RISK FACTORS

An investment in the HTA Notes involves a number of risks. You should carefully consider all the information set forth in this prospectus and incorporated by reference herein before deciding to invest in the HTA Notes. In particular, we urge you to consider carefully the risk factors associated with each of HTA, HTA OP and HR. These risk factors can be found under our and HR’s respective reports filed with the SEC and incorporated by reference in this prospectus, including our and HR’s respective Annual Reports on Form 10-K for the year ended December 31, 2021 and Quarterly Reports on Form 10-Q for the three months ended March 31, 2022.

Risks Related to the HTA Notes

Our substantial indebtedness may affect our ability to operate our business, and may have a material adverse effect on our financial condition and results of operations.

As of March 31, 2022, the total indebtedness of HTA and its consolidated subsidiaries, including HTA OP, was approximately $3,054.0 million, net of discount and deferred financing costs. In addition, on February 28, 2022, we entered into the Merger Agreement, which provides for the merger of a newly formed, wholly-owned subsidiary of HTA with and into HR, with HR surviving as our wholly-owned subsidiary. If the Merger is consummated on the terms currently contemplated, all of HR’s then outstanding indebtedness (other than indebtedness, if any, repaid in connection with the Merger) will become indebtedness of ours, which will significantly increase our total consolidated indebtedness.

On May 13, 2022, HTA and HTA OP entered into the Term Loan Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of other lenders named therein, pursuant to which the Term Loan Lenders committed to fund a term loan facility in an aggregate principal amount not to exceed $1.125 billion. It is expected that the Term Loan would only be drawn by HTA to the extent that proceeds from the Asset Transfers and Joint Ventures are not sufficient, or not available at the time of the closing of the Merger, to fund the Special Distribution. The Term Loan, if needed, would be sufficient to finance the aggregate Special Distribution to the HTA stockholders.

HTA, HTA OP, and HR have also negotiated and secured lending commitments for the Credit Agreement with the Credit Facility Lenders. The parties to the Credit Agreement delivered signatures to the Credit Agreement and other related loan documents on May 13, 2022, with such signatures held in escrow pursuant to a closing agreement. Signatures will be automatically released and the Credit Agreement will become effective upon the closing of the Merger and delivery of other customary closing deliverables. The Credit Agreement restructures HTA’s, HTA OP’s and HR’s existing bank facilities and adds additional borrowing capacities for the Combined Company following the Merger, which we refer to as the Credit Facility.

For additional information, see “Unaudited Pro Forma Condensed Consolidated Financial Statements” and “— Risk Factors Relating to the Combined Company — Operational Risks — The Combined Company will have a substantial amount of indebtedness and may need to incur more in the future.”

Our indebtedness could have significant adverse consequences to us and the holders of the HTA Notes, such as:

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In addition to our debt service obligations, our operations may require substantial investments on a continuing basis. Our ability to make scheduled debt payments, to refinance our obligations with respect to our indebtedness and to fund capital and non-capital expenditures necessary to maintain the condition of our operating assets and properties, as well as to provide capacity for the growth of our business, depends on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and financial, business, competitive, legal and other factors.

The HTA Notes will be effectively subordinated in right of payment to our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, and will be structurally subordinated in right of payment to all the existing and future liabilities and other indebtedness, whether secured or unsecured, of our subsidiaries, including the HR Notes that remain outstanding.

The obligations under our 3.500% Senior Notes due 2026, 3.750% Senior Notes due 2027, 3.100% Senior Notes due 2030 and 2.000% Senior Notes due 2031 (collectively, the “Existing HTA Notes”) and our Term Loan Agreement are unsecured. On a pro forma basis giving effect to the Merger, the Combined Company had approximately $86.3 million of secured indebtedness, net of discount and deferred financing costs, and approximately $6,040.5 million of unsecured and unsubordinated indebtedness, net of discount and deferred financing costs, outstanding on a consolidated basis.

Holders of future secured debt that we or our subsidiaries may incur will have claims that are prior to your claims as holders of the HTA Notes to the extent of the value of the assets securing such debt. If we were declared bankrupt or insolvent, or if we default under our secured financing arrangements, the funds borrowed thereunder, together with accrued interest, could become immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the HTA Notes, even if an event of default exists under the indenture governing the HTA Notes at such time. In any such event, because the HTA Notes are not secured by any of such assets, it is possible that there would not be sufficient assets from which your claims could be satisfied.

