|
Entry into a Material Definitive Agreement. |
On September 14, 2020, Healthcare Trust of America Holdings, LP (the “Operating Partnership”), the operating partnership subsidiary of Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA” and, together with the Operating Partnership, the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) among the Operating Partnership and HTA, on the one hand, and Wells Fargo Securities, LLC, Jefferies LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc. (the “Representatives”), on the other hand. The Underwriting Agreement relates to the issuance of $800.0 million in aggregate principal amount of the Operating Partnership’s 2.000% Senior Notes due 2031 (the “2031 Notes”) in a public offering (the “Offering”) through underwriters represented by the Representatives. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.
The 2031 Notes will be registered under the Securities Act on the Company’s automatic shelf registration statement on Form
S-3
(File
No. 333-223172),
filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2018, as amended by post-effective amendment No. 1 thereto, filed with the Commission on September 5, 2019 (collectively, the “Registration Statement”). The 2031 Notes will be issued pursuant to an indenture (the “2031 Notes Indenture”), among the Operating Partnership, as issuer, HTA, as guarantor, and U.S. Bank National Association, as trustee. The 2031 Notes Indenture will contain various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness, requirements to maintain a pool of unencumbered assets and requirements to maintain insurance with financially sound and reputable insurance companies.
The net proceeds of the Offering will be approximately $786.9 million, excluding accrued interest and after deducting the underwriting discount and estimated offering expenses. The Operating Partnership intends to use the net proceeds of the Offering (i) to redeem all of the Operating Partnership’s outstanding 3.70% Senior Notes due 2023 (the “2023 Notes”), (ii) to repay a portion of the outstanding indebtedness under the Operating Partnership’s unsecured revolving credit and term loan facility and (iii) for general corporate purposes, including, without limitation, working capital and investment in real estate.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, filed as Exhibit 1.1 hereto and incorporated by reference herein.
|
Regulation FD Disclosure. |
Notice of Redemption of 2023 Notes
On September 15, 2020, the Company gave notice of optional full redemption pursuant to the Indenture, dated as of March 28, 2013 (the “2023 Notes Indenture”), among the Operating Partnership, HTA and U.S. Bank National Association, as trustee, that the Company has elected to redeem (the “2023 Notes Redemption”) on September 28, 2020 (the “2023 Notes Redemption Date”) all of its outstanding 2023 Notes. We expect to redeem the 2023 Notes at the redemption price specified in the 2023 Notes Indenture, which will be determined based on the Adjusted Treasury Rate (as defined in such 2023 Notes Indenture) on the third business day prior to the 2023 Notes Redemption Date, plus accrued and unpaid interest thereon up to, but not including, the 2023 Notes Redemption Date.
A copy of the notice of optional full redemption is furnished with this Current Report on
Form 8-K as
Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form
8-K
does not constitute a notice of redemption under the 2023 Notes Indenture. The information included in this Section 7.01 of 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 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 Company’s intent, belief or expectations, including, but not limited to, statements regarding the intention to consummate the offering of the 2031 Notes and the 2023 Notes Redemption. 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 their ability to consummate the offering of the 2031 Notes and any additional factors identified in the Company’s filings with the 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 Exchange Act. 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.