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 February 19, 2016, Healthcare Realty Trust Incorporated (the
Company) entered into sales agreements (the February 2016 Sales
Agreements) in connection with the Companys at-the-market equity
offering program (the ATM Program) with each of Barclays Capital
Inc., BBT Capital Markets, a division of BBT Securities, LLC, BMO
Capital Markets Corp., Cantor Fitzgerald Co., and Credit Agricole
Securities (USA) Inc. to sell up to an aggregate of 10,000,000
shares of the Companys common stock, par value $0.01 per share,
from time to time through the sales agents, of which 5,868,697
shares remain unsold as of the date of this report (the Shares).
Company) entered into sales agreements (the February 2016 Sales
Agreements) in connection with the Companys at-the-market equity
offering program (the ATM Program) with each of Barclays Capital
Inc., BBT Capital Markets, a division of BBT Securities, LLC, BMO
Capital Markets Corp., Cantor Fitzgerald Co., and Credit Agricole
Securities (USA) Inc. to sell up to an aggregate of 10,000,000
shares of the Companys common stock, par value $0.01 per share,
from time to time through the sales agents, of which 5,868,697
shares remain unsold as of the date of this report (the Shares).
On May 5, 2017, the Company entered into a sales agreement (the
Fifth Third Sales Agreement, and together with the February 2016
Sales Agreements, as amended, the Sales Agreements) with Fifth
Third Securities, Inc. (Fifth Third, and together with the sales
agents that are party to the February 2016 Sales Agreements, the
Sales Agents) to sell up to an aggregate of 5,868,697 Shares that
remain unsold under the ATM Program. The Fifth Third Sales
Agreement is substantially similar to the February 2016 Sales
Agreements, as amended. Contemporaneously with its entry into the
Fifth Third Sales Agreement, the Company amended the February 2016
Sales Agreements to recognize Fifth Third as an additional sales
agent and to make certain other administrative changes
(collectively, the Amendments).
Fifth Third Sales Agreement, and together with the February 2016
Sales Agreements, as amended, the Sales Agreements) with Fifth
Third Securities, Inc. (Fifth Third, and together with the sales
agents that are party to the February 2016 Sales Agreements, the
Sales Agents) to sell up to an aggregate of 5,868,697 Shares that
remain unsold under the ATM Program. The Fifth Third Sales
Agreement is substantially similar to the February 2016 Sales
Agreements, as amended. Contemporaneously with its entry into the
Fifth Third Sales Agreement, the Company amended the February 2016
Sales Agreements to recognize Fifth Third as an additional sales
agent and to make certain other administrative changes
(collectively, the Amendments).
to the Sales Agreements, the Shares may be offered and sold through
any of the Sales Agents in transactions that are deemed to be at
the market offerings as defined in Rule 415 of the Securities Act
of 1933, as amended, including sales made directly on the New York
Stock Exchange, as well as in privately negotiated transactions.
The Sales Agreements provide that each Sales Agent will be entitled
to compensation of up to 2.00% of the gross proceeds of the Shares
sold through such Sales Agent from time to time under the
applicable Sales Agreement. The Company has no obligation to sell
any of the Shares under the Sales Agreements, and may at any time
suspend solicitation and offers under the Sales Agreements. The
Sales Agreements are subject to customary terms and conditions.
any of the Sales Agents in transactions that are deemed to be at
the market offerings as defined in Rule 415 of the Securities Act
of 1933, as amended, including sales made directly on the New York
Stock Exchange, as well as in privately negotiated transactions.
The Sales Agreements provide that each Sales Agent will be entitled
to compensation of up to 2.00% of the gross proceeds of the Shares
sold through such Sales Agent from time to time under the
applicable Sales Agreement. The Company has no obligation to sell
any of the Shares under the Sales Agreements, and may at any time
suspend solicitation and offers under the Sales Agreements. The
Sales Agreements are subject to customary terms and conditions.
The Company will use the net proceeds from the sale of Shares for
general corporate purposes, including the acquisition and
development of healthcare facilities. Pending such investments, the
Company will apply the net proceeds to outstanding indebtedness
under its unsecured credit facility due July 2020 (the Credit
Facility) and/or place the net proceeds in interest-bearing bank
accounts or in readily marketable, interest-bearing securities.
