HEALTHCARE TRUST OF AMERICA HOLDINGS, LP (NYSE:HTA) Files An 8-K Entry into a Material Definitive Agreement

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP (NYSE:HTA) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement.

Unless otherwise stated, or the context otherwise requires,
references in this Current Report to HTA, Company, we, us, our
and similar terms refer to Healthcare Trust of America, Inc., a
Maryland corporation, and its subsidiaries, and references in
this Current Report to the Partnership refer to Healthcare Trust
of America Holdings, LP, a Delaware limited partnership.

The Duke Portfolio Acquisition

On April 29, 2017, we entered into sixteen agreements of purchase
and sale (each, a Purchase Agreement and collectively, the
Purchase Agreements), withDuke Realty Limited Partnership, Duke
Construction Limited Partnership and certain of their
subsidiaries and affiliated entities named therein (collectively,
Duke), to which we will acquire Dukes medical office building
(MOB) business (the Duke Acquisition) consisting of (i) 71
properties currently in service with an aggregate GLA of
approximately 6.6 million square feet which are approximately 95%
leased, on a gross basis, (ii) five properties in development and
two expansion properties with an aggregate gross leasable area
(GLA) of approximately 470,000 square feet which are 86%
pre-leased, (iii) interests in two buildings owned by joint
ventures and (iv) two parcels of land, totaling approximately
16.5 acres (collectively, the Duke Assets). We will also acquire
Dukes existing development, construction and asset management
platform (the Platform). to the Purchase Agreements, we will also
assume certain of the liabilities associated with the assets to
be acquired from Duke in the Duke Acquisition (the Assumed
Liabilities).

to the Purchase Agreements, the consideration to be paid for the
acquisition of the Duke Assets is approximately $2.75billion,
after giving effect to a credit of approximately $50 million to
complete the development projects (the Acquisition Price). As
described below, 31 properties are subject to rights of first
offer (ROFOs) or rights of first refusal (ROFRs), which, if
exercised, could remove such properties from the portfolio to be
acquired to the Purchase Agreements.

to the terms of the Purchase Agreements, we are obligated to
place an earnest money deposit of $150.0 million in escrow with
an independent escrow holder (the Earnest Money).

The Purchase Agreements provide that we are obligated to purchase
the Duke Assets under the Purchase Agreements, subject to certain
exceptions, including the satisfaction of the conditions
precedent to our obligations to close under the Purchase
Agreements. In addition, the Partnership has guaranteed our
obligations under the Purchase Agreements. The Purchase
Agreements provide that the closing of the Duke Acquisition
thereunder may occur in up to four closings, subject to
exceptions related to certain Duke Assets, which closings will
occur no later than April29, 2018, but which are expected to
close in the second and third quarter of 2017. The Purchase
Agreements require that we consummate the acquisition of at least
$1.4 billion of the value of the Duke Assets at the initial
closing (the Initial Closing). Thereafter, we may elect to
consummate the acquisition of the remaining Duke Assets in up to
three additional closings (each, a Serial Closing and together
with the Initial Closing, the Closings), subject to certain
exceptions, and provided that we are required to purchase at
least $250 million of the value of the Duke Assets at each Serial
Closing (other than in respect of the final Serial Closing). At
each Closing, in general, a pro rata portion of the Earnest
Money, as well as any interest earned thereon, will be applied
toward the amount of cash consideration to be paid at the
applicable Closing, subject to certain exceptions.

One Duke Asset, the Baylor Scott White Rock Prairie MOB located
in College Station, Texas (the College Station MOB), is
undergoing repairs at Dukes expense. We are not obligated to
acquire the College Station MOB until such repairs are complete;
provided, however, that if the repairs are not complete within 18
months from the date of the Purchase Agreements, our obligation
to consummate the acquisition of the College Station MOB will
terminate.

