Healthcare Trust of America, Inc. (“HTA”, NYSE: HTA) announced
today that, as of 5:00 p.m., New York City time, on June 28, 2022
(the “Early Consent Date”), the aggregate principal amounts of each
series of notes listed in the table below (collectively, the “HR
Notes”) previously issued by Healthcare Realty Trust Incorporated
(“HR”), had been validly tendered and not validly withdrawn in
connection with HTA’s previously announced offers to exchange all
validly tendered and accepted HR Notes of each such series for
notes to be issued by Healthcare Trust of America Holdings, LP
(“HTA OP” and together with HTA, the “Company”), and the related
solicitation of consents from holders of the HR Notes to amend the
indenture governing the HR Notes to, among other things, eliminate
substantially all of the restrictive covenants in such indenture.
Holders of HR Notes who validly tender such notes after the Early
Consent Date and at or prior to the Expiration Date (which is 5:00
p.m., New York City time, July 20, 2022 unless extended) will not
receive the early participation premium which is equal to $30
principal amount of the notes to be issued by HTA OP (the “HTA
Notes”). A registration statement on Form S-4 (File No. 333-265593)
(the “Registration Statement”) relating to the issuance of the HTA
Notes was filed with the Securities and Exchange Commission (“SEC”)
on June 14, 2022 and was declared effective by the SEC on June 28,
2022.
Series of HR Notes |
Tenders and Consents Received as of theEarly Consent Date |
Percentage of Total Outstanding PrincipalAmount of Such Series of
HR Notes |
3.875% Senior Notes due 2025 |
$235,016,000 |
94.01% |
3.625% Senior Notes due
2028 |
$290,236,000 |
96.75% |
2.400% Senior Notes due
2030 |
$297,397,000 |
99.13% |
2.050% Senior Notes due
2031 |
$298,858,000 |
99.62% |
As of the Early Consent Date, HTA has received valid consents to
the proposed amendments from the holders of at least a majority of
the outstanding aggregate principal amount of each series of the HR
Notes, each voting as a separate series. Accordingly, subject to
the below, the proposed amendments will become effective on the
settlement date, which is expected to be on or about the second
business day following the Expiration Date. The consummation of the
exchange offers and consent solicitations (together, the “Exchange
Offers”) is subject to, and conditioned upon, the satisfaction or
waiver (other than the waiver of the condition requiring
consummation of the Merger (as defined in the Preliminary
Prospectus referred to below)) of the conditions set forth in the
Company’s preliminary prospectus, dated as of June 14, 2022 (the
“Preliminary Prospectus”), which forms a part of the Registration
Statement, including, among other things, the consummation of the
Merger, which is currently expected to close on July 20, 2022,
subject to customary closing conditions. The Exchange Offers will
expire at 5:00 p.m., New York City time on July 20, 2022.
The closing of the Merger is not conditioned upon the
completion of the Exchange Offers. The closing of the Exchange
Offers is conditioned upon the completion of the
Merger.
The dealer manager and solicitation agent for the Exchange
Offers is:
Wells Fargo Securities, LLC 550 South Tryon
Street, 5th Floor
Charlotte, North Carolina 28202Attention: Liability Management
Group Collect: (704) 410-4759Toll Free: (866)
309-6316Email: liabilitymanagement@wellsfargo.com
The exchange agent and information agent for the Exchange Offers
is:
D.F. King & Co., Inc.48 Wall Street, 22nd
FloorNew York, New York 10005Attn: Michael HorthmanBank and Brokers
Call Collect: (212) 269-5550All Others, Please Call Toll-Free:
(800) 334-0384 Email: hr@dfking.com
Requests for copies of the Prospectus can be
made directly to the exchange agent and information agent listed
above or by visiting the investor relations page of the HTA website
at: www.ir.htareit.com.
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy, any of the
securities described herein and is also not a solicitation of the
related consents. The Exchange Offers may be made only pursuant to
the terms and conditions of the Prospectus and the other related
materials. A Registration Statement relating to the HTA Notes has
been filed with the SEC and was declared effective on June 28,
2022.
