Post-effective Amendment to Registration Statement (pos Am)
September 20 2019 - 04:31PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on September 20, 2019
Registration
No. 333-213614
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE AMENDMENT NO.
1
TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY HEALTHCARE TRUST
INCORPORATED
COMMUNITY HEALTHCARE OP,
LP
(Exact name of
registrant as specified in its charter)
Maryland
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46-5212033
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Delaware
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47-3736862
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(State or other
jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3326
Aspen Grove Drive
Suite 150
Franklin, Tennessee
37067
(615)771-3052
(Address, including zip
code, and telephone number, including area code, of registrant’s
principal executive offices)
Timothy
G. Wallace
Chief
Executive Officer
Community Healthcare Trust
Incorporated
3326
Aspen Grove Drive
Suite 150
Franklin, Tennessee
37067
(615)771-3052
(Name, address,
including zip code, and telephone number, including area code, of
agent for service)
With
copies to:
Tonya
Mitchem Grindon, Esq.
Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC
211 Commerce Street,
Suite 800
Nashville, TN
37201
(615) 726-5607
Approximate date of
commencement of proposed sale to the public:
Not
applicable.
If the only securities
being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box: o
If any of the securities
being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following
box: o
If this Form is
filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. o
If this Form is a
post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a
registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. o
If this Form is a
post-effective amendment to a registration statement pursuant to
General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following
box. o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Community Healthcare
Trust Incorporated
Large accelerated
filer
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o
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Accelerated
filer
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x
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Non-accelerated
filer
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o
|
Smaller reporting
company
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x
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Emerging Growth
Company
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x
|
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities
Act.o
Community Healthcare OP,
LP
Large accelerated
filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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x
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Smaller reporting
company
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o
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|
Emerging Growth
Company
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o
|
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities
Act.o
DEREGISTRATION OF
SECURITIES
This Post-Effective Amendment No. 1 (this
“Post-Effective Amendment”) relates to the Registration Statement
on Form S-3, File No. 333-213614 (the
“Registration Statement”), of Community Healthcare Trust
Incorporated and Community Healthcare OP, LP (together, the
“Registrants”), which was filed with the Securities and Exchange
Commission on September 13, 2016 and declared effective on
September 26, 2016. The Registration Statement
registered for sale up to $750,000,000 of (i) Community
Healthcare Trust Incorporated’s common stock, par value $0.01 per
share, preferred stock, par value $0.01 per share, depositary
shares, rights, debt securities, guarantee of debt securities,
warrants and units, and (ii) the debt securities of Community
Healthcare OP, LP (collectively referred to in this Post-Effective
Amendment as the “Securities”).
The Registrants
have terminated the offering of the Securities under the
Registration Statement, effective as of the close of market on
September 20, 2019 (the “Termination Date”). In
accordance with the undertakings of the registrants in the
Registration Statement, this Post-Effective Amendment is being
filed for the purpose of deregistering the Securities which remain
unsold under the Registration Statement. As a result, the
Registration Statement is hereby amended to deregister any and all
of the Securities that were registered for sale to the public but
remain unsold as of the Termination Date.
The aggregate
total dollar amount of the filing fee associated with the
Securities deregistered by this Post-Effective Amendment is
$57,629.38. The Registrants may use the unused portion of the
filing fee to offset the total filing fee due for a subsequent
registration statement or registration statements in accordance
with Rule 457(p) of the Securities Act of 1933, as
amended.
2
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on this Post-Effective Amendment
No. 1 to the Registration Statement and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Franklin, state of Tennessee, on
September 20, 2019.
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COMMUNITY HEALTHCARE TRUST
INCORPORATED
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By:
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/s/ Timothy G.
Wallace
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Timothy G.
Wallace
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Chief Executive
Officer
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Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated below.
Signature
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Title
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Date
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Director and Chairman,
Chief Executive Officer and President (Principal Executive
Officer)
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/s/ Timothy G.
Wallace
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September 20,
2019
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Timothy G.
Wallace
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/s/ David H.
Dupuy
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Chief Financial Officer
(Principal Financial Officer)
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September 20,
2019
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David H.
Dupuy
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*
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Executive Vice
President and Chief Accounting Officer (Principal Accounting
Officer)
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September 20,
2019
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Leigh Ann
Stach
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*
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Director
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September 20,
2019
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Alan Gardner
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*
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Director
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September 20,
2019
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Robert
Hensley
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*
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Director
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September 20,
2019
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R. Lawrence Van
Horn
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Director
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September 20,
2019
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Claire Gulmi
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*By:
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/s/ Timothy G.
Wallace
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Timothy G. Wallace, as
attorney-in-fact
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3
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on this Post-Effective Amendment No. 1 to the
Registration Statement and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
city of Franklin, state of Tennessee, on September 20,
2019.
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COMMUNITY HEALTHCARE OP,
LP
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By: Community
Healthcare Trust Incorporated, its general partner
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By:
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/s/ Timothy G.
Wallace
|
|
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|
Timothy G.
Wallace
|
|
|
|
Chief Executive
Officer
|
Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated below.
Signature
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Title
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Date
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Chief Executive Officer
and President (Principal Executive Officer), and Director and
Chairman of Community Healthcare Trust Incorporated, the sole
general partner of Community Healthcare OP, LP
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/s/ Timothy G.
Wallace
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September 20,
2019
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Timothy G.
Wallace
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/s/ David H.
Dupuy
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
September 20,
2019
|
David H.
Dupuy
|
|
|
|
|
|
|
|
|
*
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|
Executive Vice
President and Chief Accounting Officer (Principal Accounting
Officer)
|
|
September 20,
2019
|
Leigh Ann
Stach
|
|
|
|
|
|
|
|
|
*
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Director of Community
Healthcare Trust Incorporated, the sole general partner of
Community Healthcare OP, LP
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September 20,
2019
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Alan Gardner
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|
|
|
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|
|
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*
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Director of Community
Healthcare Trust Incorporated, the sole general partner of
Community Healthcare OP, LP
|
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September 20,
2019
|
Robert
Hensley
|
|
|
|
|
|
|
|
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*
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Director of Community
Healthcare Trust Incorporated, the sole general partner of
Community Healthcare OP, LP
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September 20,
2019
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R. Lawrence Van
Horn
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Director of Community
Healthcare Trust Incorporated, the sole general partner of
Community Healthcare OP, LP
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September 20,
2019
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Claire Gulmi
|
|
|
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*By:
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/s/ Timothy G.
Wallace
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Timothy G. Wallace, as
attorney-in-fact
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4
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