HEALTHCARE REALTY TRUST INCORPORATED (NYSE:HR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November 27, 2017, Healthcare Realty Trust Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC acting as representatives of the several underwriters named therein (collectively, the “Underwriters”), to which the Company agreed to issue and sell $300 million principal amount of the Company’s 3.625% Senior Notes due 2028 (the “Notes”). The Notes are being sold to the Underwriters at an issue price of 98.503% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.153% of the principal amount thereof. The net proceeds of the offering, after underwriting discounts and estimated expenses of the offering, are approximately $294.7 million. The closing of the transaction is subject to customary closing conditions and is expected to occur on December 11, 2017.
The Company expects to apply the net proceeds from the offering toward the redemption of its 5.75% senior unsecured notes due 2021. Pending such use, the net proceeds will be applied to outstanding borrowings under the Company’s unsecured credit facility and may be used for other general corporate purposes.
The Notes will mature on January 15, 2028. The Notes will bear interest from December 11, 2017, at the rate of 3.625% per annum, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2018. The Notes will be direct, unsecured obligations of the Company and rank equally with all of the Company’s existing and future senior and unsecured indebtedness.
The offering of the Notes is being made under a prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-216102). This Current Report is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
The Underwriters and their respective affiliates have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company and its affiliates for which they have received and may continue to receive customary fees and commissions. Affiliates of certain Underwriters are lenders under the Company’s unsecured credit facility and term loan due 2019. Also, certain Underwriters or their respective affiliates are joint lead arrangers and joint book runners, an administrative agent, a syndication agent, and co-documentation agents under the Company’s unsecured credit facility and the Company’s term loan due 2019. Additionally, certain of the Underwriters or their affiliates may be deemed to hold the Company’s senior unsecured notes due 2021. to these relationships, the Underwriters or their respective affiliates will receive some of the net proceeds from the offering through the repayment of borrowings under the Company’s unsecured credit facility and/or the redemption of the senior notes due 2021.
The Underwriting Agreement is filed as Exhibit 1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the
Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement.
Item 8.01.Other Events.
The Company’s press release announcing the pricing of the offering is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
The Company’s press release announcing the redemption of its senior unsecured notes due 2021 is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
HEALTHCARE REALTY TRUST INC ExhibitEX-1 2 exhibit1-ua.htm EXHIBIT 1 Exhibit Exhibit 1$300,…To view the full exhibit click here
About HEALTHCARE REALTY TRUST INCORPORATED (NYSE:HR)
Healthcare Realty Trust Incorporated is a self-managed and self-administered real estate investment trust (REIT). The Company owns, acquires, manages, finances and develops real estate properties associated primarily with the delivery of outpatient healthcare services across the United States. It provides property management services for approximately 140 healthcare-related properties, totaling over 9.8 million square feet. The Company’s tenant mix includes over 30 physician specialties, as well as surgery, imaging, cancer and diagnostic centers. The Company has approximately two buildings under construction and over two buildings in redevelopment. The Company’s tenant leases include Medical office/outpatient, Inpatient and Other. The Company invests in healthcare-related mortgages located in the United States. It also provides management, leasing and development services, and capital for the construction of new facilities, as well as for the acquisition of existing properties.