One of the Purchase Agreements provides that Duke has a put right
with respect to certain ground leases related to properties
acquired as part of the Duke Assets. If Duke exercises such right
within 18 months of the date of the Purchase Agreements, we will
be obligated to enter into a separate purchase agreement in
substantially the same form as the applicable Purchase Agreement
to acquire such Duke Assets. In the event we fail to enter into
such separate agreement promptly following Dukes exercise of its
put right, we will be obligated to pay Duke $30 million as
liquidated damages.

to the Purchase Agreements, the Duke Acquisition is subject to
various closing conditions, including, among other things, the
accuracy of the parties representations and warranties and
compliance with the parties respective covenants. There can be no
assurance that any closing condition of the Duke Acquisition will
be satisfied or waived, if permitted, or that there will not be
events, developments or changes that can cause the closing or
closings not to occur. Therefore, there can be no assurance with
respect to whether the Duke Acquisition will be completed on the
currently contemplated terms, other terms or at all. There is no
closing condition relating to our ability to obtain the necessary
financing or lender consents for the Duke Acquisition.

In general, as more particularly set forth in the Purchase
Agreements, the Purchase Agreements provide that we may terminate
the Purchase Agreements if Duke is in breach of any of its
representations and warranties, or has failed to comply with any
of its obligations or covenants such that any of the conditions
precedent to our obligations under the Purchase Agreements cannot
be fulfilled. In the case of such termination due to Dukes
default under the Purchase Agreements, we would receive a refund
of the Earnest Money, and would be entitled to reimbursement for
our actual out-of-pocket costs incurred in preparation for the
Duke Acquisition up to $7.5 million. The Purchase Agreements also
provide that Duke may terminate the Purchase Agreements if we are
in breach of any of our representations and warranties, or have
failed to comply with any of our obligations or covenants such
that any of the conditions precedent to Dukes obligations under
the Purchase Agreements cannot be fulfilled. In the case of such
termination due to our default under the Purchase Agreements, the
Earnest Money will be released to Duke as liquidated damages.

The foregoing description of the Purchase Agreements and the Duke
Acquisition does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Purchase
Agreements, which are each substantially in the form of the
Purchase Agreement attached hereto as Exhibit 2.1 and the terms
of which are incorporated herein by reference.

The Southwest Health System Portfolio
Acquisition

On April25, 2017, we entered into an agreement of purchase and
sale (the Southwest Health System Purchase Agreement) to which we
will acquire an MOB portfolio consisting of 11 MOBs (the
Southwest Health System Assets and, collectively with the Duke
Assets, the Acquisition Assets) totaling approximately 592,000
square feet of GLA (the Southwest Health System Acquisition and,
collectively with the Duke Acquisition, the Acquisitions) for a
purchase price of $150.0 million. Eight of the Southwest Health
System Assets are subject to ROFOs or ROFRs exercisable by
tenants, which, if exercised, could remove such assets from the
portfolio to be acquired. The Southwest Health System Assets are
86% leased and consist of (i)four MOBs located in Phoenix,
Arizona, which is one of our key markets, and (ii)seven MOBs
located in Southern California. The Southwest Health System
Acquisition is subject to customary closing conditions and,
accordingly, there can be no assurance that we will complete the
Southwest Health System Acquisition.

Stabilized NOI Forecast

We estimate that our stabilized annual net operating income
(NOI), accounting for the Acquisitions, will be approximately
$150million to $155 million, including gains from increased
rental income, same-store growth, pre-leased development assets,
lease-ups and operating synergies. We caution you not to place
undue reliance on this estimate because it is based on audited
and unaudited information provided to us by the sellers of these
properties in the diligence process, as well as certain
assumptions applied by us, including anticipated occupancy rates,
rental rates and expenses, and that there will be no exercise of
the outstanding ROFOs or ROFRs with respect to the Acquisition
Assets. This estimate is calculated on a non-GAAP basis. Our
experience operating these properties may change our expectations
with respect to the NOI for these properties. In addition, the
actual stabilized NOI may differ from the estimated NOI described
above based on numerous factors, including any difficulties which
may arise in retaining or achieving assumed occupancy and rental
rates, unanticipated expenses, property tax reassessments and the
exercise of any of the tenant purchase options applicable to the
properties we have under contract. We can provide no assurance
that the actual stabilized NOI for these properties will be
consistent with the estimated NOI set forth above, and may be
materially less.