About Healthcare Trust of America,
Inc. Healthcare Trust of America, Inc. (NYSE: HTA) is the
largest dedicated owner and operator of medical office buildings in
the United States, with assets comprising approximately 26.0
million square feet of gross leasable area, and with $7.8 billion
invested primarily in medical office buildings, as of March 31,
2022. HTA provides real estate infrastructure for the integrated
delivery of healthcare services in highly-desirable locations.
Investments are targeted to build critical mass in 20 to 25 high
quality markets that generally have leading university and medical
institutions, which generally translates to superior demographics,
highly-educated graduates, intellectual talent and job growth. The
strategic markets in which HTA invests support a strong, long-term
demand for quality medical office space. HTA utilizes an integrated
asset management platform consisting of on-site leasing, property
management, engineering and building services, and development
capabilities to create complete, state of the art facilities in
each market. HTA believes this drives efficiencies, strong tenant
and health system relationships, and strategic partnerships that
result in high levels of tenant retention, rental growth and
long-term value creation. Headquartered in Scottsdale, Arizona, HTA
has developed a national brand with dedicated relationships at the
local level. Founded in 2006 and listed on the New York Stock
Exchange in 2012, HTA has produced attractive returns for its
stockholders that have outperformed the US REIT index, since
inception. More information about HTA can be found on the Company’s
Website (www.htareit.com), Facebook, LinkedIn and Twitter.
About Healthcare Realty Trust
IncorporatedHealthcare 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
March 31, 2022, the Company was invested in 263 real estate
properties in 23 states totaling 17.9 million square feet and had
an enterprise value of approximately $6.1 billion, defined as
equity market capitalization plus the principal amount of debt less
cash. The Company provided leasing and property management services
to 14.8 million square feet nationwide.
Forward-Looking StatementsThis
press release contains certain forward-looking statements with
respect to HTA. Forward-looking statements are statements that are
not descriptions of historical facts and include statements
regarding management’s intentions, beliefs, expectations, plans or
predictions of the future, 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. Because such
statements include risks, uncertainties and contingencies, actual
results may differ materially and in adverse ways from those
expressed or implied by such forward-looking statements. These
risks, uncertainties and contingencies include, without limitation,
the following: HTA’s ability to consummate the Merger with HR on
the proposed terms or on the anticipated timeline, or at all,
including risks and uncertainties related to securing the necessary
stockholder approvals and satisfaction of other closing conditions
to consummate the Merger; the occurrence of any event, change or
other circumstance that could give rise to the termination of the
definitive merger agreement relating to the Merger; risks related
to diverting the attention of HTA and HR management from ongoing
business operations; failure to realize the expected benefits of
the Merger; significant transaction costs and/or unknown or
inestimable liabilities; risks associated with stockholder
litigation in connection with the Merger, including resulting
expense or delay; the risk that HTA’s business will not be
integrated successfully or that such integration may be more
difficult, time-consuming or costly than expected; the ability to
obtain the expected financing to consummate the Merger; risks
related to future opportunities and plans for HTA, including the
uncertainty of expected future financial performance and results of
the combined company following completion of the Merger; effects
relating to the announcement of the proposed transaction or any
further announcements or the consummation of the Merger on the
market price of HTA’s or HR’s common stock; the possibility that,
if the combined 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 HTA’s common stock could
decline; general adverse economic and local real estate conditions;
changes in economic conditions generally and the real estate market
specifically; legislative and regulatory changes, including changes
to laws governing the taxation of REITs and changes to laws
governing the healthcare industry; the availability of capital;
changes in interest rates; competition in the real estate industry;
the supply and demand for operating properties in HTA’s proposed
market areas; changes in accounting principles generally accepted
in the US; policies and guidelines applicable to REITs; the
availability of properties to acquire; the availability of
financing; pandemics and other health concerns, and the measures
intended to prevent their spread, including the currently ongoing
COVID-19 pandemic; and the potential material adverse effect these
matters may have on HTA’s business, results of operations, cash
flows and financial condition. Additional information concerning
HTA and its business, including additional factors that could
materially and adversely affect HTA’s financial results, include,
without limitation, the risks described under Part I, Item 1A -
Risk Factors, in HTA’s 2021 Annual Report on Form 10-K and in HTA’s
other filings with the SEC.
Financial
Contact: Robert
Milligan Chief
Financial
Officer Healthcare
Trust of America,
Inc. 480.998.3478RobertMilligan@htareit.com
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