HR Healthcare Realty Trust Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

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

 

 

8-K

12b-2

This Current Report on Form is being filed in connection with the consummation on July 20, 2022 (the “”), of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 28, 2022 (the “”), by and among Healthcare Realty Trust Incorporated, a Maryland corporation (now known as HRTI, LLC, a Maryland limited liability company) (“”), Healthcare Trust of America, Inc., a Maryland corporation (now known as Healthcare Realty Trust Incorporated) (“”), Healthcare Trust of America Holdings, LP, a Delaware limited partnership (now known as Healthcare Realty Holdings, L.P.) (the “”), and HR Acquisition 2, LLC, a Maryland limited liability company (“”). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Legacy HR, with Legacy HR continuing as the surviving entity and a wholly-owned subsidiary of Legacy HTA (the “”). Immediately following the Merger, Legacy HR converted to a Maryland limited liability company and changed its name to “HRTI, LLC” and Legacy HTA changed its name to “Healthcare Realty Trust Incorporated”. In addition, the equity interests of Legacy HR were contributed by Legacy HTA by means of a contribution and assignment agreement (the “”) to the OP such that Legacy HR became a wholly-owned subsidiary of the OP. As a result, Legacy HR became a part of an umbrella partnership REIT (“”) structure, which is intended to align the corporate structure of the combined company after giving effect to the Merger and the UPREIT reorganization (the “”) and to provide a platform for the Combined Company to more efficiently acquire properties in a tax-deferred manner. The Combined Company will continue to operate under the name “Healthcare Realty Trust Incorporated” and its shares of class A common stock, $0.01 par value per share, will continue to trade on the New York Stock Exchange (the “”) under the ticker symbol “HR”.

A copy of the Contribution Agreement is filed as Exhibit 10.2 hereto, and is incorporated herein by reference.

In connection with the Merger, the OP offered to exchange all validly tendered and accepted notes of each series previously issued by Legacy HR (the “”) for (i) up to $250,000,000 of 3.875% Senior Notes due 2025 (the “”), (ii) up to $300,000,000 of 3.625% Senior Notes due 2028 (the “”), (iii) up to $300,000,000 of 2.400% Senior Notes due 2030 (the “”) and (iv) up to $300,000,000 of 2.050% Senior Notes due 2031 to be issued by the OP (the “” and, collectively, the “”) and solicited consents from holders of the Old HR Notes to amend the indenture governing the Old HR Notes to eliminate substantially all of the restrictive covenants in such indenture (the “”). The New HR Notes were issued pursuant to an indenture dated July 22, 2022 (the “”), among the OP, Legacy HTA and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the first supplemental indenture, dated as of July 22, 2022, the second supplemental indenture, dated as of July 22, 2022, the third supplemental indenture, dated as of July 22, 2022 and the fourth supplemental indenture, dated as of July 22, 2022 (the first, second, third and fourth supplemental indentures, collectively, the “”). Legacy HTA guaranteed the New HR Notes pursuant to (i) a guarantee of the 2025 Notes, (ii) a guarantee of the 2028 Notes, (iii) a guarantee of the 2030 Notes, and (iv) a guarantee of the 2031 Notes, each dated July 22, 2022 (collectively, the “”). Legacy HTA filed a registration statement on “”) relating to the issuance of the New HR Notes with the Securities and Exchange Commission (the “”) on June 14, 2022, which was declared effective by the SEC on June 28, 2022.

In connection with the Exchange Offer, Legacy HR entered into a Tenth Supplemental Indenture, dated July 22, 2022, by and between Legacy HR and Truist Bank, as successor in interest to First Union National Bank, a copy of which is filed as Exhibit 4.6 hereto, and is incorporated herein by reference.

As of 5:00 p.m. New York City time, on July 20, 2022 (the “”), the conditions required for the consummation of the Exchange Offers had been met, including, among other things, (i) the 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 Old HR Notes, each voting as a separate series, and (ii) consummation of the Merger, which occurred on July 20, 2022. The final settlement of the Exchange Offers took place on July 22, 2022.

The Exchange Offers were made pursuant to the terms and conditions set forth in the OP and Legacy HTA’s prospectus dated June 28, 2022, which forms a part of the Registration Statement (the “”). The Prospectus contains a more comprehensive description of the terms and conditions of the Exchange Offers. Copies of the Base Indenture, the Supplemental Indentures, the New HR Notes and the Guarantees are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 hereto, respectively, and are incorporated herein by reference.