SecProbe.io

March 18, 2015

Via E -mail
Timothy G. Wallace
President
Community Healthcare Trust Incorporated
Suite 106
354 Cool Springs Blvd.
Franklin, Tennessee 37067

Re: Community Healthcare Trust Incorporated
Draft Registration Statement on Form S -11
Submitted February 17, 2015
  CIK No. 0001631569

Dear Mr. Wallace :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosu re.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on EDGAR.
If you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securitie s Act, whether or
not they retain copies of the communications.

2. Please provide us with support for all quantitative and qualitative business and industry
data used in the registration statement.  As examples only, we note on page 8 you state,
“[s]tudies by the Medicare Payment Advisory Commission and others have shown that
healthcare is delivered more cost effectively and with higher patient satisfaction when it is
provided on an outpatient basis,” and on page 65 you state, “[o]ver 61.0% of Non -Urban
residents live in counties adjacent to urban areas.  Another 29.0% of Non -Urban residents

Timothy G. Wallace
Community Healthcare Trust Incorporated
March 18, 2015
Page 2

 live in counties that contain regional population centers, or micropolitan areas, that do not
directly border larger urban areas.” Clearly mark the specific language in t he supporting
materials that support each statement. Further, please tell us if any of the supporting
materials were prepared specifically for you in connection with this offering.  The
requested information should be filed as EDGAR correspondence or, alte rnatively, should
be sent in paper form accompanied by a cover letter indicating that the material is being
provided pursuant to Securities Act Rule 418 and that such material should be returned to
the registrant upon completion of the staff review process .

Prospectus Summary, page 1

3. We refer to the table of initial properties beginning on page 9 and the column titled
“Annualized Lease Revenue.”  We note per your disclosure in note 2 to the table that
annualized lease revenue was calculated using contract ual base rent. Please include, if
material, a discussion on the impact of tenant concessions and any free rent periods.  Please
make conforming changes to the Our Business section when discussing annualized lease
revenue.

Distribution Policy, page 57

4. Please revise to include the following disclosure:

 an introductory narrative that describes the purpose of the table and what it shows;

 summarize the cash items that may occur in next 12 months but which are excluded
from the table, such as changes in work ing capital and cash for/from acquisitions/
dispositions; and

 cautionary language that the table should not be considered an actual projection of cash
flows.

5. Please revise to clarify why you have not included adjustments for investing and financing
activ ities, if applicable, such as tenant improvements and leasing commissions
contractually required in next 12 months and estimates of these costs with respect to any
assumed renewals, estimated recurring capital expenditures on whole portfolio, and
scheduled  loan principal amortization payments.

6. Please revise to clarify why you have not included adjustments for operating cash flow
changes expected in next 12 months, if applicable, such as leases expiring in the next 12
months.  Additionally, to the extent there are any leases that expired during the past 12
months that have not been renewed, please tell us why you have not included an adjustment
for these expired leases.

Timothy G. Wallace
Community Healthcare Trust Incorporated
March 18, 2015
Page 3

 7. Please revise to present estimated, rather than pro forma, cash available for distribu tions.
Additionally, please revise to indicate that estimated cash available for distribution is either
for the year ended December 31, 2015 or for the year ended December 31, 2014, as
adjusted.

Selected Historical and Pro Forma Financial and Other Data,  page 60

8. Please revise to clarify that the pro forma information assumes the underwriters' option to
purchase additional shares of common stock is not exercised, consistent with your pro
forma capitalization information on page 58.

9. Please revise your dis closure on pages 18 and 61 to delete the line item Organization costs
from assets as we presume such cost will be expensed as incurred. Refer to ASC 720 -15-
25-1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page 6 3

10. We note your disclosure on pages 23 and 99 that nine leases are scheduled to expire in
2015 and nineteen leases are scheduled to expire in 2016, which represent 2.9% and 26.2%
of your total annualized lease revenue, respectively.  Please revise your disclosure to
discuss your lease rollover expectations and the relationship between market rents and
expiring rents, or advise.

Liquidity and Capital Resources, page 67

11. To the extent that any relevant terms of the new credit facility are known although n ot
finalized, please provide such material terms including amounts available, related interest
rates, maturity dates, collateral requirements (if any), and any other material terms.

Funds from Operations , page 71 and Net Operating Income, page 72

12. Please revise the introductory narrative to these tables to delete the reference to historical
FFO and historical NOI since you are presenting only pro forma information.

Our Business, page 77

13. We note your risk factor disclosure on page 43 that you may change y our business,
investment, and financing strategies without stockholder approval.  Please disclose whether
shareholders will be notified of changes and, if so, how.  Please also disclose what factors
management may consider before making such changes.

14. We note that substantially all of your revenues will be derived from triple net leases.
Please discuss how you intend to monitor the credit quality of your tenants.

