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Regulation FD Disclosure. |
On February 28, 2022, Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Realty Trust Incorporated, a Maryland corporation (“HR”), issued a press release announcing, among other things, the execution of a definitive Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 28, 2022, among the Company, HR, Healthcare Trust of America Holdings, LP, a Delaware limited partnership (“HTA OP”), and HR Acquisition 2, LLC, a Maryland limited liability company (“Merger Sub”), to effect a strategic business combination of the Company and HR. The Merger Agreement provides for a reverse merger structure whereby Merger Sub will merge with and into HR, with HR continuing as the surviving corporation and a wholly owned subsidiary of the Company. Immediately following the merger, the Company will change its name to Healthcare Realty Trust Incorporated. A copy of the press release is attached hereto as
Exhibit 99.1
and is incorporated herein by reference.
On February 28, 2022, the Company posted an investor presentation on its website at www.htareit.com related to the proposed transaction. The presentation provides information on both the Company and HR and an overview of the strategic rationale for the transaction. The presentation is attached hereto as
Exhibit 99.2
.
The information furnished under this Item 7.01 of this Current Report on Form
8-K,
including
Exhibit 99.1
and
Exhibit 99.2
, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.
Forward Looking Statements
Certain statements contained in this Current Report
on Form 8-K constitute
forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, in particular, statements about expected exercises of rights of first offer and/or rights of first refusal by other parties, the Company’s plans, strategies, prospects, pending acquisitions, the potential impact of such acquisitions on the Company’s results of operations, future medical office building market performance and funding of acquisitions. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of the Company’s performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report
on Form 8-K. The
Company cannot guarantee the accuracy of any such forward-looking statements contained in this Current Report
on Form 8-K, and
the Company does not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Forward-looking statements regarding the Company and HR include, but are not limited to, statements related to the proposed transaction, including the anticipated timing, benefits and financial and operational impact thereof; HR’s expected financing for the transaction; other statements of management’s belief, intentions or goals; and other statements that are not historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: the Company’s and HR’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction; risks related to diverting the attention of the Company and HR management from ongoing business operations; failure to realize the expected benefits of the proposed transaction; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; the risk that the Company’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the ability to