In addition, none of our subsidiaries will guarantee the HTA Notes. Payments on the HTA Notes are only required to be made by us and by HTA. As a result, no payments are required to be made by, and holders of the HTA Notes will not have a claim against the assets of, our subsidiaries, except if those assets are transferred, by dividend or otherwise, to us or to HTA. Therefore, although the HTA Notes are unsubordinated obligations, they will be structurally subordinated to all existing and future liabilities, including trade payables, and other indebtedness, whether secured or unsecured, of our current and future subsidiaries, including, with respect to the legacy assets of HR, the HR Notes that remain outstanding. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due under our indebtedness, including the HTA Notes, or to

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make any funds available to us, whether by paying dividend, distribution, loan or other payments. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and their business considerations.

Our credit facilities and indentures, as well as the indenture that will govern the HTA Notes, contain restrictions that limit our flexibility in operating our business.

Our credit facilities contain a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

In addition, the existing indentures governing the Existing HTA Notes each contain, and the indenture that will govern the HTA Notes will contain, financial and operating covenants, including restrictions on our ability to:

Any of these restrictions could limit our ability to plan for or react to market conditions and could otherwise restrict our business activities. Our ability to comply with these and other provisions of our existing credit facilities and the indentures may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments or other events adversely impacting us. Our operating results may not be sufficient to service our indebtedness or to fund our other expenditures and we may not be able to obtain financing to meet these requirements. See “Description of New HTA Notes.”

Despite our substantial indebtedness, we or our subsidiaries may still incur significantly more debt, which could exacerbate any or all of the risks related to our indebtedness, including our inability to pay the principal of or interest on the HTA Notes.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing our unsecured and secured indebtedness, including our existing credit facilities and the indentures, limit our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. To the extent that we or our subsidiaries incur additional indebtedness or other such obligations, we may face additional risks associated with our indebtedness, including our possible inability to pay the principal of or interest on the HTA Notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the HTA Notes.

Any default under the agreements governing our indebtedness, including a default under our existing credit facilities, that is not waived by the required holders of such indebtedness, could leave us unable to pay principal,

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premium, if any, or interest on the HTA Notes and could substantially decrease the market value of the HTA Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including our existing credit facilities, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under our existing credit facilities could elect to terminate their commitments or cease making further loans and we could be forced into bankruptcy or liquidation. In addition, a default (or an event of default) under agreements governing our indebtedness may trigger a cross default or cross-acceleration under our other agreements, including our existing credit facilities. If any of our indebtedness is accelerated, we may not be able to repay it.

We may not be able to generate sufficient cash flow to meet our debt service obligations.

Our ability to make payments on and to refinance our indebtedness, including the HTA Notes, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness, including the HTA Notes, or to fund our other liquidity needs. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other purpose, our debt service obligations could increase.

We may need to refinance all or a portion of our indebtedness, including the HTA Notes, on or before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

As a result, we may not be able to refinance any of our indebtedness, including the HTA Notes, on commercially reasonable terms, or at all. If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations, including payments on the HTA Notes. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity or delaying capital expenditures, or strategic acquisitions and alliances, any of which could have a material adverse effect on our operations. We cannot assure you that we will be able to effect any of these actions on commercially reasonable terms, or at all.

Healthcare Trust of America, Inc. has no significant operations and no material assets, other than its investment in Healthcare Trust of America Holdings, LP.

The HTA Notes will be fully and unconditionally guaranteed by HTA. However, HTA has no significant operations and no material assets, other than its investment in HTA OP. Furthermore, HTA’s guarantees of the HTA Notes will be effectively subordinated in right of payment to all existing and future unsecured and secured liabilities of HTA’s subsidiaries (including HTA OP and any entity that HTA accounts for under the equity method of accounting).

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There are circumstances other than repayment, defeasance or discharge of the HTA Notes under which the guarantee of the HTA Notes by HTA will be automatically released without your consent or the consent of the trustee.

HTA will guarantee HTA OP’s obligations under the HTA Notes, including the due and punctual payment of principal of and interest on the HTA Notes, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise. The guarantees will be an unsecured, senior obligation of HTA and will rank equally in right of payment with other unsecured, senior obligations of HTA. HTA will be automatically and unconditionally released and discharged from its guarantee obligations with respect to the HTA Notes upon the release of all guarantees by HTA of the Existing HTA Notes, our unsecured credit and loan facilities (including (i) a $1.5 billion revolving credit facility, (ii) $1.5 billion of term loans, and (iii) a $1.125 billion asset sale term loan), and any additional guarantees by HTA of senior unsecured indebtedness. Upon the release of the guarantee of the HTA Notes by HTA, holders of the HTA Notes will no longer have any claim against HTA, and will be creditors solely of us.

