Current Report Filing (8-k)
2014年12月31日 - 7:20AM
Edgar (US Regulatory)
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: December 30, 2014
American Realty Capital Healthcare Trust,
Inc.
(Exact Name of Registrant as Specified in
Charter)
Maryland |
|
001-36394 |
|
27-3306391 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
405 Park Avenue
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 8.01. Other Events.
American Realty Capital Healthcare Trust, Inc. (“ARC
Healthcare”), pursuant to the prior authorization of its board of directors, will pay a distribution of $0.056666667 per share on
January 15, 2015 to stockholders of record at the close of business on January 8, 2015.
In addition, pursuant to the merger agreement
between ARC Healthcare, Ventas, Inc. (“Ventas”) and certain related parties, ARC Healthcare agreed to pay a “stub
period” dividend to its stockholders for the period from the most recent common stock dividend record date through the last
business day prior to the closing of the merger between ARC Healthcare and Ventas, which remains subject to the closing conditions
set forth in the merger agreement, including the approval of ARC Healthcare’s stockholders. The “stub period”
dividend will reflect a fraction of ARC Healthcare’s monthly common stock dividend by dividing the amount of days elapsed
since the last common stock dividend record date, January 8, 2015, through the last business day prior to the closing of the merger,
divided by the amount of days in the month in which the “stub period” dividend will be paid. Such “stub period”
dividend will be paid on the last business day prior to the closing of the merger to stockholders of record at the close of business
on such date.
A copy of the press release announcing the foregoing is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Press Release dated December 30, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
AMERICAN REALTY CAPITAL HEALTHCARE TRUST, INC. |
|
|
|
Date: December 30, 2014 |
By: |
/s/ Thomas P. D’Arcy |
|
Thomas P. D’Arcy |
|
Chief Executive Officer |
FOR IMMEDIATE RELEASE
American Realty Capital Healthcare Trust
Announces Common Stock Distribution for
January 2015
New York, New York, December 30, 2014
— American Realty Capital Healthcare Trust, Inc. (“ARC Healthcare”) (NASDAQ: HCT) announced today that, pursuant
to the prior authorization of its board of directors, on January 15, 2015 ARC Healthcare will pay a distribution of $0.056666667
per share to stockholders of record at the close of business on January 8, 2015.
In addition, pursuant to the merger agreement
between ARC Healthcare, Ventas, Inc. (“Ventas”) and certain related parties, ARC Healthcare agreed to pay a “stub
period” dividend to its stockholders for the period from the most recent common stock dividend record date through the last
business day prior to the closing of the merger between ARC Healthcare and Ventas, which remains subject to the closing conditions
set forth in the merger agreement, including the approval of ARC Healthcare’s stockholders. The “stub period”
dividend will reflect a fraction of ARC Healthcare’s monthly common stock dividend by dividing the amount of days elapsed
since the last common stock dividend record date, January 8, 2015, through the last business day prior to the closing of the merger,
divided by the amount of days in the month in which the “stub period” dividend will be paid. Such “stub period”
dividend will be paid on the last business day prior to the closing of the merger to stockholders of record at the close of business
on such date.
About ARC Healthcare
ARC Healthcare is a publicly traded Maryland
corporation listed on The NASDAQ Global Select Market, focused on acquiring and owning a balanced and diversified portfolio of
medical office buildings, seniors housing and select hospital and post-acute care properties. Additional information about ARC
Healthcare can be found on its website at www.archealthcaretrust.com. ARC Healthcare may
disseminate important information regarding it and its operations, including financial information, through social media platforms
such as Twitter, Facebook and LinkedIn.
Forward Looking Statements
The statements in this press release that
are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that
could cause the outcome to be materially different. In addition, words such as “will,” “should,” “may,”
“anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement,
although not all forward-looking statements include these words. Actual results may differ materially from those contemplated by
such forward-looking statements, including those set forth in the Risk Factors section of ARC Healthcare’s Annual Report
on Form 10-K filed on February 26, 2014. Further, forward-looking statements speak only as of the date they are made, and ARC Healthcare
undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results over time, unless required by law.
Contacts |
|
Anthony J. DeFazio |
Edward F. Lange, Jr., CFO and COO |
DDCworks |
American Realty Capital Healthcare Trust, Inc. |
tdefazio@ddcworks.com |
elange@arlcap.com |
Ph: (484) 342-3600 |
Ph: (212) 415-6500 |
|
|
Andrew G. Backman, Managing Director |
Investor Relations / Public Relations |
abackman@rcscapital.com |
Ph: (917) 475-2135 |
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