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Community Healthcare Trust Incorporated (NYSE:CHCT) Files An 8-K Entry into a Material Definitive Agreement

Community Healthcare Trust Incorporated (NYSE:CHCT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.

On July20, 2017, Community Healthcare Trust Incorporated (the “Company”) and its subsidiary, Community Healthcare OP, LP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Sandler O’Neill& Partners, L.P., Evercore Group L.L.C. and SunTrust Robinson Humphrey,Inc., as representatives of the underwriters named in Schedule A of the Underwriting Agreement (collectively, the “Underwriters”), providing for the offer and sale (the “Offering”) in a firm commitment underwritten offering of an aggregate of 4,250,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $23.45 per share. to the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 637,500 shares of Common Stock, which the Underwriters elected to exercise in full on July24, 2017.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to Exhibit1.1 to this Current Report on Form8-K.

The Shares were offered to a shelf registration statement on FormS-3 (File No.333-213614) declared effective by the Securities and Exchange Commission (the “Commission”) on September26, 2016 (the “Registration Statement”), including the Company’s prospectus contained therein, as supplemented by a preliminary prospectus supplement, dated July18, 2017, filed with the Commission on July18, 2017 to Rule424(b)of the Securities Act, and a related final prospectus supplement, dated July20, 2017, filed with the Commission on July21, 2017 to Rule424(b)of the Securities Act.

In connection with the Offering, the legal opinions of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC are filed herewith as Exhibits 5.1 and 8.1.

Item 8.01 Other Events.

On July26, 2017, the Company issued a press release (the “Press Release”) announcing the closing of the Offering. A copy of the Press Release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

DescriptionofExhibits

1.1

Underwriting Agreement, dated July20, 2017, by and among Community Healthcare Trust Incorporated, Community Healthcare OP, LP, Sandler O’Neill& Partners, L.P., Evercore Group L.L.C. and SunTrust Robinson Humphrey,Inc., as representatives of the underwriters named in Schedule A of the Underwriting Agreement

5.1

Opinion of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC

8.1

Opinion of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC with respect to certain tax matters

23.1

Consent of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC (included in Exhibits 5.1 and 8.1 above)

99.1

Press Release of Community Healthcare Trust Incorporated, dated July26, 2017

Community Healthcare Trust Inc ExhibitEX-1.1 2 a17-17180_3ex1d1.htm EX-1.1 Exhibit 1.1   EXECUTION VERSION   COMMUNITY HEALTHCARE TRUST INCORPORATED   (a Maryland Corporation)   Shares of Common Stock,…To view the full exhibit click here
About Community Healthcare Trust Incorporated (NYSE:CHCT)
Community Healthcare Trust Incorporated is an integrated healthcare real estate company. The Company owns and acquires, or finances, real estate properties that are leased to hospitals, doctors, healthcare systems or other healthcare service providers in non-urban markets. The Company holds interests in approximately 40 real estate properties and mortgage notes, located in over 20 states, totaling approximately 789,500 square feet. Its medical offices are located in Alabama, Florida, Georgia, Illinois, Kansas, Kentucky, Ohio and Texas. The Company’s physician clinics are located in Alabama, Arizona, Florida, Kansas, Pennsylvania, Virginia and Wisconsin. Its ambulatory surgery centers are located in Arizona, Colorado, Michigan, Ohio, Pennsylvania, South Carolina and Texas. The Company’s dialysis clinics are located in Colorado, Georgia, Kentucky, Ohio, Tennessee and Texas. The Company’s oncology centers are located in Alabama. Its behavioral facilities are located in Indiana. Community Healthcare Trust Incorporated (NYSE:CHCT) Recent Trading Information
Community Healthcare Trust Incorporated (NYSE:CHCT) closed its last trading session up +0.53 at 25.46 with 133,864 shares trading hands.

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