a)            The Executive has read and understands the Agreement and the General Release and the Executive is hereby advised in writing to consult with an attorney prior to signing this General Release;

 

(b)            The Executive has consulted with his attorney, and he has signed the General Release knowingly and voluntarily and understands that the General Release contains a full and final release of all of the Executive’s Claims;

 

(c)            The Executive is aware and is hereby advised that the Executive has the right to consider this General Release for twenty-one (21) calendar days before signing it (or in the event of a group termination program forty-five (45) days), and that if the Executive signs this Agreement prior to the expiration of the twenty-one (21) calendar days (or 45 days, if applicable), the Executive is waiving the right freely, knowingly and voluntarily;

 

(d)            No changes to this General Release, whether material or immaterial, will restart the consideration period provided in Paragraph 9(c), above;

 

(e)            The Executive is not waiving or releasing any claims arising after the date Executive executes this General Release; and

 

(f)            The General Release is not made in connection with an exit incentive or other employee separation program offered to a group or class of employees.

 

IN WITNESS WHEREOF, the Executive has executed this General Release as of the day and year first above written.

 

 

 

 

ATTACHMENT A

 

CERTIFICATE OF NON-REVOCATION
OF THE GENERAL RELEASE AGREEMENT

 

I hereby certify and represent that seven (7) calendar days have passed since the Parties signed the General Release and Waiver Agreement, dated as of _________________, 20___ (the “General Release”), and that I have NOT exercised my right to revoke that General Release pursuant to the Older Workers Benefit Protection Act of 1990 or any other provision of law. I understand that the Company and the other Releasees on behalf of themselves and their subsidiaries and affiliates, in providing me with payments and/or benefits under the General Release, are relying on this Certificate, and that I can no longer revoke the General Release.

 

			, 20__
Executive		Date of Execution by Executive

 

IMPORTANT:

 

This Certificate should be signed, dated and returned to General Counsel no earlier than on the eighth (8th) calendar day after the General Release is executed by both Parties, and no later than on the fifth (5th) calendar day (inclusive of said 8th calendar day) thereafter.

 

 

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

Healthcare Trust, Inc. Announces Completion of Management Internalization

 

-    Completed Previously Announced Internalization of Management

-    Rebranding to National Healthcare Properties, Inc.

-    Announces Strategic Initiatives for Future Growth

 

New York, New York — September 30, 2024 — Healthcare Trust, Inc. (Nasdaq: HTIA / HTIBP) (the “Company”) today announced the successful completion of its previously announced internalization of management, marking a pivotal moment in the Company’s evolution. This strategic move is expected to result in annual savings exceeding $25 million in general and administrative (G&A) expenses and enhance governance and shareholder alignment as the Company evaluates a potential public listing.

 

As part of this transformative process, the Company is also rebranding itself as National Healthcare Properties, Inc. to better reflect its strategic vision and continued commitment to excellence in the healthcare real estate sector. The Company believes this rebranding aligns with its goal to position itself for long-term growth and value creation for its shareholders.

 

In conjunction with the internalization and rebranding, the Company has executed a 4-for-1 reverse stock split to potentially enhance its stock’s marketability and liquidity. The reverse stock split is designed to better align the Company’s share price with industry peers and facilitate greater investor interest as National Healthcare Properties, Inc. prepares for future opportunities.

 

To further support its strategic initiatives, the Company has engaged BMO Capital Markets Corp. as its financial advisor to assist it in the evaluation of a potential public listing of its shares of common stock.

 

The Company will continue to be led by Michael Anderson, who has been appointed to the board of directors and remains as Chief Executive Officer, and Scott Lappetito, who continues as Chief Financial Officer. The Company believes that their strong leadership will guide National Healthcare Properties, Inc. through this exciting new chapter and ensure the organization is well-prepared to capitalize on growth opportunities within the healthcare real estate sector.

 

 

 

 

“We are thrilled to announce the completion of our management internalization and the rebranding of our Company, National Healthcare Properties, Inc.,” said Michael Anderson. “This is a significant milestone that we believe enhances our operational efficiency, further aligns our governance structure with that of our publicly traded peers, and positions us for future growth. We look forward to working with BMO Capital Markets as we explore the potential for a public listing of our common stock and continue to build a robust portfolio of healthcare properties.”

 

For further information, please contact:

 

National Healthcare Properties, Inc.

332-258-8770

[e-mail]

 

About National Healthcare Properties, Inc.

 

National Healthcare Properties, Inc. (“NHP”) is a publicly registered real estate investment trust focused on acquiring a diversified portfolio of healthcare real estate, with an emphasis on seniors housing and outpatient medical facilities, located in the United States. Additional information about NHP can be found on its website at nhpreit.com.

 

Important Notice

 

The statements in this press release that are not historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 a number of risks, uncertainties and other factors, many of which are outside of NHP’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 (i) the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on NHP, NHP’s tenants, NHP’s operators and the global economy and financial markets, and (ii) that any potential future acquisitions by NHP are subject to market conditions and capital availability and may not be identified or completed on favorable terms, if at all, as well as those risks and uncertainties set forth in the Risk Factors section of NHP’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 15, 2024, as amended by the Form 10-K/A filed on March 22, 2024, and all other filings with the Securities and Exchange Commission (“SEC”) after that date, as such risks, uncertainties and other important factors may be updated from time to time in NHP’s subsequent filings with the SEC. Further, forward-looking statements speak only as of the date they are made, and NHP 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 over time, unless required to do so by law.

 

 

 

Cover	Sep. 25, 2024
Entity Addresses [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39153
Entity Registrant Name	National Healthcare Properties, Inc.
Entity Central Index Key	0001561032
Entity Tax Identification Number	38-3888962
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	540 Madison Ave, 27th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	415-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Healthcare Trust, Inc.
Series A Cumulative Redeemable Perpetual Preferred Stock [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	HTIA
Security Exchange Name	NASDAQ
Series B Cumulative Redeemable Perpetual Preferred Stock [Member]
Entity Addresses [Line Items]
Title of 12(b) Security	7.125% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share
Trading Symbol	HTIBP
Security Exchange Name	NASDAQ
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	222 Bellevue Ave.
Entity Address, City or Town	Newport
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02840

---