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
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Exhibit Number |
DescriptionofExhibits |
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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 |
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5.1 |
Opinion of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC |
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8.1 |
Opinion of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC with respect to certain tax matters |
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23.1 |
Consent of Baker, Donelson, Bearman, Caldwell& Berkowitz, PC (included in Exhibits 5.1 and 8.1 above) |
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99.1 |
Press Release of Community Healthcare Trust Incorporated, dated July26, 2017 |