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.