HTA Healthcare Trust of America Inc New

On May 13, 2022, Healthcare Trust of America Holdings, LP (the “Company OP”) and Healthcare Trust of America, Inc. (the “Company”) as parent (collectively “HTA”) entered into a new $1.125 billion term loan agreement (the “Term Loan Agreement”) among the Company OP, the Company, the lenders signatory thereto and J.P. Morgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders committed to fund a term loan facility in an aggregate principal amount not to exceed $1.125 billion (the “Term Loan Facility”) in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger dated as of February, 28, 2022, by and among HTA, Healthcare Realty Trust Incorporated, a Maryland corporation, and HR Acquisition 2, LLC, a Maryland limited liability company (the “Merger Agreement”). As of the date of the filing of this Current Report, the Term Loan Facility is unfunded.

The Term Loan Facility is scheduled to mature on May 13, 2023 (the “Initial Term Loan Maturity Date”). HTA has the right to extend the maturity date of the Term Loan Facility to May 13, 2024 (the “Final Maturity Date”), subject to the satisfaction of certain customary terms set forth in the Term Loan Agreement. HTA must repay the aggregate outstanding principal amount of the Term Loan Facility, together with all accrued but unpaid interest, fees and other obligations owing under the Term Loan Agreement, on the Initial Term Loan Maturity Date or, if applicable, the Final Maturity Date. In addition, in connection with certain capital raising transactions, asset sales and debt incurrences, HTA is required to prepay the Term Loan Facility with all or a portion of the proceeds received by HTA from such events. The Term Loan Facility may be prepaid at any time in whole or in part without fees or penalty.

HTA’s obligations under the Term Loan Agreement are unsecured. As of the date of the filing of this Current Report, neither the Company nor any subsidiaries of HTA are guarantors under the Term Loan Agreement.

Borrowings under the Term Loan Facility will bear interest at either the “Base Rate” or the “Adjusted Term SOFR Rate” as HTA may request.

(i) The “Base Rate” is equal to the greatest of the prime rate, a rate based on the Federal Reserve Bank of New York’s federal funds rate plus ⁄ of 1%, and a rate based on the Federal Reserve Bank of New York’s secured overnight term loan financing rate plus 1%, plus in any case a variable interest rate margin determined by HTA’s corporate debt ratings. The additional interest rate margin ranges from 0.00% to 0.600% per annum in the case of loans (or any portion thereof) that bears interest based on the “Base Rate”.

(ii) The “Adjusted Term SOFR Rate” is equal to a rate based on the Federal Reserve Bank of New York’s secured overnight term loan financing rate plus 0.10%, plus a variable interest rate margin determined by HTA’s corporate debt ratings. The additional interest rate margin ranges from 0.800% to 1.600% per annum in the case of loans (or any portion thereof) that bears interest based on the “Adjusted Term SOFR Rate”.

HTA is also required to pay other customary fees and costs in connection with the Term Loan Facility.

The Term Loan Agreement includes certain financial covenants, including a maximum consolidated leverage ratio, a maximum consolidated secured leverage ratio, a maximum consolidated unencumbered leverage ratio, a minimum consolidated fixed charge coverage ratio and a minimum consolidated unsecured coverage ratio.

The Term Loan Agreement contains representations and warranties, affirmative covenants and negative covenants that are usual and customary for credit agreements of this type.

The following events are considered events of default under the Term Loan Agreement, among other events:

 

 

 

 

 

 

If an event of default described above occurs and is continuing, then the administrative agent will (i) if requested by the lenders having more than 50% of the aggregate commitments plus outstanding principal amount of the loans (“Required Lenders”), terminate the lending commitments, (ii) if requested by the Required Lenders, declare the principal amount plus interest, fees, and other obligations then outstanding due and immediately payable and (iii) take such other actions as are directed by the Required Lenders.

In connection with the effectiveness of the Term Loan Agreement, HTA terminated the commitments with respect to the $1.7 billion bridge financing facility with JP Morgan Chase Bank, N.A. contemplated under the Merger Agreement. The Term Loan Facility backstops the special distribution payout to holders of shares of common stock of the Company in the amount of $4.82 per share, if needed, depending on the timing of the asset sales and joint ventures.

The above descriptions do not purport to be a complete statement of the parties’ rights and obligations under the Term Loan Agreement.

The Term Loan Agreement is filed as Exhibit 10.1 to this Form This description of the terms of the Term Loan Agreement is qualified in its entirety by reference to such exhibit.

Certain of the lenders under the Term Loan Agreement and their respective affiliates have engaged in, and may in the future engage in, other commercial dealings in the ordinary course of business with the Company OP, Company or its affiliates, including the provision of investment banking, investment management, commercial banking and cash management services, foreign exchange hedging, and equipment financing and leasing services, for which such lenders have received customary fees and expenses.