Rationale for the Acquisitions

We believe the Acquisitions will create strategic
portfolio-related and financial benefits for us, including the
following:

Dominant Medical Office Platform in Growing Sector:
The combination of HTAs and Dukes medical office platform
creates the largest dedicated owner and operator of medical
office buildings in the United States. With the combination,
HTAs portfolio will increase to 25 million square feet of
GLA. The outpatient medical office sector is undergoing
significant growth and changes. HTAs best in class property
management and leasing platform and Dukes development
platform creates an unparalleled, full service platform in
the outpatient healthcare space that HTA believes will create
significant growth opportunities.
Scale in Key Gateway Markets: With the combination,
HTA will have approximately 500,000 square feet of GLA or
more in each of 17 of the key gateway markets that HTA
believes exhibits superior growth characteristics for the
next 10 years. Further, the significant overlap between the
two portfolios, in which 85% of Dukes portfolio is within an
HTA market, creates significant scale that allows for
significant potential operating and leasing synergies with
limited additional corporate infrastructure.
High Quality Portfolio that Serves Future of
Healthcare:
The combined portfolio is uniquely
positioned to serve the future of healthcare delivery.
Approximately 71% of the combined portfolio is located
on-campus with leading health systems, with the remainder in
community core outpatient locations that increasingly meet
patient and healthcare provider needs.
Established Track Record of Performance and Returns:
Both HTA and Duke have established track records for
consistent, same store growth, superior operating metrics,
and sourcing and executing accretive acquisition and
development opportunities. The combination creates an
experienced platform with a strong track record of
performance for stockholders.
Accretive Transaction with Strong Balance Sheet: The
transaction is expected to be accretive to HTAs normalized
funds from operations (FFO) in 2018 following capital
activities that are expected to leave HTA with a strong and
conservative balance sheet in the near term and positioned
for future growth.

Portfolios to be Acquired

The Duke Assets consist of 78 properties, consisting of (i) 71
properties currently in service with an aggregate GLA of
approximately 6.6 million square feet which are approximately 95%
leased on a gross basis, (ii) five properties in development and
two expansion projects with an aggregate GLA of approximately
470,000 square feet which are 86% pre-leased, (iii) interests in
two buildings owned by joint ventures and (iv) two parcels of
land, totaling approximately 16.5 acres. These properties will be
internally managed (other than those managed by tenants).

The Southwest Health System Assets consist of 11 properties,
comprising 592,000 square feet of GLA and are approximately 86%
leased, with 44% leased by Dignity Health Medical Group and 42%
leased to related physicians and health providers. These MOBs
will be internally managed (other than those managed by tenants)
and are located in Phoenix, Arizona (one of our key markets) and
in Southern California.

The weighted average lease term of the Duke Assets is 9.6 years.

The table below provides details of the Acquisition Assets as of
March31, 2017 by healthcare group:

Healthcare System

State(s)

Numberof Properties GLA Numberof Properties tobe Acquired
Subject to Ground Lease

Duke Active Portfolio

Baylor Scott White Health

Texas 1,526,385

Ascension Health

Indiana, Tennessee, Texas, Wisconsin 728,677

Trihealth

Ohio 277,808

Northside Hospital

Georgia 466,171

Community Health Systems

New Mexico, Texas 417,992

Advanced Health Systems

Florida 355,125

Harbin Clinic

Georgia 333,581

Health and Hospital Corporation of Marion County(2)

