HEALTHCARE REALTY TRUST INCORPORATED (NYSE:HR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On March14, 2019, Healthcare Realty Trust Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC and BMO Capital Markets Corp. (collectively, the “Underwriters”), to which the Company agreed to issue and sell 3,250,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in an underwritten public offering (the “Offering”). As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 487,500 shares of Common Stock, which the Underwriters exercised in full on March 15, 2019. The net proceeds of the Offering, after deducting estimated offering expenses and after giving effect to the exercise of the Underwriters’ option, will be approximately $115.8 million. Completion of the Offering is subject to customary closing conditions and is expected to occur on or about March 19, 2019.
In connection with the Offering, the directors and executive officers of the Company have agreed to enter into 30-day “lock-up” agreements in substantially the form attached to the Underwriting Agreement.
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. In particular, the Underwriters or affiliates of the Underwriters are lenders and/or agents under the Company’s unsecured credit facility (the “Credit Facility”) and may receive a portion of the net proceeds from this offering used to repay outstanding amounts on the Credit Facility.
The Offering 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). The disclosure under this Item 1.01 is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sales 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 Underwriting Agreement is filed as Exhibit 1 to this Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Item 7.01. Regulation FD Disclosure
The Company’s press release announcing the Offering is furnished as Exhibit 99.1 to this report.
The Company’s press release announcing the pricing of the Offering is furnished as Exhibit 99.2 to this report.
Item 9.01. Financial Statements and Exhibits.
HEALTHCARE REALTY TRUST INC Exhibit
EX-1.1 2 exhibit11-hrxusa01x1252707.htm EXHIBIT 1.1 Exhibit Exhibit 1EXECUTION VERSION3,…
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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.