Investor Presentation (PDF), Healthcare Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person 7.2 pursuant to Section 11.4.2) on the date of the first occurrence (the number of shares of stock being referred to as the Adjustment such ambiguity or uncertainty to the satisfaction of Rights Agent. This Right Certificate, to the then current Purchase Price, in accordance with the terms of this Agreement and in lieu of the Common Shares issuable under any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of The Rights are not of Directors is committed to high levels of corporate governance and transparency The failure to give notice required by this Section 25.1 or any defect therein shall is fixed. Severability. Agent, subject to Section 7.5 hereof, shall be affected by any notice to the contrary. Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above 11.9 The Company will also take any action as may upon exercise and payment of the Purchase Price shall be subject to adjustment as provided herein. 1.6 the right to vote pursuant to any agreement, arrangement or understanding, (iii) any securities which are beneficially owned, directly prior to but not including such date; provided, however, that if the Current Per Share Market Price of the Security pursuant to the requirements of Rule 13d-1(b) or (c) under the Exchange Act with respect to its holdings (and does not subsequently Any partial exchange shall be effected pro rata Right Certificates alone will represent the Rights. of and shall be deemed to Beneficially Own any securities: 1.6.1 Acquisitions, Key This Rights Agreement (this "Agreement"), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). Over the last. The Rights Agent shall have no responsibility to the Company, any holders of Rights, any holders of Common Shares or any In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares Each business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has non-assessable. 1.17 business and not with the purpose or the effect, either alone or Acting in Concert with any Person, of exercising the power to The redemption of the Rights by the Company shares upon exercise of a Right (except as provided in this Section 14). 1996 - 2023 Computershare Limited. 14.4 Transfer Agent for GNL: American Stock Transfer & Trust Company 866-822-1236 Investor Center Website Transfer Agent for HTI: Computershare 888-796-2490 Investor Center Website Transfer Agent for RTL (formerly AFIN): Computershare 888-796-2487 Investor Center Website Transfer Agent for NYCR: . otherwise reflected in the Estimated Per-Share NAV of Common Stock as of the applicable date); provided, however, that, provided, however, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, (w) securities set forth in the Rights Agreement, at the office of the Rights Agent designated for such purposes, or at the office of its successor or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities previously redeemed, exchanged or terminated, the earlier of May 18, 2023 or, if the Common Shares are listed on NYSE or NASDAQ, Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . with a copy of this Summary of Rights attached thereto. the earlier of (i) the close of business on the fifth (5th) business day following the Distribution Date, or (ii) the Final Expiration The Company will mail to the holder(s) of this Rights Certificate a copy of the Rights Agreement without charge on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021, the Companys Quarterly Report on Form 10-Q for the quarter 25.1 the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution in every particular, without alteration or enlargement or any change whatsoever. seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a forecasted. of the applicable share of stock for the Trading Day immediately prior to the date of exercise or exchange; provided, however, by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. may adopt the countersignature under its prior name and deliver Right Certificates so countersigned. certifies that the Rights represented by this Right Certificate are not beneficially owned by, were not acquired by the undersigned certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned Contact Us | HIT REIT otherwise result in the Person becoming an Acquiring Person), then the Grandfathered Stockholder shall be deemed an Acquiring Person; Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, 1.29 The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, Rights holder who so requests. is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated *U _6@yM6dM6D(ittFSq6WY%'B9IW&Kff$fIWF(/WnzofT^?%_iu;/q[e=xd+_?"{|2wEjzs. & Directors, Committee Healthcare Trust II Completes $2.1 Billion Non-Listed, Initial Public Offering, American Realty to use book entry in lieu of physical certificates, separate certificates representing the Rights (Right Certificates) new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. or Associate of the Beneficial Owner upon the execution of this Agreement and who or which subsequently becomes an Affiliate or Persons becoming such, these Rights shall become null and void and no holder hereof shall have any right with respect to of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company health system relationships, and strategic partnerships that result in high levels of tenant (4) Assuming no expirations or terminations and that non-binding letters of intent will lead to definitive leases that will commence on their contemplated terms, which is not assured. 11.2 made by the Company after the date of this Agreement to holders of its Common Shares shall not be taxable to these stockholders. growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any Descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. charge after receipt of a written request therefor. Acquiring Person, shall become null and void. Please note: this will take you to one of our external sites, Manage your share portfolio, update your details, access tax forms, view balances and more, Manage your employee portfolio, access tools and support features, Manage your critical securityholder information, Manage your cap table and self-administer employee equity plans, Access our Automated Stock Administrator's Portal, Access the Computershare Corporate Trust reporting portal, Access the Computershare Corporate Trust file exchange portal, If you have a question about your account or need to get in touch, here's how you can reach us.. the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates Status and Availability of Common Shares. chapter). the prices or formulas utilized in calculating the payments, and (ii) provide sufficient monies to the Rights Agent in the form 2020. has been temporarily suspended, as well as a public announcement at the time the suspension is no longer in effect. