Our potential risks and uncertainties are presented in the
section titled “Item 1A. Risk Factors” disclosed in our Annual Report on Form 10-K for the year ended December
31, 2017 and updated in our Quarterly Reports on Form 10-Q from time to time. The following are some of the
risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to
differ materially from those presented in our forward looking statements:
- Certain of our executive officers and directors are also officers, managers, employees or holders of a
direct or indirect controlling interest in Healthcare Trust Advisors, LLC (our "Advisor") and other entities
affiliated with AR Global Investments, LLC (the successor business to AR Capital, LLC, "AR Global"), the
parent of our sponsor, American Realty Capital VII, LLC (the "Sponsor"). As a result, certain of our executive
officers and directors, our Advisor and its affiliates face conflicts of interest, including significant
conflicts created by our Advisor's compensation arrangements with us and other investment programs advised by
affiliates of AR Global and conflicts in allocating time among these investment programs and us. These
conflicts could result in unanticipated actions that adversely affect us.
- Because investment opportunities that are suitable for us may also be suitable for other investment programs
advised by affiliates of AR Global, our Advisor and its affiliates face conflicts of interest relating to the
purchase of properties and other investments and such conflicts may not be resolved in our favor, meaning that
we could invest in less attractive assets, which could reduce the investment return to our stockholders.
- Although we intend to seek a listing of our shares of common stock on a national stock exchange when we
believe market conditions are favorable to do so, there is no assurance that our shares of common stock will
be listed. No public market currently exists, or may ever exist, for shares of our common stock and our shares
are, and may continue to be, illiquid.
- We focus on acquiring and owning a diversified portfolio of healthcare-related assets located in the United
States and are subject to risks inherent in concentrating investments in the healthcare industry.
- If our Advisor loses or is unable to obtain qualified personnel, our ability to continue to achieve our
investment strategies could be delayed or hindered.
- The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or
regulations, loss of licensure or failure to obtain licensure could result in the inability of tenants to make
lease payments to us.
- We are depending on our Advisor to select investments and conduct our operations. Adverse changes in the
financial condition of our Advisor and its affiliates or our relationship with our Advisor could adversely
- We are obligated to pay fees, which may be substantial, to our Advisor and its affiliates.
- We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and
economic viability of our tenants.
- We may not be able to achieve our rental rate objectives on new and renewal leases and our expenses could be
greater, which may impact our results of operations.
- Increases in interest rates could increase the amount of our debt payments and limit our ability to pay
- There can be no assurance we will continue to pay distributions at our current level or at all.
- We have not generated sufficient cash flows from operations in 2017 to fund distributions at our current
level, and we have used proceeds from common stock reinvested under our distribution reinvestment plan (the
"DRIP"), proceeds from our investment activities and cash from borrowings to fund a portion of our
distributions. Borrowings required to fund distributions may not be available at favorable rates, or at all,
and could restrict the amount we can borrow for investments and other purposes.
- Any distributions, especially those not covered by our cash flows from operations, may reduce the amount of
capital available for other purposes included investment in properties and other permitted investments and may
negatively impact the value of our stockholders' investment.
- We are subject to risks associated with any dislocations or liquidity disruptions that may exist or occur in
the credit markets of the United States from time to time.
- We are subject to risks associated with changes in general economic, business and political conditions
including the possibility of intensified international hostilities, acts of terrorism, and changes in
conditions of United States or international lending, capital and financing markets.
- We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income
tax purposes, which would result in higher taxes, may adversely affect our operations and would reduce the
value of an investment in our common stock and the cash available for distributions.
- The offering price and repurchase price for our shares under the DRIP and our share repurchase program may
not, among other things, accurately reflect the value of our assets and may not represent what a stockholder
may receive on a sale of the shares, what they may receive upon a liquidation of our assets and distribution
of the net proceeds or what a third party may pay to acquire the Company.