There is currently no trading market for the HTA Notes, and a trading market for the HTA Notes may not develop or be sustained.

The HTA Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the HTA Notes on any securities exchange or for quotation of the HTA Notes on any automated dealer quotation system. Although the dealer manager has advised us that it intends to make a market in the HTA Notes, it is not obligated to do so and may discontinue any market-making at any time without notice. Accordingly, we cannot assure you that an active trading market will develop for the HTA Notes and, even if one develops, will be maintained, or as to the liquidity of any trading market for the HTA Notes of any series that may develop or as to the price you may receive should you wish to resell any HTA Notes of such series you acquire in the exchange offers. The liquidity of the trading market, if any, and future trading prices of the HTA Notes will depend on many factors, including, among other things, prevailing interest rates, the financial condition, results of operations, business, prospects and credit quality of us, HTA and our subsidiaries, and other comparable entities, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in any of these factors, some of which are beyond our control. If an active trading market for the HTA Notes does not develop or is not maintained, the market price and liquidity of the HTA Notes is likely to be adversely affected, and holders may not be able to sell their HTA Notes at desired times and prices or at all.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations and our ability to meet our debt service obligations, including payments on the HTA Notes.

As of March 31, 2022, we had approximately $525.0 million of variable interest rate debt outstanding, and the Combined Company had $2.5 billion of variable interest rate debt outstanding on a pro forma basis after giving effect to the Merger. We seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements. However, hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that these arrangements may result in higher interest rates than we would otherwise have. Moreover, no hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and our ability to meet our debt service obligations, including payments on the HTA Notes.

An increase in interest rates could result in a decrease in the relative value of the HTA Notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if market interest rates increase, the market value of the HTA Notes may decline. We cannot predict the future level of market interest rates.

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We may choose to redeem the HTA Notes when prevailing interest rates are relatively low.

The HTA Notes are redeemable at our option and we may choose to redeem some or all of the HTA Notes from time to time, especially when prevailing interest rates are lower than the rate borne by the HTA Notes. If prevailing rates are lower at the time of redemption, you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the HTA Notes being redeemed. See “Description of New HTA Notes — Our Redemption Rights.”

The HTA Notes may not be rated or may receive a lower rating than anticipated.

The HTA Notes may be rated by one or more nationally recognized statistical rating organizations. The credit ratings of the HTA Notes will primarily reflect the assessment of rating organizations of our financial strength and our ability to pay our debts when due, and will change in accordance with our financial strength. Any rating is not a recommendation to purchase, sell or hold any particular security, including the HTA Notes. Ratings do not comment as to market price or suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety. The ratings of the HTA Notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or value of, the HTA Notes. Actual or anticipated changes or downgrades in our credit rating, including any announcement that our rating is under further review for a downgrade, could affect the market value of the HTA Notes, increase our corporate borrowing costs and limit availability of capital.

Risks Related to the Exchange Offers and the Consent Solicitations

The proposed amendments to the HR Indenture will afford reduced protection to remaining holders of HR Notes.

If the proposed amendments to the HR Indenture with respect to a series of the HR Notes are adopted, the covenants and some other terms of that series of HR Notes will be materially less restrictive and will afford significantly reduced protection to holders of that series compared to the covenants and other provisions currently contained in the HR Indenture.

The proposed amendments to the HR Indenture would, among other things, eliminate:

If the proposed amendments are adopted with respect to a series of HR Notes, each non-exchanging holder of that series will be bound by the proposed amendments even if that holder did not consent to the proposed amendments. These amendments will permit us to take certain actions previously prohibited that could increase the credit risk with respect to HR, and might adversely affect the liquidity, market price and price volatility of the HR Notes or otherwise be adverse to the interests of the holders of the HR Notes. See “The Proposed Amendments.”

The liquidity of the HR Notes that are not exchanged will be reduced.

The trading market for unexchanged HR Notes will become more limited and could cease to exist due to the reduction in the amount of the HR Notes outstanding upon consummation of the exchange offers and consent solicitations. A more limited trading market might adversely affect the liquidity, market price and price volatility of these securities. If a market for unexchanged HR Notes exists or develops, those securities may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities and other factors. However, there can be no assurance that an active market in the unexchanged HR Notes will exist, develop or be maintained or as to the prices at which the unexchanged HR Notes may be traded. In addition, certain credit ratings on the unexchanged HR Notes may be withdrawn after the completion of the exchange offers, which could further materially adversely affect the market price for each series of unexchanged HR Notes.

