Current Report Filing (8-k)
July 21 2022 - 09:17AM
Edgar (US Regulatory)
HEALTHCARE TRUST OF AMERICA,
INC.Healthcare Trust of America Holdings,
LP00013606040001495491falsefalse 0001360604 2022-07-20 2022-07-20
0001360604 hta:HealthcareTrustOfAmericaHoldingsLPMember 2022-07-20
2022-07-20
SECURITIES AND
EXCHANGE COMMISSION
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported): July 20, 2022
Healthcare Realty Trust
Incorporated
Healthcare Realty
Holdings, L.P.
(Exact name of
Registrant as Specified in its Charter)
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Healthcare Realty Trust Incorporated
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Healthcare Realty Holdings, L.P.
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(State or Other
Jurisdiction
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16435 N. Scottsdale
Road, Suite 320
Scottsdale, Arizona
85254
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(Address of Principal
Executive Office and Zip Code)
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(Registrant’s
Telephone Number, Including Area Code)
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Healthcare Trust of
America, Inc.
Healthcare Trust of
America Holdings, LP
(Former Name or
Former Address, if Changed Since Last Report)
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 (see
General Instructions A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b)
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Class A Common Stock,
$0.01 par value per share
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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).
Emerging growth company ☐
Healthcare Realty
Trust Incorporated
Emerging growth company ☐
Healthcare Realty
Holdings, L.P.
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 Realty Trust Incorporated ☐
Healthcare Realty Holdings,
L.P. ☐
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Regulation FD
Disclosure.
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On July 20, 2022, Healthcare Realty Trust Incorporated
(formerly known as Healthcare Trust of America, Inc. (“HTA”)), a
Maryland corporation (the “Company”), issued a press release
announcing the closing of its previously announced business
combination (the “Business Combination”) pursuant to the Agreement
and Plan of Merger, dated as of February 28, 2022, among HTA,
Healthcare Trust of America Holdings, LP, a Delaware limited
partnership (the “Company OP”), Healthcare Realty Trust
Incorporated, a Maryland corporation (“Former HR”), and HR
Acquisition 2, LLC, a Maryland limited liability company and a
direct, wholly owned subsidiary of HTA (“Merger Sub”). In
connection with the Business Combination, the Company changed its
name to “Healthcare Realty Trust Incorporated.” A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
The information included in this Item 7.01 to this Current Report
on Form
8-K,
including Exhibit 99.1, 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.
This Current Report on Form
8-K
contains forward-looking statements. Forward-looking statements
include all statements that are not historical statements of fact
and those regarding the intent, belief or expectations of the
Company. These statements are based on the Company’s current
expectations and beliefs and are subject to a number of risks and
uncertainties that could lead to actual results differing
materially from those projected, forecasted or expected. Although
the Company believes that the assumptions underlying the
forward-looking statements are reasonable, it can give no assurance
that its expectations will be attained. Factors which could have a
material adverse effect on the Company’s expectations include, but
are not limited to, the factors identified in the Company’s filings
with the Securities and Exchange Commission, including the
financial statements and related notes as well as the “Risk
Factors” section in the Company’s most recent Annual Report on Form
10-K,
as updated by the subsequent filings under the Securities Exchange
Act of 1934, as amended. The Company expressly disclaims any
obligation to update or revise any information in this Current
Report on Form
8-K,
including forward-looking statements, whether to reflect any change
in their expectations, any change in events, conditions or
circumstances, or otherwise.
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Financial Statements
and Exhibits.
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(d) Exhibits
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Healthcare Realty
Trust Incorporated
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By:
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Name:
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Andrew
E. Loope
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Title:
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Senior
Vice President, Corporate Counsel, and Secretary
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Healthcare Realty Holdings, L.P.
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Healthcare Realty Trust Incorporated,
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By:
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Name:
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Andrew
E. Loope
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Title:
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Senior
Vice President, Corporate Counsel, and Secretary
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Healthcare Trust of Amer... (NYSE:HTA)
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