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Healthcare Trust of America, Inc., et al. – ‘8-K’ for 3/5/21

On:  Monday, 3/8/21, at 6:07am ET   ·   For:  3/5/21   ·   Accession #:  1193125-21-72137   ·   File #s:  1-35568, 333-190916

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/21  Healthcare Trust of America, Inc. 8-K:1,9     3/05/21   29:5.6M                                   Donnelley … Solutions/FA
          Healthcare Trust of America Holdings, LP

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     43K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    242K 
11: EX-1.10     Underwriting Agreement or Conflict Minerals Report  HTML    245K 
12: EX-1.11     Underwriting Agreement or Conflict Minerals Report  HTML    154K 
13: EX-1.12     Underwriting Agreement or Conflict Minerals Report  HTML    152K 
14: EX-1.13     Underwriting Agreement or Conflict Minerals Report  HTML    172K 
15: EX-1.14     Underwriting Agreement or Conflict Minerals Report  HTML    150K 
16: EX-1.15     Underwriting Agreement or Conflict Minerals Report  HTML    149K 
17: EX-1.16     Underwriting Agreement or Conflict Minerals Report  HTML    147K 
18: EX-1.17     Underwriting Agreement or Conflict Minerals Report  HTML    145K 
19: EX-1.18     Underwriting Agreement or Conflict Minerals Report  HTML    147K 
 3: EX-1.2      Underwriting Agreement or Conflict Minerals Report  HTML    244K 
 4: EX-1.3      Underwriting Agreement or Conflict Minerals Report  HTML    247K 
 5: EX-1.4      Underwriting Agreement or Conflict Minerals Report  HTML    244K 
 6: EX-1.5      Underwriting Agreement or Conflict Minerals Report  HTML    244K 
 7: EX-1.6      Underwriting Agreement or Conflict Minerals Report  HTML    243K 
 8: EX-1.7      Underwriting Agreement or Conflict Minerals Report  HTML    243K 
 9: EX-1.8      Underwriting Agreement or Conflict Minerals Report  HTML    218K 
10: EX-1.9      Underwriting Agreement or Conflict Minerals Report  HTML    215K 
20: EX-5.1      Opinion of Counsel re: Legality                     HTML     19K 
25: R1          Document and Entity Information                     HTML     52K 
27: XML         IDEA XML File -- Filing Summary                      XML     20K 
24: XML         XBRL Instance -- d135302d8k_htm                      XML     17K 
26: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
22: EX-101.LAB  XBRL Labels -- hta-20210305_lab                      XML     59K 
23: EX-101.PRE  XBRL Presentations -- hta-20210305_pre               XML     39K 
21: EX-101.SCH  XBRL Schema -- hta-20210305                          XSD     16K 
28: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    23K 
29: ZIP         XBRL Zipped Folder -- 0001193125-21-072137-xbrl      Zip    771K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  8-K  
 i false  i 0001360604 0001360604 2021-03-05 2021-03-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM  i 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): March 8, 2021 ( i March 5, 2021)

 

 

 i HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

 

 

 

 i Maryland (Healthcare Trust of America, Inc.)   001-35568   20-4738467
Delaware (Healthcare Trust of America Holdings, LP)    i 333-190916    i 20-4738347

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 i 16435 N. Scottsdale Road,  i Suite 320,  i Scottsdale,  i Arizona  i 85254    i (480)  i 998-3478
(Address of Principal Executive Office and Zip Code)   (Registrant’s telephone number, including area code)

www.htareit.com

(Internet address)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

 i Common stock, $0.01 par value    i HTA    i New York Stock Exchange

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:

 

 i 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 i 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 i 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 i 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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):

 

Healthcare Trust of America, Inc.     i  Emerging growth company
Healthcare Trust of America Holdings, LP    ☐ Emerging growth company

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 Trust of America, Inc.   
Healthcare Trust of America Holdings, LP   

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

On March 5, 2021, Healthcare Trust of America, Inc. (NYSE:HTA) (“HTA”) and Healthcare Trust of America Holdings, LP, HTA’s operating partnership (the “Operating Partnership”), entered into 10 equity distribution agreements (the “Equity Distribution Agreements”), each among HTA and the Operating Partnership, on the one hand, and, respectively, (i) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (ii) BMO Capital Markets Corp. and Bank of Montreal, (iii) Jefferies LLC, (iv) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, (v) BofA Securities, Inc. and Bank of America, N.A., (vi) MUFG Securities Americas Inc. and MUFG Securities EMEA plc, (vii) Morgan Stanley & Co. LLC, (viii) Capital One Securities, Inc., (ix) BTIG, LLC and (x) Scotia Capital (USA) Inc. and The Bank of Nova Scotia (collectively, the “Agents”), on the other hand, in connection with an offering of shares of Class A common stock of HTA (the “Shares”) from time to time having an aggregate offering price of up to $750,000,000 (the “Equity Program”).