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Following the Merger, HR will not have access to all of the cash flow available to HTA OP when making its required principal and interest payments.

Following the Merger, HR will be a subsidiary of the Combined Company. If a holder does not participate in an exchange offer or if HTA does not accept the holder’s tendered HR Notes, the applicable HR Notes will remain outstanding as HR’s notes. As a result, HR will not have access to all of the cash flow available to HTA outside of that generated by HR in making required principal and interest payments on remaining HR Notes.

The exchange offers and consent solicitations may be cancelled or delayed.

The consummation of the exchange offers and consent solicitations are subject to, and conditional upon, among other things, the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of HR Notes, voting as separate series, and the consummation of the Merger. After the Expiration Date, holders participating in the Exchange Offer will not be permitted to withdraw their tender of HR Notes despite the fact that certain conditions (including the consummation of the Merger) have not yet been satisfied. Currently, the Merger is expected to close in the third quarter of 2022, however there can be no assurance that this will occur. Unless the Expiration Date is extended, it may be several weeks or months after the Expiration Date until the Merger is consummated and it is possible that the Merger will never be consummated. As such, even if each of the exchange offers and consent solicitations is completed, the exchange offers and consent solicitations may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offers and consent solicitations may have to wait significantly longer than expected to receive their HTA Notes and the cash consideration during which time those holders of HR Notes will not be able to effect transfers of their HR Notes tendered for exchange.

You may not receive new HTA Notes in the exchange offers if the procedures for the exchange offers are not followed.

We will issue the HTA Notes in exchange for your HR Notes only if you tender your HR Notes through DTC’s ATOP. None of HTA, HTA OP, HR, the exchange agent, the information agent, the dealer manager or any other person is under any duty to give notification of defects or irregularities with respect to the tenders of HR Notes for exchange.

The consideration to be received in the exchange offers does not reflect any valuation of the HR Notes or the HTA Notes and is subject to market volatility.

We have made no determination that the consideration to be received in the exchange offers represents a fair valuation of either the HR Notes or the HTA Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of HR Notes. Accordingly, none of HTA, HR, the dealer manager, the exchange agent or any other person is making any recommendation as to whether or not you should tender HR Notes for exchange in the exchange offers or deliver a consent pursuant to the consent solicitations.

Risks Related to the Merger

The pendency of the Merger could adversely affect the business and operations of HTA and HR.

In connection with the pending Merger, some tenants or vendors of each of HTA and HR may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of HTA and HR, regardless of whether the Merger is completed. Similarly, current and prospective employees of HTA and HR may experience uncertainty about their future roles with the Combined Company following the Merger, which may materially adversely affect the ability of each of HTA and HR to attract or retain key personnel during the pendency of the Merger. In addition, due to operating covenants in the Merger Agreement, each of HTA and HR may be unable, during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue certain other actions, even if such actions would prove beneficial.

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HTA and/or HR have been named in five lawsuits with respect to the Merger and may be or become the target of additional lawsuits, including stockholder direct and derivative lawsuits, that could result in substantial costs and may delay or prevent the Merger from being completed.

Stockholder direct and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Five lawsuits have been filed by purported stockholders of HR or HTA with respect to the Merger. Three lawsuits have been filed against HR and the members of the HR Board in the United States District Court for the Eastern District of New York and two lawsuits have been filed against HTA and certain members of the HTA Board in the United States District Court for the Southern District of New York. In summary, the Lawsuits allege that the Registration Statement on Form S-4 filed on May 2, 2022, in connection with the Merger omitted certain material information in violation of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and further that the members of the HR Board and the HTA Board, respectively, are liable for those omissions under Section 20(a) of the Exchange Act. The Lawsuits each seek a preliminary and permanent injunction to prevent the completion of the Merger, rescission of the Merger or rescissory damages, costs and attorneys’ fees. In addition, HTA received a demand letter from another purported stockholder of HTA asserting claims similar to those made in the Lawsuits. There can be no assurances as to the outcome of such lawsuits or demands, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger on the agreed-upon terms, such an injunction may delay or prevent the Merger from being completed, which may adversely affect each of HTA’s and HR’s respective business, results of operations and financial position.

If the Merger is not consummated by August 28, 2022, either HTA or HR may terminate the Merger Agreement.

Either HTA or HR may terminate the Merger Agreement if the Merger has not been consummated by August 28, 2022. However, the right to terminate the Merger Agreement will not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement has been the cause of, or resulted in, the failure to consummate the Merger prior to August 28, 2022. See “Summary—The Merger—Termination of the Merger Agreement.”

