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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): December 21, 2022
 
American Healthcare REIT, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland 
000-55775
 47-2887436
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
18191 Von Karman Avenue, Suite 300
Irvine, California
 92612
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 270-9200
Not Applicable
(Former name or former address, if changed since last report)
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                        Emerging growth company ☐ 

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 13(a) of the Exchange Act.    ☐ 


Item 7.01 Regulation FD Disclosure.
On December 21, 2022, our board of directors issued responses to the following two unsolicited mini-tender offers from unaffiliated third parties: (1) CMG Partners, LLC and its affiliates, CMG Income Fund II, LLC, CMG Liquidity Fund, LLC, and Blue River Capital, LLC to purchase up to 100,000 shares of our Class T and Class I common stock at a price of $20.00 per share; and (2) MacKenzie Capital Management, LP, and its affiliates, MacKenzie Northstar Fund 3, LP, MacKenzie Badger Acquisition Co. 4, LLC, MPF Blue Ridge Fund I, LLC, and MacKenzie Blue Ridge Fund III, LP to purchase up to 250,000 shares of our Class T and Class I common stock at a price of $19.80 per share. For several reasons discussed in the response letters, our board of directors has determined not to make any recommendation and to remain neutral as to whether stockholders should tender shares in the offers. The response letters, addressed to our stockholders, are available on our website in the Investor Relations – Investor Communications section at https://www.AmericanHealthcareREIT.com and are attached to this Form 8-K as Exhibits 99.1 and 99.2, respectively, and incorporated in their entirety into this Item 7.01. The response letters to stockholders will also be mailed to our stockholders upon their request.
The information in this report, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.





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.
December 21, 2022
        By:/s/ Danny Prosky                     
        Name: Danny Prosky
        Title: Chief Executive Officer and President
THIS LETTER IS POSTED ON THE AHR WEBSITE AND FILED WITH THE SEC ON FORM 8-K ON DECEMBER 21, 2022* The Board MAKES NO RECOMMENDATION with respect to the CMG tender offer December 21, 2022 Dear Stockholder: notify you about an unsolicited third-party mini- CMG stock by CMG Partners, LLC and its affiliates, CMG Income Fund II, LLC, CMG Liquidity Fund, LLC, and Blue River Capital, LLC (collectively, MG , in what we believe is an opportunistic attempt to purchase your shares. CMG is offering to purchase up to an aggregate of 100,000 20.00 per share WHICH IS EQUIVALENT TO $5.00 PER SHARE BEFORE ONE-FOR-FOUR REVERSE STOCK SPLIT IN NOVEMBER 2022. This is not an offer from AHR. AHR is required by applicable SEC rules and regulations to inform you of its position, if any, with respect to the CMG Offer. In evaluating the CMG Offer, the Board considered, among other things, the following factors: (i) The CMG Offer price of $20.00 per share (which is equivalent to $5.00 per share before the one-for-four reverse stock split) is approximately 46% lower Class I common stock of $37.16 per share as of December 31, 2021. This NAV was determined by the Board with the assistance of an independent third-party valuation firm (and adjusted for the recent one-for-four reverse stock split).1 (ii) AHR filed a registration statement on Form S-11 with the SEC relating to potential plans to issue shares of its common stock in an underwritten public offering, which would be accompanied by a listing of those shares of common stock on the New York Stock Exchange. However, AHR can make no assurances as to when, or if, AHR will commence such public offering or whether the contemplated public offering will be successful or that any future trading or other liquidity event will allow you to sell your shares at a price in excess of the CMG Offer price. In addition, it is currently contemplated that the Class T and Class I common stock outstanding prior to the contemplated public offering will not automatically convert into shares of listed common stock until six contemplated public offering. (iii) While the Board believes that the CMG Offer represents an opportunistic attempt by CMG to purchase the Shares and make a profit, the Board is aware that the AHR share repurchase plan was suspended on November 14, 2022 and stockholders may need near-term liquidity in light of the current volatile financial markets and lack of certainty regarding the timing of any potential AHR public offering or other liquidity event. After carefully evaluating the CMG Offer and consulting with management and such advisors as deemed appropriate by the Board, the Board REMAINS NEUTRAL and makes NO RECOMMENDATION on whether any AHR stockholder should accept or decline the CMG Offer for their shares. Please note that stockholders who tender their shares will lose their right to receive any future distributions that are paid after the conclusion of the CMG Offer. AHR currently pays distributions at an annualized rate of $1.60 per share. While there are no guarantees of future distributions or a liquidity event and there can be no certainty regarding the long-term value of AHR es pursuant to the CMG Offer would give up their rights to any future distributions after the conclusion of the CMG Offer as well as their rights to receive any proceeds from any AHR liquidity event. As stated by CMG, the CMG Offer is being made for investment purposes and with the intention of making a profit CMG determined the CMG Offer price pursuant to its own analysis and states that [they] EXHIBIT 99.1

