SCOTTSDALE, Ariz., July 6, 2022
/PRNewswire/ -- Healthcare Trust of America, Inc. (NYSE: HTA)
("HTA") announced today that its Board of Directors has established
the last business day prior to the closing date of the previously
announced merger (the "Merger") with Healthcare Realty Trust
Incorporated ("HR"), which is currently projected to be
Tuesday, July 19, 2022, as the record
date for the special distribution of $4.82 per share of Class A Common Stock (the
"Special Distribution") to be paid pursuant to the merger agreement
with HR. Pre-Merger HTA stockholders as of the record date will be
entitled to receive the Special Distribution.
The Special Distribution is conditioned upon and subject to the
approval by HTA and HR stockholders of the Merger and successful
closing of the Merger in accordance with the merger agreement.
Subject to favorable stockholder votes, the Merger is expected to
close on July 20, 2022 (the "Merger
Closing Date"). The Special Distribution will be paid five (5)
business days following the effective time of the Merger, which is
currently projected to be Wednesday, July
27, 2022. Due to the contingent nature of the Special
Distribution, HTA's Class A Common Stock will trade with "due
bills", representing an assignment of the right to receive the
Special Distribution, beginning one business day prior to the
record date, projected to be July 18,
2022, through the Merger Closing Date.
Additionally, the eligible holders of HTA's operating
partnership units ("OP Units") will received an OP Unit
distribution, which is on par with HTA's Class A Common Stock
Special Distribution described above.
Important Information About the Special Distribution
Due to the contingent nature of the Special Distribution, as
required by the rules of the NYSE, HTA's Class A Common Stock will
trade with "due bills", representing an assignment of the right to
receive the Special Distribution, beginning one business day prior
to the record date, projected to be July 18,
2022, through the Merger Closing Date (such period of time
the "Due-bill Period"). AS A RESULT, HOLDERS OF HTA'S CLASS
A COMMON STOCK ON THE RECORD DATE MUST HOLD HTA CLASS A COMMON
STOCK THROUGH THE MERGER CLOSING DATE IN ORDER TO BE ENTITLED TO
RECEIVE THE SPECIAL DISTRIBUTION. HTA STOCKHOLDERS WHO SELL THEIR
SHARES ON OR BEFORE THE MERGER CLOSING DATE WILL NOT BE ENTITLED TO
RECEIVE THE SPECIAL DISTRIBUTION. PURCHASERS OF HTA CLASS A COMMON
STOCK DURING THE DUE-BILL PERIOD (EVEN IF THE TRADE WILL SETTLE
AFTER THE DUE-BILL PERIOD) WHO HOLD SUCH SHARES ON THE MERGER
CLOSING DATE WILL BE ENTITLED TO RECEIVE THE SPECIAL DISTRIBUTION
IN THE EVENT THAT THE MERGER IS SUCCESSFULLY CLOSED. STOCKHOLDERS
THAT SELL HTA CLASS A COMMON STOCK DURING THE DUE-BILL PERIOD (EVEN
IF THE TRADE WILL SETTLE AFTER THE DUE-BILL PERIOD) WILL NOT BE
ENTITLED TO RECEIVE THE SPECIAL DISTRIBUTION IN THE EVENT THAT THE
MERGER IS SUCCESSFULLY CLOSED.
Due bills obligate a seller of shares of stock to deliver the
dividend to the buyer. The due-bill obligations are settled
customarily between the brokers representing buyers and sellers of
the stock. HTA has no obligation for either the amount of the due
bill or the processing of the due bill. Buyers and sellers of HTA
Class A Common Stock during the Due-bill Period should consult with
their broker before trading in HTA Class A Common Stock to be sure
they understand the effect of the NYSE's due-bill procedures.
HTA's Class A Common Stock will begin to trade ex-dividend on
the first business day after the Merger Closing Date. AS A
RESULT, INVESTORS WHO ENTER INTO TRADES TO PURCHASE HTA CLASS A
COMMON STOCK ON OR AFTER THE EX-DIVIDEND DATE WILL NOT RECEIVE THE
SPECIAL DISTRIBUTION.
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 leading gateway 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 HTA invests in
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. We believe 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.
Forward-Looking Language
This 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 (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 Securities and Exchange Commission.
Contacts
Financial Contact:
Robert A.
Milligan
Chief Financial Officer
480.998.3478
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SOURCE Healthcare Trust of America, Inc.