Indiana 273,479

Kindred Healthcare

Indiana, Missouri, Ohio, Tennessee 229,341

Veterans Administration

Florida 224,037

Tenet Healthcare

Texas 199,800

Carolinas HealthCare System

North Carolina 190,773

Houston Methodist

Texas 168,850

SCL Health

Colorado 166,433

WakeMed Health and Hospital

North Carolina 135,692

Trinity Health

Illinois 104,912

Inova Health System

Virginia 100,952

Mercy Health

Ohio 80,074

UNC Rex Healthcare

North Carolina 30,370

Hackensack UMC

New Jersey 57,411

Edward-Elmhurst Healthcare

Illinois 56,531

WellStar Health

Georgia 52,175

HCA Healthcare

Georgia 39,759

Duke Development Portfolio

Baylor Scott White

Texas 27,149

Main Line Health

Pennsylvania 101,228

Centegra Health System

Illinois 80,973

Baptist Memorial Healthcare

Mississippi 79,585

Providence Health and Services

California, North Carolina 82,000

Duke Land

Facey (Retail Parcel)

California 198,677

Miami Jackson

Florida 530,996

Southwest Health System Portfolio

Southwest Health System

Arizona, California 591,551
(1) Purchase of 16% interest.
(2) Purchase of 50% interest.

The table below provides the percentage of annualized base rent
for leases in place as of December31, 2016, by key market for our
consolidated MOBs, as well as MOBs that were under construction,
or for which substantial redevelopment is planned or that
occurred during 2016, combined for the Acquisitions:

HTA DukeandSouthwestHealthcareSystemPortfolios Combined

Key Market

Annualized BaseRent(1) Percent of Annualized BaseRent(1) Annualized BaseRent(1) Percent of Annualized BaseRent(1) Annualized BaseRent(1) Percent of Annualized BaseRent(1)
($thousands) (%) ($thousands) (%) ($thousands) (%)

Dallas, TX

17,366 4.6 26,525 20.7 43,891 8.7

Boston, MA

32,154 8.5 32,154 6.4

Atlanta, GA

13,145 3.5 17,350 13.5 30,495 6.0

Indianapolis, IN

15,414 4.1 9,498 7.4 24,912 4.9

Phoenix, AZ

19,389 5.1 4,432 3.5 23,821 4.7

Houston, TX

20,398 5.4 2,344 1.8 22,743 4.5

Miami, FL

18,320 4.8 1,970 1.5 20,289 4.0

Pittsburgh, PA

20,154 5.3 20,154 4.0

Hartford/New Haven, CT

19,992 5.3 19,992 4.0

Greenville, SC

18,091 4.8 18,091 3.6

Denver, CO

8,808 2.3 8,071 6.3 16,879 3.3

Albany, NY

16,274 4.3 16,274 3.2

Raleigh, NC

12,843 3.4 3,368 2.6 16,211 3.2

Orange County/Los Angeles, CA

12,066 3.2 4,028 3.1 16,094 3.2

Tampa, FL

10,799 2.9 5,366 4.2 16,165 3.2

Austin, TX

2,186 0.6 9,017 7.0 11,203 2.2

Milwaukee, WI

6,385 1.7 3,993 3.1 10,379 2.1

Orlando, FL

6,205 1.6 3,968 3.1 10,173 2.0

Chicago, IL

5,001 1.3 5,055 3.9 10,056 2.0

White Plains, NY

6,991 1.8 1,151 0.9 8,143 1.6

Top 20 MSAs

281,981 74.5 106,136 82.6 388,119 76.8

Additional Top 75 MSAs

65,186 17.3 19,334 15.4 84,518 16.6

Total Key Markets Top 75 MSAs

347,167 91.8 125,470 98.0 472,637 93.4
(1) Annualized base rent is calculated by multiplying contractual
base rent as of December31, 2016 by 12 (excluding the impact
of abatements, concessions, and straight-line rent).