 
. analysis and objectives without consideration of your financial objectives. We urge you to consult your financial advisor and exercise caution with respect to this and other mini-tender offers. The SEC has cautioned investors about these kinds of offers in an investor alert, as they are often made in an attempt to profit - please review the alert at www.sec.gov/investor/pubs/minitend.htm. SEC rules permit third parties, such as CMG, to distribute unsolicited mini-tender offers to stockholders of public companies. However, in order to maintain the confidentiality of our stockholders, AHR has only provided stockholder mailing information needed to distribute the CMG Offer materials to a third-party financial printer that is unaffiliated with CMG. Therefore, CMG will not have access to any additional stockholder information unless the stockholder agrees to accept the tender offer by CMG. None of AHR ntends to tender any shares in the CMG Offer. The Board understands that you must make your own independent decision whether to tender or refrain from tendering your shares. We strongly urge you to carefully consider all aspects of the CMG Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences, and (v) other factors you determine are relevant to your decision. You should carefully review all of the CMG Offer documents sent to you by CMG, as well as AHR ly and other reports filed with the SEC at www.sec.gov, and consult with your own financial, tax and other advisors in evaluating the CMG Offer before deciding whether to tender your shares. PLEASE CONSULT WITH YOUR FINANCIAL ADVISOR AND TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION. Should you have any questions or need further information about your options, please feel free to contact your financial advisor or AHR Investor Services at 844-460-9414. Sincerely, Danny Prosky Chief Executive Officer, President and Director * You may request a printed copy of this letter by calling your financial advisor or American Healthcare REIT, Inc. Investor Services at 844-460-9414. 1 For more information on the most recent estimated NAV, including the assumptions, estimates and judgments used to determine the -K filed with the SEC on March 25, 2022. For more information on the recent reverse stock split, -K filed with the SEC on November 16, 2022. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this letter other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are predictions and generally can be identified by use of statemen other words or phrases of similar import. Similarly, statements that des belief or expectation with respect to its financial performance, investment strategy and portfolio, cash flows, growth prospects, valuation estimates, potential listing of shares and public offering or other liquidity options and distribution rates and amounts are forward-looking statements. These forward-looking statements often reflect a number of assumptions and involve known and unknown risks, uncertainties and other factors that coul -looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in -K and Quarterly Reports on Form 10-Q.