Risks Related to the Combined Company

Operational Risks

The Combined Company will have a substantial amount of indebtedness and may need to incur more in the future.

The Combined Company will have substantial indebtedness, and in connection with executing the Combined Company’s business strategies following the Merger, the Combined Company expects to continue to evaluate the possibility of acquiring additional properties and making strategic investments, and the Combined Company may elect to finance these endeavors by incurring additional indebtedness. Its substantial indebtedness could have material adverse consequences for the Combined Company, including (a) reducing the Combined Company’s credit ratings and thereby raising its borrowing costs, including credit rating downgrades from the credit agencies, which would adversely modify the Combined Company’s financing costs, (b) hindering the Combined Company’s ability to adjust to changing market, industry or economic conditions, (c) limiting the Combined Company’s ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses, (d) limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses, (e) making the Combined Company more vulnerable to economic or industry downturns, including interest rate increases, and (f) placing the Combined Company at a competitive disadvantage compared to less leveraged competitors.

Additionally, the Combined Company expects that the agreements that will govern the terms of its indebtedness will contain a number of restrictive covenants (including, without limitation, financial maintenance covenants)

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that impose significant operating and financial restrictions on the Combined Company and may limit its ability to engage in acts that may be in its long-term best interest. Moreover, the Combined Company’s ability to satisfy any financial maintenance covenants may be affected by events beyond its control and, as a result, it cannot provide assurance that it will be able to satisfy any such covenants.

A breach of the covenants under the agreements that govern the terms of any of the Combined Company’s indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the applicable creditors to accelerate the related debt and/or terminate any related commitments to extend further credit and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event debtholders accelerate the repayment of the Combined Company’s indebtedness, the Combined Company may not have sufficient resources to repay such indebtedness.

Moreover, to respond to competitive challenges, the Combined Company may be required to raise substantial additional capital to execute its business strategy. The Combined Company’s ability to arrange additional financing will depend on, among other factors, the Combined Company’s financial position and performance, as well as prevailing market conditions and other factors beyond the Combined Company’s control. If the Combined Company is able to obtain additional financing, the Combined Company’s credit ratings could be further adversely affected, which could further raise the Combined Company’s borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness, including the HTA Notes.

The Combined Company expects to incur substantial expenses related to the Merger.

The Combined Company expects to incur substantial expenses in connection with completing the Merger and integrating the business, operations, networks, systems, technologies, policies and procedures of the two companies, including employee severance costs. In addition, there are a large number of systems that must be integrated, including billing, management information, asset management, accounting and finance, payroll and benefits, lease administration and regulatory compliance. Although HTA and HR have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and integration expenses associated with the Merger could, particularly in the near term, exceed the savings that the Combined Company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the Merger. As a result, both HTA and HR expect to incur expenses against their earnings before the completion of the Merger, and the Combined Company expects to incur expenses and charges after the completion of the Merger.

HR and HTA have properties subject to purchase options that expose the Combined Company to reinvestment risk and reduction in expected investment returns.

HR and HTA have, in the aggregate, approximately $54.9 million of real estate property investments that were subject to purchase options held by lessees that were exercisable as of March 31, 2022. Other properties have purchase options that will become exercisable after March 31, 2022. The exercise of these purchase options exposes the Combined Company to reinvestment risk and a reduction in investment return. Certain properties subject to purchase options may be purchased at rates of return above the rates of return the Combined Company expects to achieve with new investments. If the Combined Company is unable to reinvest the sale proceeds at rates of return equal to the return received on the properties that are sold, it may experience a decline in lease revenues and profitability and a corresponding material adverse effect on the Combined Company’s financial condition and results of operations.

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Many of HR’s and HTA’s properties are held as ground lessee under ground leases. These ground leases contain provisions that provide the ground lessor with purchase options or rights of first refusal that may be triggered by the Merger. In addition, ground leases may limit the Combined Company’s ability to lease, sell, or finance these properties in the future.

As of March 31, 2022, HR and HTA had, in the aggregate, 249 properties that were held under ground leases, representing an aggregate gross investment of approximately $5.4 billion. These ground lease agreements typically contain restrictions that limit building occupancy to physicians on the medical staff of an affiliated hospital and prohibit tenants from providing services that compete with the services provided by the affiliated hospital. Ground leases may also contain consent requirements or other restrictions on sale or assignment of the leasehold interest, including purchase options and rights of first refusal in favor of the ground lessor that may become exercisable as a result of the Merger. HR and HTA estimate that purchase options or rights of first refusal on ground leased properties having a gross investment of approximately $1.0 billion may be exercisable by ground lessors as a result of the Merger. Even if not currently exercisable, these ground lease provisions may limit the Combined Company’s ability to lease, sell, or obtain mortgage financing secured by such properties which, in turn, could adversely affect the income from operations or the proceeds received from a sale. As a ground lessee, the Combined Company is also exposed to the risk of reversion of the property upon expiration of the ground lease term, or an earlier breach by the Combined Company of the ground lease, which may have a material adverse effect on the Combined Company’s consolidated financial condition and results of operations.

