Filed by: Healthcare Trust of America, Inc.
pursuant to Rule 425 Under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Healthcare Trust of America, Inc.
Commission File No.: 001-35568
Healthcare Trust of America Holdings, LP
Commission File No.: 333-190916
PRESS RELEASE
Financial Contact:
Robert Milligan
Chief Financial Officer
Healthcare Trust of America, Inc.
480.998.3478
RobertMilligan@htareit.com
Healthcare Trust of
America, Inc. to Commence Exchange Offers and Consent Solicitations for Healthcare Realty Notes in Anticipation of Pending Merger
SCOTTSDALE, Ariz., June 14, 2022 Healthcare Trust of America, Inc. (HTA, NYSE: HTA) announced
today that its operating partnership, Healthcare Trust of America Holdings, LP (HTA OP and together with HTA, the Company) will commence offers to exchange all validly tendered and accepted notes of the series of notes listed
below issued by Healthcare Realty Trust Incorporated (HR)(the HR Notes), for new notes to be issued by HTA OP and guaranteed by HTA as described below (collectively the HTA Notes). HTA is making the exchange
offers, and on behalf of the combined companies, the solicitation of consents to amend the indenture governing the HR Notes, in anticipation of the pending merger of HTA and HR. HTA OPs obligations to complete the exchange offers and the
solicitation of consents are conditioned upon, among other things, completion of the merger with HR. The merger is expected to be completed on or about July 20, 2022.
The consummation of the exchange offers is subject to, and conditioned upon, the satisfaction or waiver (other than the waiver of the condition requiring
consummation of the Merger (as defined in the Prospectus)) of the conditions set forth in HTAs preliminary prospectus, dated as of June 14, 2022 (the Prospectus), including, among other things, (i) the consummation of the
Merger, which is currently expected to close on or about July 20, 2022, subject to customary closing conditions and (ii) receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding
aggregate principal amount of each series of the HR Notes. Tendered HR Notes, and related consents, may be validly withdrawn at any time prior to the expiration date and HTA may terminate or withdraw the exchange offers at any time for any reason.
HR Notes
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3.875% Senior Notes due May 1, 2025 issued by HR (the 2025 Notes) for up to an aggregate
principal amount of $250,000,000 of new 3.875% Senior Notes due May 1, 2025 issued by HTA OP (the New 2025 Notes); |
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3.625% Senior Notes due January 15, 2028 issued by HR (the 2028 Notes) for up to an aggregate
principal amount of $300,000,000 of new 3.625% Senior Notes due January 15, 2028 issued by HTA OP (the New 2028 Notes); |
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2.400% Senior Notes due March 15, 2030 issued by HR (the 2030 Notes) for up to an aggregate
principal amount of $300,000,000 of new 2.400% Senior Notes due March 15, 2030 issued by HTA OP (the New 2030 Notes); |
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2.050% Senior Notes due March 15, 2031 issued by HR (the 2031 Notes) for up to an aggregate
principal amount of $300,000,000 of new 2.050% Senior Notes due March 15, 2031 issued by HTA OP (the New 2031 Notes); |
The HTA Notes will be issued under and governed by the terms of a new HTA indenture.
A Registration Statement on Form S-4 (the Registration Statement) relating to the issuance of the HTA
Notes was filed with the Securities and Exchange Commission (SEC) on June 14, 2022, but has not yet been declared effective.