As filed with the U.S. Securities and Exchange Commission on June 8, 2022
Registration No. 333-264604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 2
to
FORM S-4
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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6798 |
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20-4738467 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
16435 N. 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)
PETER N. FOSS
16435 N. 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)
Copies to:
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Peter T. Healy, Esq.
Tracy A. Bacigalupo, Esq.
McDermott Will & Emery LLP
415 Mission Street, Suite 5600
San Francisco, CA 94105
Tel: (628) 377-0077 |
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James H. Nixon III, Esq.
David R. Clay, Esq. Waller
Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, TN 37219 Tel:
(615) 244-6380 |
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James A. Kennedy II, Esq.
James V. Davidson, Esq.
Hunton Andrews Kurth LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219 Tel:
(804) 788-8200 |
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement
becomes effective and upon the satisfaction or waiver of all other conditions to consummation of the transactions described herein.
If the
securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 of 1933, as amended,
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(d) 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. ☐
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, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act.
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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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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.