Following the Merger, the Combined Company may be unable to integrate the businesses of HTA and HR successfully and realize the anticipated synergies and related benefits of the Merger or do so within the anticipated timeframe.

The Merger involves the combination of two companies that currently operate as independent public companies. The Combined Company will be required to devote significant management attention and resources to integrating the business practices and operations of HTA and HR. Potential difficulties the Combined Company may encounter in the integration process include the following:

For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Combined Company’s management, the disruption of the Combined Company’s ongoing business or inconsistencies in the Combined Company’s services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Combined Company to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Combined Company.

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Following the Merger, the Combined Company may be unable to retain key employees.

The success of the Combined Company after the Merger will depend in part upon its ability to retain key employees. Key employees may depart either before or after the Merger because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company following the Merger. Accordingly, no assurance can be given that HTA, HR or, following the Merger, the Combined Company will be able to retain key employees.

The employment agreement of Peter N. Foss, HTA’s current Interim Chief Executive Officer, expires upon the closing of the Merger.

Robert A. Milligan, HTA’s current Chief Financial Officer, is expected to terminate his employment with HTA for good reason pursuant to his employment agreement immediately following the Merger as he will not be assuming the position of chief financial officer of the Combined Company.

Amanda L. Houghton, HTA’s current Executive Vice President — Asset Management, has generally obligated herself to continue her employment with the Combined Company for ninety days after the Merger, but is expected to terminate her employment at the expiration of that period.

The Merger will result in changes to the board of directors and management of the Combined Company that may affect the strategy of the Combined Company as compared to that of HTA and HR.

If the parties complete the Merger, the composition of the Combined Company Board and management team will change from the current boards and management teams of HTA and HR. For example, the Combined Company Board will have thirteen members, expected to consist of all nine current HR Board members and four current Company Board members. The four existing HTA directors who will join the Combined Company Board are W. Bradley Blair II, Vicki U. Booth, Jay P. Leupp and Constance Moore. The management team of the Combined Company will be comprised entirely of the current management team of HR, with no current members of HTA’s management team serving the Combined Company in their current roles. This new composition of the board of directors, together with the management team, of the Combined Company may affect the business strategy and operating decisions of the Combined Company upon the completion of the Merger.

The future results of the Combined Company will suffer if the Combined Company does not effectively manage its expanded operations following the Merger.

Following the Merger, the Combined Company may continue to expand its operations through additional acquisitions and other strategic transactions, some of which involve complex challenges. The future success of the Combined Company will depend, in part, upon the ability of the Combined Company to manage its expansion opportunities, which pose substantial challenges for the Combined Company to integrate new operations into its existing business in an efficient and timely manner, and upon its ability to successfully monitor its operations, costs, regulatory compliance and service quality, and to maintain other necessary internal controls. The Combined Company cannot assure you that its expansion or acquisition opportunities will be successful, or that the Combined Company will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

Regulatory and Legal Risks

Counterparties to certain agreements with HTA or HR may exercise contractual rights under such agreements in connection with the Merger.

HTA and HR are each party to certain agreements that give the counterparties certain rights in connection with a qualifying change in control, including in some cases the right to terminate the agreement. The Merger may constitute a change in control under some of these agreements, and, therefore, the counterparties could exercise

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any rights they may have regarding termination, recourse against the Combined Company for obligations of its subsidiaries, acceleration of payment obligations or otherwise. In addition, counterparties may seek modifications of the terms of agreements as a condition to granting a waiver or consent. If such counterparties exercise any such contractual rights, this may adversely impact the Combined Company.

Joint venture investments, including those resulting from the anticipated possible contribution of certain HTA properties into one or more joint ventures prior to the consummation of the Merger, could be adversely affected by the Combined Company’s lack of sole decision-making authority, its reliance on its joint venture partners’ financial condition or disputes between any joint venture partner and the Combined Company.

