American Healthcare REIT Enters Material Definitive Agreement

TL;DR

AHC signed a big deal on Sept 18. Details in the filing.

AI Summary

On September 18, 2024, American Healthcare REIT, Inc. entered into a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company was formerly known as Griffin-American Healthcare REIT IV, Inc. and Griffin-American Healthcare REIT 4, Inc.

Why It Matters

This filing indicates a significant new agreement for American Healthcare REIT, which could impact its operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• American Healthcare REIT, Inc. (company) — Registrant
• September 18, 2024 (date) — Date of Earliest Event Reported
• Griffin-American Healthcare REIT IV, Inc. (company) — Former Company Name
• Griffin-American Healthcare REIT 4, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share AHR New York Stock
• $258.0 million — ll-cash purchase price of approximately $258.0 million. This reflects a "base" purchase price
• $247.0 million — his reflects a "base" purchase price of $247.0 million and a supplemental payment of $11.0 mil
• $11.0 million — 0 million and a supplemental payment of $11.0 million relating to NorthStar's pro-rata share

Filing Documents

• ahr-20240918.htm (8-K) — 33KB
• exhibit11underwritingagree.htm (EX-1.1) — 309KB
• exhibit51opinionofvenable.htm (EX-5.1) — 20KB
• image_1.jpg (GRAPHIC) — 1KB
• image_2.jpg (GRAPHIC) — 88KB
• 0001632970-24-000106.txt ( ) — 673KB
• ahr-20240918.xsd (EX-101.SCH) — 2KB
• ahr-20240918_lab.xml (EX-101.LAB) — 22KB
• ahr-20240918_pre.xml (EX-101.PRE) — 13KB
• ahr-20240918_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 20, 2024, we closed the public offering of 20,010,000 shares, or the Offering, of our common stock, $0.01 par value per share, or Common Stock. In connection with the Offering, we and American Healthcare REIT Holdings, LP, or our Operating Partnership, entered into an underwriting agreement on September 18, 2024 with BofA Securities, Inc., Morgan Stanley & Co. LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named therein, or the Underwriting Agreement, to issue and sell 20,010,000 shares of Common Stock, including 2,610,000 shares due to the exercise in full of the underwriters' option to purchase additional shares. The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about us and our Operating Partnership or our or its subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in our condition or that of our Operating Partnership. The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our effective shelf registration statement on Form S-3 (File No. 333-281488). The summary above is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. As previously announced, on November 3, 2023, we entered into a Membership Interest Purchase Agreement, as amended, or the Option Agreement, with affiliates of NorthStar Healthcare Income, Inc., or NorthStar. Pursuant to the Option Agreement, we had an option to purchase all of the 24% minority membership interest held by NorthStar in our subsidiary, Trilogy REIT Holdings, LLC, or Trilogy Holdings, which is the entity through which we indirectly own and/or operate our integrated senior health campuses. On September 20, 2024, using a portion of the net proceeds from the Offering, we exercised the option under the Option Agreement and consummated the associated purchase for a total all-cash purchase price of approximately $258.0 million. This reflects a "base" purchase price of $247.0 million and a supplemental payment of $11.0 million relating to NorthStar's pro-rata share of Trilogy Holdings' budgeted distributions to its members during the pre-exercise period relative to NorthStar's actual distributions received during that period. With the closing of this purchase transaction, we now own 100% of Trilogy Holdings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of September 18, 2024, among the Company and the Operating Partnership, and BofA Securities, Inc., Morgan Stanley & Co. LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named therein 5.1 Opinion of Venable LLP as to the legality of the Common Stock 23.1 Consent of Venable LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. American Healthcare REIT, Inc. September 20, 2024 By: /s/ Danny Prosky Name: Danny Prosky Title: Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR