UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 22, 2016
American Realty Capital Healthcare Trust III, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-55625 | 38-3930747 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| 405 Park Avenue, 14th Floor |
| New York, New York 10022 |
| (Address, including zip code, of Principal Executive Offices) |
| Registrant’s telephone number, including area code: (212) 415-6500 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
Effective September 22, 2016, with the approval of its board of directors, American Realty Capital Healthcare Trust III, Inc. (the “Company”) amended its Bylaws (the “Bylaws”) in order to add Article XV, which provides that the state courts of the State of Maryland, or, if no state court of the State of Maryland has subject matter jurisdiction, the United States District Court for the District of Maryland, shall be the sole and exclusive forum for certain litigation. No other provisions of the Bylaws were revised. The amendment to the Bylaws is attached to this Current Report on Form 8-K as Exhibit 3.1.
| Item 8.01. | Other Events. |
On September 21, 2016, the board of directors of the Company determined to amend the Company’s existing share repurchase program (the “SRP” and the “SRP Amendment”) to provide, solely for calendar year 2016, for one twelve-month repurchase period ending December 31, 2016. Prior to the SRP Amendment, the SRP provided, solely for calendar year 2016, for a nine-month repurchase period ending September 30, 2016 and a three-month repurchase period ending December 31, 2016, instead of two semi-annual periods ending June 30 and December 31.
The annual limit on repurchases under the SRP remains unchanged and continues to be limited to a maximum of 5.0% of the weighted average number of shares of common stock of the Company outstanding during its prior fiscal year (the “2015 Outstanding Shares”) and is subject to the terms and limitations set forth in the SRP. Following calendar year 2016, the repurchase periods would return to two semi-annual periods and applicable limitations set forth in the SRP. The SRP Amendment will become effective on September 22, 2016 and will only apply to repurchase periods in calendar year 2016.
Except as set forth in the SRP Amendment, all other terms and conditions of the SRP continue to apply. As provided for in the SRP, stockholders who have previously submitted a repurchase request, or stockholders who submit a repurchase request in the future, will continue to have the ability to cancel their repurchase requests by notifying a customer service representative on or prior to December 31, 2016, the last day of the 2016 repurchase period. Otherwise, as outlined in the SRP, if a repurchase request is not cancelled prior to the end of the repurchase period, a stockholder would be contractually bound to the repurchase and would not be permitted to cancel the repurchase request prior to the payment of repurchase proceeds.
The foregoing summary of the SRP Amendment is qualified by the text of the SRP Amendment, which is filed as Exhibit 99.1 to this Form 8-K. The SRP was filed as an exhibit to the quarterly report on Form 10-Q for the period ended March 31, 2016, filed on May 10, 2016.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to Bylaws of American Realty Capital Healthcare Trust III, Inc. | |
| 99.1 | Amendment to Amended and Restated Share Repurchase Program |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 22, 2016 | American Realty Capital HEALTHCARE TRUST III, Inc. | ||
| By: | /s/ Katie P. Kurtz | ||
| Katie P. Kurtz | |||
| Chief Financial Officer, Treasurer and Secretary | |||
EXHIBIT 3.1
AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC.
AMENDMENT NO. 1 TO BYLAWS
Approved by the board of directors on September 21, 2016
The bylaws of American Realty Capital Healthcare Trust III, Inc. are amended by insertion of the following provision after Article XIV thereof:
ARTICLE XV
EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of a different forum, the courts of the State of Maryland in the jurisdiction in which the principal office (as defined in the Maryland General Corporation law (the “MGCL”)) of the Corporation is located shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach by any director, officer or other employee of the Corporation of a duty owed to the Corporation or the Corporation’s stockholders or of any standard of conduct set forth in the MGCL, (iii) any action asserting a claim arising pursuant to any provision of the MGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine (or as to this subpart (iv), if no state court of the State of Maryland has subject matter jurisdiction, the United States District Court for the District of Maryland), and its stockholders consent to the assignment of any proceeding described in the foregoing sentence to the Business and Technology Case Management Program pursuant to Maryland Rule 16-308 or any successor thereof.
EXHIBIT 99.1
Amendment to Amended and Restated Share Repurchase Program
This amendment (this “Amendment”) adopted effective as of September 22, 2016 (the “Amendment Effective Date”), amends the Amended and Restated Share Repurchase Program (the “SRP”) of American Realty Capital Healthcare Trust III, Inc. (the “Company”) adopted effective as of February 28, 2016 and amended effective as of July 30, 2016. Except as amended by this Amendment, the terms of the SRP in effect as of the Amendment Effective Date will continue to apply.
This Amendment will remain in effect from the Amendment Effective Date until the earlier of December 31, 2016, or the date the Company publicly announces that this Amendment will no longer be in effect (such date, as applicable, the “Termination Date”). Following the Termination Date, the terms of the SRP, as in effect prior to this Amendment, will continue to apply. For the avoidance of doubt, and in accordance with Section 4(a), as amended, the terms of the SRP, as in effect prior to this Amendment, will automatically be in effect on the day following the Termination Date.
| 1. | Section 1.g. of the SRP is replaced in its entirety with the following: |
Subject to Section 2 and Section 3, in respect of the twelve-month period (a “Fiscal Period”) that commenced January 1, 2016, the Company will pay repurchase proceeds, less any applicable tax or other withholding required by law, on or before the 31st day following the end of such twelve-month period (for the avoidance of doubt, this payment obligation will apply even if this Amendment terminates after December 31, 2016).
| 2. | Section 3 of the SRP is replaced in its entirety with the following: |
| a. | For the Fiscal Period ending December 31, 2016, repurchases under the SRP (including with respect to repurchase requests made prior to the February 28, 2016) will be limited to a maximum of 5.00% of the weighted average number of shares of Common Stock outstanding during the previous fiscal year. | |
| b. | SRP Qualifying Shareholders will only be able to have their Shares repurchased to the extent that the Company has sufficient liquid assets. In each Fiscal Period, funding for the SRP will be limited to proceeds received during the same Fiscal Period through the issuance of Common Stock pursuant to any DRIP in effect from time to time; provided that that Board has the power, in its sole discretion, to determine the number of Shares repurchased during any Fiscal Period as well as the amount and source of funds to be used for that purpose. |
| c. | Following each Fiscal Period, the Advisor will review all repurchase requests received during such Fiscal Period and then report to the Company’s management and the Board the total number of Shares subject to repurchase requests, including the total number of Hardship Requests. If, following review of this report by the Company’s management and the Board, less than all repurchase requests for any Fiscal Period are accommodated due to the limitations described in Section 3(a) and 3(b), or a determination by the Board as described in Section 3(c), Shares will be repurchased as follows: (i) first, pro rata as to Hardship Requests; and (ii) second, pro rata as to all other repurchase requests. |