Both HTA and HR currently have joint venture investments that will constitute a portion of the Combined Company’s assets upon consummation of the Merger. In addition, it is anticipated that certain to-be-identified assets of HTA will be contributed to one or more joint ventures to be formed immediately prior to the consummation of the Merger; provided, however, that any such contribution is contingent upon the exchange of irrevocable certifications by HR and HTA that all closing conditions set forth in the Merger Agreement have been irrevocably satisfied or waived. The Combined Company is expected to continue to have such arrangements, and may enter into additional joint ventures, following the completion of the Merger. HTA and HR are not, and the Combined Company will not be, in a position to exercise sole decision-making authority regarding these partnerships, joint ventures or other entities. Investments in partnerships, joint ventures and other entities may, under certain circumstances, involve risks not present were a third party not involved. For example, joint venture partners may have economic or other business interests or goals that are inconsistent with the business interests or goals of HR, HTA or the Combined Company, they could be in a position to take actions contrary to the policies or objectives of HR, HTA or the Combined Company, and they may have competing interests that could create conflict of interest issues. Such investments may also have the potential risk of impasses with respect to decisions because neither HR, HTA, the Combined Company nor the joint venture partner would have full control over the partnership or joint venture. In addition, joint venture partners of HR or HTA may have consent rights, rights to buy or sell joint venture interests, or other rights under certain agreements, which may be implicated as a result of the Merger. Disputes between HR, HTA or the Combined Company and joint venture partners may result in litigation or arbitration. In addition, if joint venture partners fail to fund their share of required capital contributions due to insolvency or for other reasons, the joint venture investments, including properties owned by the joint ventures, could be subject to additional risk.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements and notes thereto present the unaudited pro forma condensed consolidated balance sheet as of March 31, 2022, and the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2022, and the year ended December 31, 2021. The unaudited pro forma condensed consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, in order to give effect to the Pro Forma Transactions (as defined and described below) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. As used herein, the term “HR” means Healthcare Realty Trust Incorporated and its consolidated subsidiaries, and the term “HTA” means Healthcare Trust of America, Inc. and its consolidated subsidiaries (including HTA OP), as the context requires. The term “HTA OP” means Healthcare Trust of America Holdings, LP.

On February 28, 2022, HTA and HR announced that they agreed to enter into a strategic business combination in accordance with the terms of the Merger Agreement among HR, HTA, HTA OP and Merger Sub. Pursuant to the Merger Agreement, HTA will enter into a combination with HR through a merger of Merger Sub, a direct, wholly-owned subsidiary of HTA, with and into HR, with HR surviving the Merger as the surviving entity and a direct, wholly-owned subsidiary of HTA. If the Merger is completed pursuant to the Merger Agreement, each share of HR Common Stock outstanding immediately prior to the closing of the Merger will convert into the right to receive 1.00, which we refer to as the Exchange Ratio, newly-issued share of HTA Common Stock. Contingent on the closing of the Merger, the holders of shares of HTA Common Stock issued and outstanding on the last business day prior to the closing date of the Merger will receive the Special Distribution in the amount of $4.82 in cash per share of HTA Common Stock held on such date. HTA and HR expect that the Special Distribution will be funded with a combination of capital contributed by one or more newly formed joint ventures and proceeds from asset sales. HTA and HR are in discussions with multiple potential joint venture partners and asset purchasers and expect to contribute certain HTA properties into one or more joint ventures. However, the terms of any such potential joint ventures or asset sales are not yet known or probable and, therefore, these unaudited pro forma condensed consolidated financial statements reflect the payment of the Special Distribution being funded with proceeds from the debt financing described in Note 4 to these unaudited pro forma condensed consolidated financial statements. Additionally, as a part of the debt financing described in Note 4, HTA OP is offering to exchange, upon the terms and conditions set forth in this prospectus, any and all of each series of outstanding HR Notes listed on the front cover of this prospectus for newly issued series of HTA Notes with the same interest rates, interest payment dates, redemption terms and the same maturity as the corresponding series of HR Notes. For additional information, refer to the section titled “Summary — The Merger — Accounting Treatment of the Merger” beginning on page 9 of this prospectus.

