Item 1.01. Entry into a Material Definitive Agreement.

On May 24, 2023, Healthcare Trust, Inc. (the "Company"), through certain subsidiaries (collectively, the "Borrowers") of its operating partnership, Healthcare Trust Operating Partnership, L.P. (the "OP"), entered into a non-recourse Loan Agreement (the "Loan Agreement"), with (i) Barclays Capital Real Estate Inc., (ii) Société Générale Financial Corporation and (iii) KeyBank National Association (each individually, a "Lender," and collectively, the "Lenders"), in the aggregate amount of $240 million (the "Loan"). In connection with the Loan Agreement, the OP entered into a Guaranty Agreement (the "Guaranty") and an Environmental Indemnity Agreement (the "Environmental Indemnity") for the benefit of the Lenders.

The Loan is secured by, among other things, first priority mortgages on the Borrowers' interests in 62 medical office buildings. The Loan has a 10-year term and is interest-only at a fixed rate of 6.453% per year. The Loan Agreement requires the Company to pay interest on a monthly basis with the principal balance due on the maturity date of June 6, 2033. The Loan Agreement requires the OP to comply with certain covenants, including, among other things, a requirement to maintain at all times a combination of cash and cash equivalents totaling at least $12.5 million.

The Company may prepay the Loan, in whole (or in part, subject to the satisfaction of the partial release conditions in Section 2.5.2 of the Loan Agreement) at any time after one year from closing, with no less than thirty days prior written notice to Lender, subject to a pre-payment premium equal to the Yield Maintenance Premium (as defined in the Loan Agreement). In addition, following the earlier of May 24, 2026 and the date that is two years after the securitization of the Loan, the Borrowers may prepay the Loan utilizing Defeasance as provided for in the Loan Agreement. Notwithstanding the foregoing, the loan may be prepaid at par during the final six months of the Loan term.

At the closing of the Loan, the Company applied approximately $196 million of the Loan proceeds to repay and terminate the Company's existing credit facility (the "Credit Facility"). The Company also terminated its interest rate swap contracts that formerly hedged interest rate changes under the Credit Facility. The remaining proceeds of approximately $39 million (after the payment of Loan closing costs and reimbursement of deposits) are available for general corporate purposes, subject to the terms of the Loan Agreement. Additionally, by terminating the Credit Facility, the Company is no longer subject to certain restrictive covenants under the credit agreement.

Pursuant to the Guaranty, the OP has (i) guaranteed the full repayment of the Loan in the case of certain major defaults by a Borrower or the OP, including bankruptcy, and (ii) indemnified the Lenders against losses, costs or liabilities related to certain other "bad boy" acts of any Borrower or the OP, including fraud, willful misconduct, bad faith, and gross negligence. Pursuant to the Environmental Indemnity, the OP and the Borrowers have indemnified the Lenders against losses, costs or liabilities related to certain environmental matters.

The descriptions in this Current Report on Form 8-K of the Loan Agreement, the Guaranty and the Environmental Indemnity are summaries and are qualified in their entirety by the terms of the Loan Agreement, the Guaranty and the Environmental Indemnity. Copies of the Loan Agreement, the Guaranty and the Environmental Indemnity are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Credit Facility is incorporated herein by reference.

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

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On May 31, 2023, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for 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. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.        Description
  10.1       Loan Agreement, dated as of May 24, 2023, among the borrower entities
           party thereto, Barclays Capital Real Estate Inc., Société Générale
           Financial Corporation, and KeyBank National Association.
  10.2       Guaranty Agreement, dated as of May 24, 2023, by Healthcare Trust
           Operating Partnership, L.P. in favor of Barclays Capital Real Estate
           Inc., Société Générale Financial Corporation, and KeyBank National
           Association.
  10.3       Environmental Indemnity Agreement, dated as of May 24, 2023, by
           Healthcare Trust Operating Partnership, L.P. and the borrower entities
           party thereto, for the benefit of Barclays Capital Real Estate Inc.,
           Société Générale Financial Corporation, and KeyBank National
           Association.
  99.1       Press Release dated May 31, 2023
104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL

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