 
THIS LETTER IS POSTED ON THE AHR WEBSITE AND FILED WITH THE SEC ON FORM 8-K ON DECEMBER 21, 2022* The Board MAKES NO RECOMMENDATION with respect to the MacKenzie tender offer December 21, 2022 Dear Stockholder: notify you about an unsolicited third-party mini- MacKenzie common stock by MacKenzie Northstar Fund 3, LP, MacKenzie Badger Acquisition Co. 4, LLC, MPF Blue Ridge Fund I, LLC, and MacKenzie Blue Ridge Fund III, LP (collectively, MacKenzie , in what we believe is an opportunistic attempt to purchase your shares. MacKenzie is offering to purchase up to an aggregate of 250,000 common stock at a low price of $19.80 per share WHICH IS EQUIVALENT TO $4.95 PER SHARE BEFORE ONE-FOR-FOUR REVERSE STOCK SPLIT IN NOVEMBER 2022. This is not an offer from AHR. AHR is required by applicable SEC rules and regulations to inform you of its position, if any, with respect to the MacKenzie Offer. In evaluating the MacKenzie Offer, the Board considered, among other things, the following factors: (i) The MacKenzie Offer price of $19.80 per share (which is equivalent to $4.95 per share before the one-for-four reverse stock split) is approximately 47% lower and Class I common stock of $37.16 per share as of December 31, 2021. This NAV was determined by the Board with the assistance of an independent third-party valuation firm (and adjusted for the recent one-for-four reverse stock split).1 (ii) AHR filed a registration statement on Form S-11 with the SEC relating to potential plans to issue shares of its common stock in an underwritten public offering, which would be accompanied by a listing of those shares of common stock on the New York Stock Exchange. However, AHR can make no assurances as to when, or if, AHR will commence such public offering or whether the contemplated public offering will be successful or that any future trading or other liquidity event will allow you to sell your shares at a price in excess of the MacKenzie Offer price. In addition, it is currently contemplated that the Class T and Class I common stock outstanding prior to the contemplated public offering will not automatically convert into shares of listed common stock until six connection with the contemplated public offering. (iii) While the Board believes that the MacKenzie Offer represents an opportunistic attempt by MacKenzie to purchase the Shares and make a profit, the Board is aware that the AHR share repurchase plan was suspended on November 14, 2022 and stockholders may need near-term liquidity in light of the current volatile financial markets and lack of certainty regarding the timing of any potential AHR public offering or other liquidity event. After carefully evaluating the MacKenzie Offer and consulting with management and such advisors as deemed appropriate by the Board, the Board REMAINS NEUTRAL and makes NO RECOMMENDATION on whether any AHR stockholder should accept or decline the MacKenzie Offer for their shares. Please note that stockholders who tender their shares will lose their right to receive any future distributions that are paid after the conclusion of the MacKenzie Offer. AHR currently pays distributions at an annualized rate of $1.60 per share. While there are no guarantees of future distributions or a liquidity event and there can be no certainty regarding the long- term value of AHR ender their shares pursuant to the MacKenzie Offer would give up their rights to any future distributions after the conclusion of the MacKenzie Offer as well as their rights to receive any proceeds from any AHR liquidity event. As stated by MacKenzie, the MacKenzie Offer is being made for investment purposes and with the intention of MacKenzie determined the MacKenzie Offer price pursuant to its own EXHIBIT 99.2

 
analysis and states that [they] qualified to appraise real estate. Hence, MacKenzie acknowledges that its offer price was established based on MacKenzie own analysis and objectives without consideration of your financial objectives. We urge you to consult your financial advisor and exercise caution with respect to this and other mini-tender offers. The SEC has cautioned investors about these kinds of offers in an investor alert, as they are often made in an attempt to profit - rs, please review the alert at www.sec.gov/investor/pubs/minitend.htm. SEC rules permit third parties, such as MacKenzie, to distribute unsolicited mini-tender offers to stockholders of public companies. However, in order to maintain the confidentiality of our stockholders, AHR has only provided stockholder mailing information needed to distribute the MacKenzie Offer materials to a third-party financial printer that is unaffiliated with MacKenzie. Therefore, MacKenzie will not have access to any additional stockholder information unless the stockholder agrees to accept the tender offer by MacKenzie. None of AHR ecutive officers intends to tender any shares in the MacKenzie Offer. The Board understands that you must make your own independent decision whether to tender or refrain from tendering your shares. We strongly urge you to carefully consider all aspects of the MacKenzie Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences, and (v) other factors you determine are relevant to your decision. You should carefully review all of the MacKenzie Offer documents sent to you by MacKenzie, as well as AHR quarterly and other reports filed with the SEC at www.sec.gov, and consult with your own financial, tax and other advisors in evaluating the MacKenzie Offer before deciding whether to tender your shares. PLEASE CONSULT WITH YOUR FINANCIAL ADVISOR AND TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION. Should you have any questions or need further information about your options, please feel free to contact your financial advisor or AHR Investor Services at 844-460-9414. Sincerely, Danny Prosky Chief Executive Officer, President and Director * You may request a printed copy of this letter by calling your financial advisor or American Healthcare REIT, Inc. Investor Services at 844-460-9414. 1 For more information on the most recent estimated NAV, including the assumptions, estimates and judgments used to determine the -K filed with the SEC on March 25, 2022. For more information on the recent reverse stock split, -K filed with the SEC on November 16, 2022. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this letter other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are predictions and generally can be identified by use of statemen other words or phrases of similar import. Similarly, statements that des belief or expectation with respect to its financial performance, investment strategy and portfolio, cash flows, growth prospects, valuation estimates, potential listing of shares and public offering or other liquidity options and distribution rates and amounts are forward-looking statements. These forward-looking statements often reflect a number of assumptions and involve known and unknown risks, uncertainties and other factors that coul -looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in -K and Quarterly Reports on Form 10-Q.