The unaudited pro forma condensed consolidated financial statements present the financial condition and results of operations of the Combined Company, after giving effect to the Merger, and have been prepared by applying the acquisition method of accounting under ASC 805. It is anticipated that the Merger will be considered a reverse acquisition, with HR considered as the accounting acquirer even though HTA will be the issuer of equity interests in connection with the Merger. HR was identified as the accounting acquirer after consideration of various indicators outlined in the guidance as they apply to the specific facts and circumstances of the Merger. The strongest factors supporting the treatment of HR as the accounting acquirer include that the executive team of the Combined Company will be comprised of current HR senior management (with none of the current HTA executives expected to retain their current positions after the Merger) and the thirteen member board of directors of the Combined Company will be comprised of all nine members of the HR Board serving immediately prior to the effective time of the Merger and four members selected by HTA. Through application of the screen test outlined in ASC 805, it was concluded that substantially all of the fair value of the assets acquired is not concentrated in a single identifiable asset or group of similar identifiable assets. As a result, the Merger will be accounted for as a business combination and HR will recognize and measure, at fair value, the assets acquired and liabilities assumed of HTA. Goodwill will be recognized for the difference between the purchase price and the aggregate fair value of the identifiable assets acquired less liabilities assumed.

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The unaudited pro forma condensed consolidated financial statements are based on the historical condensed consolidated financial statements and consolidated financial statements of HR and HTA as adjusted to give effect to the following, which we refer to collectively as the Pro Forma Transactions:

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2022 gives effect to the Pro Forma Transactions as if they occurred on March 31, 2022. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2022, and the year ended December 31, 2021 give effect to the Pro Forma Transactions as if they occurred on January 1, 2021.

These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by management of HR and HTA. The unaudited pro forma adjustments represent estimates of HR’s and HTA’s management based on information available as of the date of the unaudited pro forma condensed consolidated financial statements and are subject to change as additional information becomes available and additional analyses are performed. However, management of HR and HTA believe that the assumptions provide a reasonable basis for presenting the significant effects that are directly attributable to the Pro Forma Transactions, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of what the Combined Company’s financial condition or results of operations actually would have been if the Pro Forma Transactions had been consummated as of the dates indicated, nor do they purport to represent the Combined Company’s consolidated financial position or results of operations for future periods.

Additionally, these unaudited pro forma condensed consolidated financial statements do not include any adjustments not otherwise described herein, including such adjustments associated with: (1) the formation of one or more new joint ventures or proceeds from asset sales that are currently contemplated, as the terms of any such joint ventures or asset sales are not yet known or probable; (2) certain nonrecurring expenses incurred by HTA during the three months ended March 31, 2022, and the year ended December 31, 2021, in connection with its announced strategic review process, its whistleblower investigation (as further outlined in HTA’s Current Report on Form 8-K filed with the SEC on November 4, 2021), and Chief Executive Officer search costs; (3) HR’s or HTA’s real estate acquisitions or dispositions that have closed or may close after March 31, 2022, or the related financing of those acquisitions, as such acquisitions and dispositions were not significant; (4) potential synergies that may be achieved following the Merger, including potential overall savings in general and administrative expense, or any strategies that the Combined Company’s management may consider in order to continue to efficiently manage the Combined Company’s operations; and (5) any integration costs (including one-time costs) that may be incurred following the consummation of the Merger, which may be necessary to achieve the potential synergies, since the extent of such costs is not reasonably certain.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transactions had been completed on the dates indicated, nor are they indicative of the Combined Company’s financial position or results of operations that may be expected for any future period or date. In addition, future results may vary significantly from those reflected in the unaudited pro forma condensed consolidated financial statements due to factors discussed in the section titled “Risk Factors” beginning on page 27 within this prospectus.

Note 2 — Significant Accounting Policies

The accounting policies used in the preparation of these unaudited pro forma condensed consolidated financial statements are those set out in HR’s audited consolidated financial statements as of and for the year ended December 31, 2021, and HR’s unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022. Management has determined that there were no significant accounting policy differences between HR and HTA and, therefore, no adjustments were made to conform HTA’s financial statements to the accounting policies used by HR in the preparation of the unaudited pro forma condensed consolidated financial statements. This conclusion is subject to change as further assessment is performed and finalized.

As part of the application of ASC 805, HR will continue to conduct a more detailed review of HTA’s accounting policies in an effort to determine if differences in accounting policies require further reclassification or adjustment of HTA’s results of operations or reclassification or adjustment of assets or liabilities to conform to HR’s accounting policies and classifications. Therefore, HR may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed consolidated financial information. In certain cases, the information necessary to evaluate the differences in accounting policies and the impacts thereof may not be available until after the Merger is completed.

Note 3 — Reclassification Adjustments

HTA and HR historical financial statement line items include the reclassification of certain historical balances to conform to the post-combination Combined Company presentation of these unaudited pro forma condensed consolidated financial statements, as described below. These reclassifications have no effect on previously reported total assets, total liabilities, stockholders’ equity or net income available to common stockholders of HR or HTA.

Balance Sheet

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The following table presents the impact of the reclassification adjustments on HTA’s historical condensed consolidated balance sheet.