Concurrently with entry into the Equity Distribution Agreements, as a part of the Equity Program, HTA also entered into eight master forward confirmations (the “Master Forward Confirmations”), each between HTA, on the one hand, and, respectively, (i) Wells Fargo Bank, National Association, (ii) Bank of Montreal, (iii) Jefferies LLC, (iv) JPMorgan Chase Bank, National Association, (v) Bank of America, N.A., (vi) MUFG Securities EMEA plc, (vii) Morgan Stanley & Co. LLC, and (viii) The Bank of Nova Scotia (collectively, the “Forward Purchasers”), on the other hand, pursuant to which HTA also may enter into forward sale agreements under the Master Forward Confirmations. In connection therewith, the relevant Forward Purchaser will, at HTA’s request, borrow from third parties and, through the relevant Agent, sell a number of Shares equal to the number of Shares underlying the particular forward sale agreement.

Sales to the public under the Equity Program are anticipated to be made primarily in transactions that are deemed to be “at-the-market” offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Sales may also be made in negotiated transactions. HTA intends to use any proceeds from the Equity Program for general corporate purposes, including, without limitation, funding future acquisitions, working capital, share repurchases and repayment of debt. The Shares will be offered under the Registration Statement on Form S-3ASR (File No. 333-253600) (the “Registration Statement”), effective February 26, 2021. Subsequent to December 31, 2020 and through the date of this filing, HTA has not issued any additional Shares pursuant to either the aforementioned Equity Program or any previously active “at-the-market” equity program.

The foregoing description of the Equity Distribution Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Equity Distribution Agreements, which are each substantially in the form of the Equity Distribution Agreements attached hereto as Exhibit 1.1 through Exhibit 1.10 and the terms of which are incorporated herein by reference.

The foregoing description of the Master Forward Confirmations does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Master Forward Confirmations, which are each substantially in the form of the Master Forward Confirmations attached hereto as Exhibit 1.11 through Exhibit 1.18 and the terms of which are incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

1.1    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand.
1.2    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand.
1.3    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand.
1.4    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand.
1.5    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc. and Bank of America, N.A., on the other hand.
1.6    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand.
1.7    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co. LLC on the other hand.
1.8    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Capital One Securities, Inc., on the other hand.
1.9    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand.
1.10    Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Scotia Capital (USA) Inc. and The Bank of Nova Scotia, on the other hand.
1.11    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association.
1.12    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of Montreal.
1.13    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and MUFG Securities EMEA plc.
1.14    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association.
1.15    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of America, N.A.
1.16    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Jefferies LLC.
1.17    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Morgan Stanley & Co. LLC.
1.18    Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and The Bank of Nova Scotia.
5.1    Opinion of Venable LLP.
23.1    Consent of Venable LLP (included in Exhibit 5.1).
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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

    Healthcare Trust of America, Inc.
Date: March 8, 2021     By:  

/s/ Scott D. Peters

      Name: Scott D. Peters
      Title: Chief Executive Officer, President and Chairman
    Healthcare Trust of America Holdings, LP
    By:   Healthcare Trust of America, Inc.,
      its General Partner
Date: March 8, 2021     By:  

/s/ Scott D. Peters

      Name: Scott D. Peters
      Title: Chief Executive Officer, President and Chairman

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:3/8/21
For Period end:3/5/21424B5
2/26/21S-3ASR
12/31/2010-K,  DEF 14A
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/12/22  Healthcare Realty Trust Inc.      10-K/A     12/31/21   18:3.3M
 3/01/22  Healthcare Realty Trust Inc.      10-K       12/31/21  112:27M
11/05/21  Healthcare Realty Trust Inc.      10-Q        9/30/21   84:9.2M
 8/05/21  Healthcare Realty Trust Inc.      10-Q        6/30/21   83:8.5M
 7/08/21  Healthcare Realty Trust Inc.      S-8         7/08/21    4:69K                                    Donnelley … Solutions/FA
 5/07/21  Healthcare Realty Trust Inc.      10-Q        3/31/21   82:7.4M
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