PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 5, 2019)
$750,000,000
Class A Common Stock
This prospectus supplement relates to the issuance
and sale of shares of our Class A common stock, par value $0.01 per share, or our Class A Shares, having an aggregate offering price of up to $750,000,000, from time to time through Wells Fargo Securities, LLC, BMO Capital Markets
Corp., BofA Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC and MUFG Securities Americas Inc., in their capacity as sales agents or as forward sellers, as described below. We refer to these entities, when acting in their capacity as
sales agents, individually as a sales agent and collectively as sales agents. These sales, if any, will be made pursuant to the terms of separate equity distribution agreements (as amended, collectively, the equity
distribution agreements) between us and each of the sales agents, forward sellers and forward purchasers (as described below).
Our Class A
Shares are listed on the New York Stock Exchange, or the NYSE, under the symbol HTA. On November 26, 2019 the last reported sales price of our Class A Shares on the NYSE was $30.35 per share.
The equity distribution agreements provide that, in addition to the issuance and sale of Class A Shares by us through the sales agents, we also may enter
into forward sale agreements under separate master forward sale agreements and related supplemental confirmations, in each case, as amended, between us and each of Wells Fargo Bank, National Association, Bank of Montreal, Jefferies LLC, JPMorgan
Chase Bank, National Association, London Branch, Bank of America, N.A., and MUFG Securities EMEA plc. We refer to these entities, when acting in this capacity, individually as a forward purchaser and collectively as forward
purchasers. We refer to the sales agents, when acting as agents for the forward purchasers, individually as a forward seller and collectively as forward sellers. In connection with each particular forward sale
agreement, the relevant forward purchaser will, at our request, borrow from third parties and, through the relevant forward seller, sell a number of shares of our common stock equal to the number of Class A Shares underlying the particular
forward sale agreement. In no event will the aggregate number of Class A Shares sold through the sales agents and forward sellers under the equity distribution agreements and under any forward sale agreements, respectively, have an aggregate
sales price in excess of $1,221,094,943, inclusive of Class A Shares having an aggregate offering price of $471,094,943 sold under the equity distribution agreements and any forward sale agreements and related supplemental confirmations prior
to the date of this prospectus supplement.
We will not initially receive any proceeds from the sale of borrowed shares of Class A Shares by a forward
seller. We expect to fully physically settle each particular forward sale agreement with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of that particular forward sale agreement, in which case we
will expect to receive aggregate net cash proceeds at settlement equal to the number of Class A Shares underlying the particular forward sale agreement multiplied by the relevant forward sale price. However, we may also elect to cash settle or
net share settle a particular forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash
settlement) or Class A Shares (in the case of net share settlement) to the relevant forward purchaser.
The sales, if any, of our Class A Shares
under this prospectus supplement and the accompanying prospectus, will be made in at the market offerings as defined in Rule 415 of the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on the NYSE,
the existing trading market for our Class A Shares, or sales made to or through a market maker or through an electronic communications network. In addition, our Class A Shares may be offered and sold by such other methods, including
privately negotiated transactions, as we and any sales agent (and related forward seller and forward purchaser) agree to in writing. The sales agents and forward sellers will make all sales on a best efforts basis using their commercially reasonable
efforts consistent with their normal trading and sales practices, on mutually agreed terms between the sales agents and us.
Under the terms of the equity
distribution agreements, we may also sell our Class A Shares to the sales agents, as principals for their own accounts, at a price to be agreed upon at the time of sale. If we sell our Class A Shares to a sales agent, as a principal, we
will enter into a separate terms agreement with that sales agent, and we will describe such agreement in a separate prospectus supplement or pricing supplement.
The compensation to the sales agents for sales of Class A Shares will be 1.5% of the gross sales price of all Class A Shares sold through the sales
agents from time to time under the relevant equity distribution agreement. In connection with each forward sale agreement, we will pay the relevant forward seller, in the form of a reduced initial forward sale price under the related forward sale
agreement with the related forward purchaser, 1.5% of the gross sales price of all borrowed Class A Shares sold during the applicable forward hedge selling period by it as a forward seller. The net proceeds from any sales under this prospectus
supplement will be used as described under Use of Proceeds in this prospectus supplement.
The sales agents, forward purchasers and/or forward
sellers may each be deemed to be an underwriter within the meaning of the Securities Act, and the compensation paid to the sales agents or the forward seller in the form of a reduced initial forward sale price under the related forward
sale agreement with the related forward purchaser may be deemed to be underwriting commissions or discounts. We have agreed in the equity distribution agreements to indemnify the sales agents, forward sellers and forward purchasers against specified
liabilities, including liabilities under the Securities Act, or to contribute to payments that the sales agents, forward sellers and forward purchasers may be required to make because of those liabilities, all as more particularly set forth in the
equity distribution agreements.
We are a Maryland corporation and have elected to be treated as a real estate investment trust, or REIT, for U.S. federal
income tax purposes. In order to help maintain our qualification as a REIT, among other purposes, our charter, subject to certain exceptions, limits ownership and transfer of our Class A Shares by any person to not more than 9.8% in value of
our outstanding capital stock and 9.8% in value or in number of shares of our outstanding common stock, whichever is more restrictive.
Investing in our Class A
Shares involves a high degree of risk. Before investing in our Class A Shares, you should read and carefully consider the Risk Factors beginning on page S-7 of this prospectus supplement,
page 6 of the accompanying prospectus and those under the caption Risk Factors under Item 1A of Part I of our most recent Annual Report on Form 10-K and under Item 1A of Part II
of our subsequent Quarterly Reports on Form 10-Q, as applicable, which information is incorporated by reference in this prospectus supplement, and the additional risks and other information in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
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Wells Fargo Securities
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BMO Capital Markets
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BofA Securities
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Jefferies
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J.P. Morgan
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MUFG
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The date of this prospectus supplement is November 29, 2019.