Affiliates of the Sales Agents are lenders under the Credit
Facility, and an affiliate of Fifth Third is a lender under the
Company’s unsecured term loan due 2019. To the extent that
proceeds from the sale of Shares are used to repay borrowings under
the Credit Facility, the Sales Agents may receive a portion of such
proceeds.
general corporate purposes, including the acquisition and
development of healthcare facilities. Pending such investments, the
Company will apply the net proceeds to outstanding indebtedness
under its unsecured credit facility due July 2020 (the Credit
Facility) and/or place the net proceeds in interest-bearing bank
accounts or in readily marketable, interest-bearing securities.
Affiliates of the Sales Agents are lenders under the Credit
Facility, and an affiliate of Fifth Third is a lender under the
Company’s unsecured term loan due 2019. To the extent that
proceeds from the sale of Shares are used to repay borrowings under
the Credit Facility, the Sales Agents may receive a portion of such
proceeds.
The disclosure in this item 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 Shares will be issued to the Companys
automatic shelf registration statement on Form S-3 (File No.
333-216102). The Company filed a prospectus supplement, dated May
5, 2017, with the Securities and Exchange Commission in connection
with the offer and sale of the Shares, which supersedes and
replaces the prospectus supplement filed with the Securities and
Exchange Commission on February 16, 2017.
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 Shares will be issued to the Companys
automatic shelf registration statement on Form S-3 (File No.
333-216102). The Company filed a prospectus supplement, dated May
5, 2017, with the Securities and Exchange Commission in connection
with the offer and sale of the Shares, which supersedes and
replaces the prospectus supplement filed with the Securities and
Exchange Commission on February 16, 2017.
Copies of the February 2016 Sales Agreements were previously filed
as exhibits to a current report on Form 8-K filed with the
Securities and Exchange Commission by the Company on February 19,
2016. Copies of the Fifth Third Sales Agreement and the Amendments
are attached as Exhibits 1.1, 1.2, 1.3, 1.4, 1.5>and 1.6>to
this Current Report on Form 8-K and are incorporated by reference
herein.
as exhibits to a current report on Form 8-K filed with the
Securities and Exchange Commission by the Company on February 19,
2016. Copies of the Fifth Third Sales Agreement and the Amendments
are attached as Exhibits 1.1, 1.2, 1.3, 1.4, 1.5>and 1.6>to
this Current Report on Form 8-K and are incorporated by reference
herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 2, 2017.
At the Annual Meeting, there were present in person or by proxy
102,792,009.484 shares of the Companys common stock, representing
approximately 88.23% of the total outstanding eligible votes. The
proposals considered at the Annual Meeting were voted on as
follows:
At the Annual Meeting, there were present in person or by proxy
102,792,009.484 shares of the Companys common stock, representing
approximately 88.23% of the total outstanding eligible votes. The
proposals considered at the Annual Meeting were voted on as
follows:
|
1.
|
The following individuals were elected to serve as directors
for one-year terms or until their successors have been elected and take office. |
|
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|||
|
David R. Emery
|
97,311,634.434
|
992,584.050
|
4,487,791.000
|
|||
|
Todd J. Meredith
|
97,996,870.475
|
307,348.009
|
4,487,791.000
|
|||
|
Nancy H. Agee
|
97,292,309.845
|
1,011,908.639
|
4,487,791.000
|
|||
|
Charles Raymond Fernandez, M.D.
|
95,722,900.804
|
2,581,317.680
|
4,487,791.000
|
|||
|
Peter F. Lyle, Sr.
|
97,814,894.593
|
489,323.891
|
4,487,791.000
|
|||
|
Edwin B. Morris III
|
95,377,923.712
|
2,926,294.772
|
4,487,791.000
|
|||
|
John Knox Singleton
|
95,482,652.593
|
2,821,565.891
|
4,487,791.000
|
|||
|
Bruce D. Sullivan
|
97,214,774.552
|
1,089,443.932
|
4,487,791.000
|
|||
|
Christann M. Vasquez
|
97,858,769.593
|
445,448.891
|
4,487,791.000
|
|
2.