Timothy G. Wallace
Community Healthcare Trust Incorporated
March 18, 2015
Page 4

 Properties Under Evaluation, page 83

15. We note that you are in the process of evaluating approximately $125.7 million of potential
property acquisitions.  Please expand your disclosure to discuss the status of  these
purchase negotiations, if any, including your relationship to the seller and whether you
have a right of first offer or refusal for the properties, how you determined a property is
under evaluation for purposes of this disclosure, and how you assessed the aggregate
potential purchase price of such properties.  Please also supplementally tell us the impact of
any timing and due dili gence concerns and your historical timing and success rate of
pipeline completion.  Finally, please tell us what consideration you gave to including a risk
factor as to the uncertainty of these acquisitions.

Underwriting, page 182

16. When the full syndicati on has been determined, please revise to identify each underwriter
that has a prior or existing material relationship with you and state the nature of the
relationship.

Financial Statements

Unaudited Pro Forma Consolidated Financial Statements , page F-3

17. We note your disclosure that the pro forma financial statements give effect to the transfer
of properties based on the definitive agreements and the current agreements in principle.
We also note your disclosure on page 83 that you have identified and are in various stages
of evaluating approximately $125.7  million of potential acquisitions of properties of
healthcare providers none of which are subject to binding agreement. Please clarify
whether the major terms for the potential acquisitions have been agr eed to in principle and
how you considered FRC 506.02(c) .  Within your response, please provide to us
management’s analysis of the probability of closing these acquisitions including
management’s historical rate of closing such acquisitions.

18. Please revi se to disclose whether the initial Properties were acquired from unrelated parties.

19. Please revise the pro forma statement of income  to include a column reflecting the
historical result of operations of Initial Properties before adjustments related to the offering
and acquisition of the Initial Properties.

20. Please revise the pro forma statement of income  to present rental income and operating
costs on a gross basis, and revise adjustment (5) on page F -6 accordingly.

21. We note your disclosure on page 82 that certain lease s will be executed upon the
acquisition of the property. Please tell us how these leases were considered in preparing the
pro forma financial statements.

Timothy G. Wallace
Community Healthcare Trust Incorporated
March 18, 2015
Page 5

22. Please revise to disclose the allocation of the purchase price, including recognition of any
intangible assets, how you determined the valuation of assets, and the accounting guidance
you relied upon to determine the allocations.  Please address the valuation method for each
type of asset separately.

23. With respect to adjustment (4) to the balance sheet and adjustment (6) to the statement of
income, please tell us your basis for giving effect to the credit facility given your disclosure
on page 67 that you have not received commitments from any lenders for the anticipated
credit f acility.

24. We note your adjustment (6).  To the extent the actual interest rates could vary from the
interest rate depicted , please revise your filing to disclose the effect of a 1/8 percent
variance in interest rate.

25. We note you have included adjustment ( 7) for depreciation of buildings. Please tell us why
no adjustments have been included for amortization expense relating to intangible assets.

26. Please revise adjustment (8) to separately quantify each component of the adjustment and
the related assumption you used in estimating such amounts, including how you measured
the non -cash share -based compensation expense.  Additionally, please tell us how you
determined each item is factually supportable.

Community Healthcare Trust Incorporated  Consolidated Fina ncial Statements

Notes to Consolidated Financial Statements

Purchase of Investment Properties , page F -15

27. We note your disclosure that the value of above -or-below market leases is measured over a
period equal to the estimated remaining term of the lease.  Please revise to disclose how you
estimate the remaining term of the lease and the basis for your determination.  Your
revision should address, but not necessarily be limited to, any fixed rate renewal options.

Other Financial Statements , pages F -18 – F-61

Notes to Historical Statement of Revenues and Certain Direct Operating Expenses , page F -21

(3) Revenues, page F -21

28. For each of the properties for which you present a statement of revenues and certain direct
operating expenses, please disclose the difference between the rental revenue recorded and
the amount of lease payments due.

Timothy G. Wallace
Community Healthcare Trust Incorporated
March 18, 2015
Page 6

 Provena Medical Center Historical Statement of Revenues and Certain Direct Operating Expenses,
page F -58

29. In light of your inabilit y to provide a full year of financial information for Provena Medical
Center, pl ease provide us with your analysis of how you have complied with Rule 3 -14 of
Regulation S -X.

Exhibits

30. Please file all required exhibits as promptly as possible.  If you ar e not in a position to file
your legal and tax opinions in the next amendment, please provide a draft copy for us to
review.

You may contact Jorge Bonilla, Staff Accountant,  at (202) 551 -3414  or Jennifer Monick,
Senior Staff Accountant,  at (202) 551 -3295  if you have questions regarding comments on the
financial statements and related matters.  Please contact Rahul Patel, Staff Attorney,  at (202) 551 -
3799  or me at (202) 551 -3404  with any other questions.

Sincerely,

 /s/ Kristina Aberg

Kristina Aberg
Senior Counsel

cc:  Tonya Mitchem Grindon
 Baker, Donelson, Bearman, Caldwell  & Berkowitz, PC