The table below provides the percentage of GLA by key market for
leases in place as of December 31, 2016, for our consolidated
MOBs, as well as MOBs that were under construction or for which
substantial redevelopment is planned or that occurred during
2016, combined for the Acquisitions:

Key Market

HTA Duke and Southwest Healthcare System
Portfolios
Combined
GLA Percentof TotalGLA GLA Percentof TotalGLA GLA Percentof TotalGLA
(Squarefeet, thousands) (%) (Squarefeet, thousands) (%) (Squarefeet, thousands) (%)

Dallas, TX

4.1 1,669 23.3 2,397 9.6

Boston, MA

1,037 5.9 1,037 4.2

Atlanta, GA

3.7 12.4 1,554 6.2

Indianapolis, IN

5.5 8.7 1,602 6.4

Phoenix, AZ

1,018 5.7 4.1 1,315 5.3

Houston, TX

4.9 4.7 1,213 4.9

Miami, FL

5.0 1.5 4.0

Pittsburgh, PA

1,095 6.2 1,095 4.4

Hartford/New Haven, CT

5.3 3.8

Greenville, SC

5.4 3.9

Denver, CO

2.1 2.3 2.2

Albany, NY

5.0 3.5

Raleigh, NC

3.0 2.9 3.0

Orange County/Los Angeles, CA

2.4 3.7 2.8

Tampa, FL

2.5 3.5 2.8

Austin, TX

0.5 6.2 2.1

Milwaukee, WI

1.6 3.1 2.0

Orlando, FL

1.6 3.1 2.0

Chicago, IL

0.8 3.4 1.5

White Plains, NY

1.6 0.8 1.3

Top 20 MSAs

12,900 72.8 6,004 83.7 18,904 75.9

Additional Top 75 MSAs

3,376 13.5 4,342 17.5

Total Key Markets Top 75 MSAs

16,276 91.9 6,971 97.2 23,246 93.4

Rights of First Refusal and Rights of First
Offer

Certain of the Acquisition Assets are subject to ROFOs or ROFRs.
ROFOs or ROFRs as to 39 of the Acquisition Assets have been
triggered as a result of the Acquisitions, which could reduce the
number of assets acquired to the Acquisitions if the tenants
exercise their respective rights to acquire the properties. The
value of such assets is approximately $1.4 billion.

Bridge Loan Facility

In connection with the Duke Acquisition, on April29, 2017, we
received a commitment letter from Wells Fargo Bank, National
Association and Wells Fargo Securities, LLC for a senior
unsecured bridge loan facility (the Bridge Loan Facility)
consisting of an aggregate principal amount of up to
$2.32billion, less the aggregate amount of proceeds from debt or
equity capital raises or a senior term loan facility(the Duke
Acquisition Bridge Loan). The Bridge Loan Facility will be made
available to us on the Closings as interim financing for the Duke
Acquisition, and any loan amount will be advanced in a single
draw. The Bridge Loan Facility would mature 364days from the
applicable Closing. The net proceeds of the Duke Acquisition
Bridge Loan are to be used to finance a portion of the
consideration for the Duke Acquisition and pay fees, commissions
and expenses in connection with the Duke Acquisition and any of
the aforementioned capital raising transactions.

The funding of the Bridge Loan Facility will be subject to the
satisfaction of certain customary conditions precedent to funding
for this type of facility, including conditions related to the
aforementioned issuances and sales of senior unsecured notes,
other debt securities and/or equity securities.

Loans under the Bridge Loan Facility will bear interest at a rate
per annum equal to either (i)a base rate, plus an applicable
interest margin in effect at such time for base rate loans, or
(ii)the applicable LIBOR plus the applicable interest margin in
effect at such time for LIBOR loans. The Bridge Loan Facility
will also require us to pay Wells Fargo Bank, National
Association and Wells Fargo Securities, LLC certain customary
fees.

The above summary of the Bridge Loan Facility is based on the
commitment letter we received from Wells Fargo Bank, National
Association and Wells Fargo Securities, LLC, the terms of which
are subject to the final documentation between us, on the one
hand, and Wells Fargo Bank, National Association and Wells Fargo
Securities, LLC, on the other hand.