|
The shareholders approved an amendment to the Company’s
articles of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000 by the following vote: |
>>
|
Votes Cast in Favor
|
Votes Cast Against
|
Abstentions
|
Broker Non-Votes
|
|
100,322,340.580
|
2,347,015.903
|
122,653.000
|
A copy of the Company’s articles of incorporation, as amended by
the above referenced amendment, is filed as Exhibit 3>to this
Current Report on Form 8-K and is incorporated by reference herein.
the above referenced amendment, is filed as Exhibit 3>to this
Current Report on Form 8-K and is incorporated by reference herein.
|
3.
|
The shareholders ratified the appointment of BDO USA, LLP as
the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017, by the following vote: |
|
Votes Cast in Favor
|
Votes Cast Against
|
Abstentions
|
Broker Non-Votes
|
|
101,867,880.908
|
878,283.576
|
45,845.000
|
>
|
4.
|
The shareholders approved, on a non-binding advisory basis,
the Companys compensation of its executive officers by the following vote: |
|
Votes Cast in Favor
|
Votes Cast Against
|
Abstentions
|
Broker Non-Votes
|
|
94,398,125.430
|
3,408,382.773
|
497,710.281
|
4,487,791.000
|
|
5.
|
The shareholders approved, on a non-binding advisory basis,
the Company’s frequency of the vote on executive compensation by the following vote: |
|
1-Year
|
2-Year
|
3-Year
|
Abstain
|
Broker Non-Votes
|
|
78,565,805.290
|
157,833.000
|
19,433,214.599
|
147,365.595
|
4,487,791.000
|
A majority of the shareholders selected, on a non-binding advisory
basis, a one-year frequency for non-binding advisory votes on
executive compensation. Based on these results, the Companys Board
of Directors has determined that the Company will hold a
non-binding advisory vote on executive compensation on an annual
basis (once every year) until the next shareholder vote on the
frequency of the vote on executive compensation.
basis, a one-year frequency for non-binding advisory votes on
executive compensation. Based on these results, the Companys Board
of Directors has determined that the Company will hold a
non-binding advisory vote on executive compensation on an annual
basis (once every year) until the next shareholder vote on the
frequency of the vote on executive compensation.
Item 9.01 Financial Statements and Exhibits.
|
1.1
|
|
Sales Agreement, dated May 5, 2017, by and between the
Company and Fifth Third Securities, Inc. |
|
|
|
|
|
1.2
|
|
Amendment to Sales Agreement, dated May 5, 2017, by and
between the Company and Barclays Capital Inc. |
|
|
|
|
|
1.3
|
|
Amendment to Equity Distribution Agreement, dated May 5,
2017, by and between the Company and BBT Capital Markets, a division of BBT Securities, LLC |
|
|
|
|
|
1.4
|
|
Amendment Sales Agreement, dated May 5, 2017, by and
between the Company and BMO Capital Markets Corp. |
|
|
|
|
|
1.5
|
|
Amendment to Controlled Equity Offering Sales Agreement,
dated May 5, 2017, by and between the Company and Cantor Fitzgerald Co. |
|
|
|
|
|
1.6
|
|
Amendment to Sales Agreement, dated May 5, 2017, by and
between the Company and Credit Agricole Securities (USA) Inc. |
|
|
|
|
|
|
Second Articles of Amendment and Restatement of the
Company, as amended |
|
|
|
|
|
|
5
|
|
Opinion of Waller Lansden Dortch Davis, LLP
|
|
|
|
|
|
|
Tax Opinion of Waller Lansden Dortch Davis, LLP
|
|
|
|
|
|
|
23.1
|
|
Consent of Waller Lansden Dortch Davis, LLP (included in
Exhibit 5) |
|
|
|
|
|
23.2
|
|
Consent of Waller Lansden Dortch Davis, LLP (included in
Exhibit 8) |
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. HEALTHCARE REALTY TRUST INCORPORATED (NYSE:HR) Recent Trading Information
HEALTHCARE REALTY TRUST INCORPORATED (NYSE:HR) closed its last trading session up +0.75 at 32.21 with 900,778 shares trading hands.
