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| Item 4.01 | Changes in Registrant’s Certifying Accountant |
On July 20, 2022, the parties closed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 28, 2022, by and among Healthcare Realty Trust Incorporated (now known as HRTI, LLC (“Legacy HR”), Healthcare Trust of America, Inc., (now known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC. The combined company, after giving effect to the merger, operates under the name “Healthcare Realty Trust Incorporated” (the “Company”).
(a) On August 1, 2022, the Audit Committee of the Board of Directors (the “Board”) of the Company, approved the appointment of BDO USA, LLP (“BDO”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
(b) On August 1, 2022, Deloitte & Touche LLP (“Deloitte”), Legacy HTA’s and OP’s independent registered public accounting firm prior to the Merger, was informed that they would not be retained as the Company’s independent registered public accounting firm. The decision to change auditors was approved by the Audit Committee of the Board of the Company.
Deloitte’s reports on Legacy HTA’s and OP’s financial statements as of and for the years ended December 31, 2021 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of Deloitte on the effectiveness of internal control over financial reporting of Legacy HTA as of December 31, 2021 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Legacy HTA’s and OP’s two most recent fiscal years ended December 31, 2021 and 2020 and through the interim period through July 31, 2022, Legacy HTA and OP had no disagreement with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports on Legacy HTA’s and OP’s financial statements. In addition, during Legacy HTA’s or OP’s two most recent fiscal years ended December 31, 2021 and 2020 and through the interim period through July 31, 2022, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has requested that Deloitte furnish it with a letter addressed to the United States Securities and Exchange Commission stating whether or not Deloitte agrees with the above statements of the Company in this Item 4.01. Deloitte furnished the requested letter, stating its agreement with such statements, and a copy is filed as Exhibit 16.1.