As filed with the Securities and Exchange Commission on February 26, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HEALTHCARE TRUST OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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20-4738467
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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16435 North Scottsdale Road, Suite 320
Scottsdale, Arizona 85254
(480) 998-3478
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Scott D. Peters
Chief
Executive Officer, President and Chairman
Healthcare Trust of America, Inc.
16435 North Scottsdale Road, Suite 320
Scottsdale, Arizona 85254
(480) 998-3478
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Peter T.
Healy, Esq.
McDermott Will & Emery, LLP
415 Mission Street
56th Floor
San Francisco, California 94105
(628) 218-3840
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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☐ 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 to Section 7(a)(2)(B) of the Securities Act.
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per unit
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Class A Common Stock of Healthcare Trust of America,
Inc., $0.01 par value per share
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10,000,000(1)
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$27.79(2)
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$277,900,000
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$30,319(3)
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
registration statement also covers an indeterminate number of shares of Class A Common Stock that may be issued as a result of a stock split, stock dividend, recapitalization or other similar adjustment of the outstanding Class A Common
Stock.
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(2)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the
Securities Act based upon a $27.79 per share average of high and low prices of the registrants Class A common stock as reported on the New York Stock Exchange on February 25, 2021.
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(3)
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Pursuant to Rule 457(p) under the Securities Act, $27,881.52 of the filing fee previously paid with respect to
securities registered pursuant to a Registration Statement on Form S-3 (No. 333-223173) filed by Healthcare Trust of America, Inc. on February 23, 2018, is being
carried forward and is offset against the registration fee due for this registration statement.
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