Seller Financing

to the Purchase Agreements, Duke is requiring that we accept from
it a non-recourse, senior secured first lien loan, subject to
customary non-recourse carve-outs, in an amount equal to $330
million (the Seller Financing), which we must use to fund a
portion of the Acquisition Price. The Seller Financing will be
secured by a first priority mortgage lien (or the equivalent in
the relevant jurisdiction) on certain of the Duke Assets and will
be jointly and severally guaranteed by the borrower and the
Partnership. to the Seller Financing, we will pay monthly
interest only in arrears at an annual rate of 4%. We will pay the
principal under the Seller Financing in three (3) equal payments,
with the first payment due on the first anniversary of the
applicable closing date under the Purchase Agreements, the second
payment due on the second anniversary thereof and the final
payment due on January 10, 2020. The Seller Financing provides
for release provisions on asset sales and acceleration provisions
in the event of a change of control of the borrower, and is not
otherwise subject to pre-payment.

Forward-Looking Statements

Certain statements contained in this Current Report 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 Section27A
of the Securities Act of 1933, as amended (the Securities Act)
and Section21E of the Securities Exchange Act of 1934, as amended
(the Exchange Act). Such statements include, in particular,
statements about our plans, strategies, prospects, the pending
acquisitions, the potential impact of such acquisitions on our
results of operations, future medical office building market
performance and funding of the 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 our 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. We cannot guarantee the
accuracy of any such forward-looking statements contained in this
Current Report, and we do 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.

Any such forward-looking statements reflect our current views
about future events, are subject to unknown risks, uncertainties,
and other factors, and are based on a number of assumptions
involving judgments with respect to, among other things, future
economic, competitive and market conditions, all of which are
difficult or impossible to predict accurately. To the extent that
our assumptions differ from actual results, our ability to meet
such forward-looking statements, including our ability to
generate positive cash flow from operations, provide dividends to
stockholders, and maintain the value of our real estate
properties, may be significantly hindered. The following factors,
as well as any cautionary language in this Current Report,
provide examples of certain risks, uncertainties and events that
could cause actual events or results to differ materially from
those presented in our forward-looking statements:

our ability to consummate the Acquisitions (as defined
below);
our ability to effectively deploy net proceeds of offerings
of securities;
our ability to effectively integrate the Acquisition Assets
(as defined below) into our portfolio;
changes in economic conditions affecting the healthcare
property sector, the commercial real estate market and the
credit market;
competition for acquisition of medical office buildings and
other facilities that serve the healthcare industry;
economic fluctuations in certain states in which our property
investments are geographically concentrated;
retention of our senior management team;
financial stability and solvency of our tenants;
supply and demand for operating properties in the market
areas in which we operate;
our ability to acquire real properties, and to successfully
operate those properties once acquired;
changes in property taxes;
legislative and regulatory changes, including changes to laws
governing the taxation of REITs and changes to laws governing
the healthcare industry;
fluctuations in reimbursements from third-party payors such
as Medicare and Medicaid;
changes in interest rates;
the availability of capital and financing;
restrictive covenants in our existing credit facilities;
changes in our credit ratings;
our ability to remain qualified as a REIT;
changes in accounting principles generally accepted in the
United States of America, policies and guidelines applicable
to REITs;
delays in liquidating defaulted mortgage loan investments;
and
other risks and uncertainties indicated from time to time in
our filings with the Securities and Exchange Commission,
including those set forth in our Annual Report on Form 10-K
for the fiscal year ended December31, 2016 and Quarterly
Report on Form 10-Q for the period ended March31, 2017, under
the headings Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations.

Forward-looking statements express expectations of future events.
All forward-looking statements are inherently uncertain as they
are based on various expectations and assumptions concerning
future events and they are subject to numerous known and unknown
risks and uncertainties that could cause actual events or results
to differ materially from those projected. Due to these inherent
uncertainties, you are urged not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date made. In addition, we undertake no obligation to
update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to
projections over time, except as required by law.

These risks and uncertainties should be considered in evaluating
forward-looking statements, and undue reliance should not be
placed on such statements. Additional information concerning us
and our business, including additional factors that could
materially affect our financial results, is included herein and
in our other filings with the SEC.

Item2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth above in Item1.01 Entry into a Material
Definitive Agreement is incorporated herein by reference.

