Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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): May 5, 2022 (May 5, 2022)

HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

Maryland

(Healthcare Trust of America, Inc.)

001-35568

20-4738467

Delaware

(Healthcare Trust of America Holdings, LP)

333-190916

20-4738347

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

16435 N. Scottsdale Road, Suite 320,

Scottsdale,

Arizona

85254

(480)

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

Common stock, $0.01 par value

HTA

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:


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

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

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

☐			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.	☐	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 2.02			Results of Operations and Financial Condition.

On May 5, 2022, Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) issued a press release announcing its financial results for the three months ended March 31, 2022. HTA also commenced distributing its Supplemental Information for the three months ended March 31, 2022. The press release and Supplemental Information are attached as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference. The press release and Supplemental Information are also available on HTA’s website, free of charge, at www.htareit.com.

The information included in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 8.01			Other Events.

On May 5, 2022, HTA’s Board of Directors announced a quarterly dividend of $0.325 per share of common stock. The dividend will be paid on July 15, 2022 to stockholders of record on July 6, 2022, and is not deemed to be a component of the special cash dividend of $4.82 pursuant to the merger agreement with Healthcare Realty Trust Incorporated (“HR”). In the event the merger transaction with HR closes prior to the record date, the quarterly dividend will be pro-rated, pursuant to the terms of the merger agreement, and will be paid on the business day prior to the effective date of the transaction to stockholders of record three business days before the payment date.

Additionally, the eligible holders of HTA’s operating partnership units (“OP Units”) will receive a quarterly OP Unit distribution, which is on par with HTA’s common stock dividend described above. In addition, holders of HTA’s OP Units will receive a corresponding special distribution of $4.82 per unit pursuant to the terms of the merger agreement.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


99.1			Press Release dated May 5, 2022.
99.2			Supplemental Information for the three months ended March 31, 2022.
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: May 5, 2022	By:	/s/ Peter N. Foss
		Name: Peter N. Foss
		Title: Interim President and Chief Executive Officer


	Healthcare Trust of America Holdings, LP

	By:	Healthcare Trust of America, Inc.,
		its General Partner

Date: May 5, 2022	By:	/s/ Peter N. Foss
		Name: Peter N. Foss
		Title: Interim President and Chief Executive Officer