HEALTHCARE TRUST OF AMERICA, INC. (Form: 8-K, Received: 07/21/2022 09:17:39)

Healthcare Realty Trust Incorporated

Dated: July 2
1
, 2022

/s/ Andrew E. Loope

Andrew E. Loope

Senior Vice President, Corporate Counsel, and Secretary

HEALTHCARE TRUST OF AMERICA, INC.Healthcare Trust of America Holdings, LP00013606040001495491falsefalse 0001360604 2022-07-20 2022-07-20 0001360604 hta:HealthcareTrustOfAmericaHoldingsLPMember 2022-07-20 2022-07-20

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): July 20, 2022

Healthcare Realty Trust Incorporated

Healthcare Realty Holdings, L.P.

(Exact name of Registrant as Specified in its Charter)


Healthcare Realty Trust Incorporated	Maryland	001-35568	20-4738467
Healthcare Realty Holdings, L.P.	Delaware	333-190916	20-4738467
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


16435 N. Scottsdale Road, Suite 320 Scottsdale, Arizona 85254		(480) 998-3478
(Address of Principal Executive Office and Zip Code)		(Registrant’s Telephone Number, Including Area Code)

Healthcare Trust of America, Inc.

Healthcare Trust of America Holdings, LP

(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 (see General Instructions A.2. below):

☐	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 Class:	Trading Symbol(s):	Name of Exchange on Which Registered:
Class A Common Stock, $0.01 par value per share	HR	New York Stock Exchange

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 ☐ Healthcare Realty Trust Incorporated

Emerging growth company ☐ Healthcare Realty Holdings, L.P.

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.

Healthcare Realty Trust Incorporated ☐

Healthcare Realty Holdings, L.P. ☐

Item 7.01

Regulation FD Disclosure.

On July 20, 2022, Healthcare Realty Trust Incorporated (formerly known as Healthcare Trust of America, Inc. (“HTA”)), a Maryland corporation (the “Company”), issued a press release announcing the closing of its previously announced business combination (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of February 28, 2022, among HTA, Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Company OP”), Healthcare Realty Trust Incorporated, a Maryland corporation (“Former HR”), and HR Acquisition 2, LLC, a Maryland limited liability company and a direct, wholly owned subsidiary of HTA (“Merger Sub”). In connection with the Business Combination, the Company changed its name to “Healthcare Realty Trust Incorporated.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form

8-K.

The information included in this Item 7.01 to this Current Report on Form

8-K,

including Exhibit 99.1, is deemed “furnished” and not filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form

8-K

contains forward-looking statements. Forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company. These statements are based on the Company’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, it can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s expectations include, but are not limited to, the factors identified in the Company’s filings with the Securities and Exchange Commission, including the financial statements and related notes as well as the “Risk Factors” section in the Company’s most recent Annual Report on Form

10-K,

as updated by the subsequent filings under the Securities Exchange Act of 1934, as amended. The Company expressly disclaims any obligation to update or revise any information in this Current Report on Form

8-K,

including forward-looking statements, whether to reflect any change in their expectations, any change in events, conditions or circumstances, or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release dated July 20, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	Healthcare Realty Holdings, L.P.

	By:	Healthcare Realty Trust Incorporated, its General Partner

Date d : July 2 1 , 2022	By:	/s/ Andrew E. Loope
	Name:	Andrew E. Loope
	Title:	Senior Vice President, Corporate Counsel, and Secretary

Exhibit 99.1

News Release

HEALTHCARE REALTY TRUST AND HEALTHCARE TRUST OF AMERICA ANNOUNCE CLOSING OF MERGER

Combination creates preeminent, pure-play medical office building REIT

NASHVILLE, Tennessee and Scottsdale, Arizona, July 20, 2022 – Healthcare Realty Trust Incorporated (NYSE: HR) (“Healthcare Realty” or the “Company”) and Healthcare Trust of America, Inc. (NYSE: HTA) (“Healthcare Trust of America” or “HTA”) today announced the closing of their previously announced merger. The combined company will continue to operate with the Healthcare Realty name and trade on the NYSE under the ticker symbol HR.

The combination brings together two of the largest owners of medical office buildings to create the preeminent, pure-play medical office building REIT. The combined company will have unmatched market scale in concentrated clusters, increased diversification, and a strengthened balance sheet with enhanced liquidity and improved access to capital. The combination is expected to be accretive through meaningful near-term synergies, with additional value from operational upside, expanded health system relationships, and a larger development pipeline.

Citigroup Global Markets Inc. is serving as lead financial advisor, Scotiabank is serving as financial advisor, and Hunton Andrews Kurth LLP and Waller Lansden Dortch & Davis, LLP are acting as legal advisors to Healthcare Realty. In addition, BlackBirch Capital is acting as financial advisor to Healthcare Realty on the previously announced asset sales and joint venture transactions. J.P. Morgan Securities LLC is acting as exclusive financial advisor and McDermott Will & Emery LLP is acting as legal advisor to Healthcare Trust of America.

About Healthcare Realty Trust Incorporated

Healthcare Realty Trust Incorporated (NYSE: HR) is a real estate investment trust that integrates owning, managing, financing and developing income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. As of the closing of the merger on July 20, 2022, the Company was invested in over 700 real estate properties totaling approximately 44 million square feet and provided leasing and property management services to more than 30 million square feet nationwide.


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Forward-Looking Statements

This communication contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes: this statement for purposes of complying with the safe harbor provisions. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Forward-looking statements regarding the Company, include, but are not limited to, statements of management’s beliefs, intentions or goals, and other statements that are not historical facts. These forward-looking statements are based on current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: failure to realize the expected benefits of the merger; significant transaction costs and/or unknown or inestimable liabilities; the risk that the Company’s and HTA’s respective businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the transaction; the possibility that, if the Company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline; general adverse economic and local real estate conditions; the inability of significant tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; increases in interest rates; increases in operating expenses and real estate taxes; changes in the dividend policy for the Company’s common stock or its ability to pay dividends; impairment charges; pandemics or other health crises, such as the COVID-19 pandemic; and other risks and uncertainties affecting the Company , including those described from time to time under the caption “Risk Factors” and elsewhere in the Company’s and HTA’s Securities and Exchange Commission (“SEC”) filings and reports, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, HTA’s Annual Report on Form 10-K for the year ended December 31, 2021, and future filings and reports by either company. Moreover, other risks and uncertainties of which the Company is not currently aware may also cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

Financial Contact

Kris Douglas, Chief Financial Officer

P: (615) 269-8175

Media Contacts

Charlie Koons / Elizabeth Volpe

Brunswick Group

P: (212) 333-3810


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