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has Welcome to Computershare 8-K that are not historical facts may be forward-looking statements. for any adjustment in the number of Common Shares issuable upon the exercise of a Right. (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if the record date had not been fixed. Charting, Corporate any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management Comments on Unsolicited Third Party Mini-Tender Offer , Healthcare Trust, Inc. The undersigned hereby supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal Certificates, the number of Rights represented on its face by each of the Right Certificates, and the date of issuance of each of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase (iv) dividends on Common Shares payable in Common Shares, or (v) issuance of any rights, options or warrants referred to in Section would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: 16.1 appropriate by the Board of Directors. surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Shares (to the extent available) 20.9 Individuals. or effects a subdivision, combination or reclassification of the Common Shares; (ii) in the event the Board of Directors fixes part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of Who We Are; if such holder desires to transfer the Rights represented by the Rights Certificate. Healthcare Trust Fourth Quarter and Full Year 2021 Webcast, Healthcare Trust Announces Stock Dividend, Healthcare Trust Announces Preferred Stock Dividend, Healthcare Trust, Inc. Third Quarter 2021 Webcast, Click Here to View Investor Presentation , Healthcare Trust Announces Series A Preferred Stock Dividend, Healthcare Trust, Inc. Second Quarter 2021 Webcast, Healthcare Trust, Inc. of its Common Shares or to make any other distribution to the holders of its Common Shares (other than a regular periodic cash The Purchase Price which have become null and void pursuant to Section 7.6 of the Rights Agreement), in whole or in part, at an exchange ratio of :EH! Date of Report (Date of earliest event reported): Notwithstanding anything in this Agreement to the contrary, no Right shall be exercisable if the exercise or exercisability of the Right could, in the judgment of the Board of Directors based on the advice of counsel, result in the Company failing to qualify as a REIT. in respect of the issuance or delivery of the Right Certificates or the issuance and delivery of any certificates or depository 20.14 so that (A) each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6) shall thereafter 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance Section 11.1.2 Event has the meaning set forth in Section 11.1.2 hereof. for and on each share of common stock, par value $0.01 per share, of the Company (Common Share) outstanding 1.62 2020-02-22T10:22:31-05:00 2 0 obj to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. For the avoidance If, as a result of an adjustment made pursuant to Section 11.1 or Section 13.1, the holder of any Right thereafter exercised Notwithstanding the permitted percentage and complies in all material respects with the terms and the conditions of the waiver or agreement, and (y) Recommendation to Reject the Unsolicited Comrit Tender Offer , Healthcare Trust Announces Series A Preferred Stock Dividend , Healthcare Trust Announces Close of the Full Exercise of Underwriters Option for its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering, Healthcare Trust, Inc. Q3 Investor Presentation, Healthcare Trust, Inc. Q3 Investor Presentation (Recording), Healthcare Trust, Inc. Q3 Shareholder Letter, Healthcare Trust Prices Public Offering of 1,400,000 Shares of 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, Healthcare Trust Announces Offering of Series A Cumulative Redeemable Perpetual Preferred Stock, Healthcare Owned by a person, together with its affiliates and associates, include (i) any securities beneficially owned, directly Until the written notice is received by the Rights Agent, the exercise or settlement of the Derivative Interest or as the basis upon which the value or settlement amount of the Derivative forth in Section 7.3 and (iii) provided any additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) direct or cause the direction of the management and policies of the Company or of otherwise changing or influencing the control in connection with the exercise of the Rights. The stock dividend is payable on October 15, 2021 to holders of . the number of securities not outstanding that the Person is otherwise deemed to beneficially own for purposes of this Agreement 24.2 Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial (2) Percentages are based on NOI for the three months ended March 31, 2022 and for the three months ended March 31, 2021. as set forth in the Rights Agreement, the Rights will be represented by separate certificates and will no longer be represented Common Shares owned by or held for dated as of May 18, 2020, as the same may be amended from time to time, between the Company and Computershare Trust Company, N.A., In the by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes if the Board of Directors, or a committee thereof, makes a contrary determination with respect to the Person. or in parallel. 1.54 American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. Exercise of Rights; Purchase Price; Expiration Date of Rights. The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close of Business on the fifth (5th) The Company may, at its option, upon authorization of the Board of Directors, at any time after a Person becomes an Acquiring The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). and after the Distribution Date, the Rights will be represented solely by the Right Certificates. other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement. Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null Vi, Yahoo, r en del av Yahoos varumrkesfamilj. for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock Directors) ordering the redemption of the Rights pursuant to Section 23.1 (or at a later time as the Board of Directors may establish REIT shall mean a real estate investment trust under the Internal Revenue Code of 1986, as amended. The forward Leasing Pipeline should not be considered an indication of future performance. associated with the Common Shares which are no longer outstanding. obligation to take any action with respect to a Rights holder under any Section of this Agreement which requires the payment by Person became such, or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor the underlying equity increases. Announces Third Quarter 2020 Results Webinar, Healthcare Trust, Inc. Third Quarter 2020 Presentation, Healthcare Trust Announces Series A Preferred Stock Dividend Press Release, Healthcare Trust, Inc. Q1 Investor Presentation (Recording), Healthcare Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. Shares are listed on NYSE or NASDAQ, notwithstanding the foregoing paragraphs, effective upon the commencement of trading, all 1.41 Value) and the amount by which it exceeds the Purchase Price attributable to each Right (the excess being referred to Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly 1.51 purchase a like aggregate number of Common Shares as the Rights represented by the Right Certificate or Right Certificates surrendered the Person becoming an Acquiring Person) (other than Common Shares acquired solely as a result of corporate action of the Company The term Continuing Directors means any member of the Board of Directors who was a member of the Board of 12. The Right Certificates (and the forms of election to purchase Common Shares and of assignment to be printed on the reverse If an event occurs which would require an adjustment under both Section 11.1.1 medallion program). The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof.
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