Item7.01. Regulation FD Disclosure.

On May1, 2017, the Company issued a press release announcing the
Duke Acquisition. A copy of the Companys press release is
furnished as Exhibit 99.1 and is incorporated herein by
reference.

On May1, 2017, the Company issued a press release announcing the
proposed public offering of its ClassA common stock. A copy of
the Companys press release is furnished as Exhibit 99.2 and is
incorporated herein by reference.

The information disclosed under this Item7.01, including Exhibit
99.1 and 99.2 hereto, is being furnished and shall not be deemed
filed for purposes of Section18 of the Securities Exchange Act of
1934, as amended, and shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in
such filing.

Item9.01 Financial Statements and Exhibits.

(a) Financial Statements. The following is
financial information relating to the Duke Assets:

Independent Auditors Report

F-1

Combined Statement of Revenues in Excess of Certain
Expenses for the Three Months Ended March 31, 2017
(unaudited) and for the Year Ended December 31, 2016

F-2

Notes to Combined Statement of Revenues in Excess of
Certain Expenses for the Year Ended December 31, 2016

F-3
(d) Exhibits.

The Exhibit Index appearing immediately after the page of this
Form 8-K is incorporated herein by reference.

Independent Auditors Report

The Shareholders and Directors of

Duke Realty Corporation:

Report on the Financial Statements

We have audited the accompanying combined statement of revenues
in excess of certain expenses of Duke Realty Healthcare
Properties (as defined in Note 2) for the year ended December 31,
2016, and related notes (the combined statement).

Managements Responsibility for the Financial
Statements

Management is responsible for the preparation and fair
presentation of the statement in accordance with U.S. generally
accepted accounting principles; this includes the design,
implementation, and maintenance of internal control relevant to
the preparation and fair presentation of the statement that are
free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on the combined
statement based on our audit. We conducted our audit in
accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the combined statement is free from material
misstatement.

An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the combined statement. The
procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the
combined statement, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control
relevant to the entitys preparation and fair presentation of the
combined statement in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entitys
internal control. Accordingly, we express no such opinion. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall
presentation of the combined statement.

We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined statement referred to above presents
fairly, in all material respects, the combined revenues and
certain expenses of the Duke Healthcare Properties described in
Note 2 for the year ended December 31, 2016, in accordance with
U.S. generally accepted accounting principles.

Emphasis of Matter

We draw attention to Note 2 of the combined statement, which
describes that the accompanying combined statement of revenues in
excess of certain expenses was prepared for the purpose of
complying with Rule3-14 of RegulationS-X promulgated under the
Securities Act of 1933, as amended (for inclusion in the filing
of Form 8-K of Healthcare Trust of America, Inc.) and is not
intended to be a complete presentation of revenues and expenses.
Our opinion is not modified with respect to this matter.

/s/ KPMG LLP

April 28, 2017

F-1

DUKE REALTY HEALTHCARE PROPERTIES

COMBINED STATEMENT OF REVENUES IN EXCESS OF CERTAIN
EXPENSES

For the Three MonthsEnded March31,2017
(Unaudited)
For the Year EndedDecember31, 2016

Revenues:

Rental revenues, including recoveries from tenants

$ 43,298,156 $ 161,838,278

Certain Expenses:

Operating Expenses

7,453,309 29,587,761

Real Estate Taxes

5,741,754 19,130,821
13,195,063 48,718,582

Revenues in Excess of Certain Expenses

$ 30,103,093 $ 113,119,696

See accompanying notes to the Combined Statement of Revenues in
Excess of Certain Expenses

F-2

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF
CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

(1) Operating Properties

The Duke Realty Healthcare Properties are part of a pending
portfolio acquisition by a subsidiary of Healthcare Trust of
America, Inc. (the Company) that is considered probable as of the
issuance date of this Combined Statement of Revenues in Excess of
Certain Expenses for the year ended December31, 2016 (Combined
Statement). The Company will acquire (i) 69 properties that were
in service at December31, 2016, (ii) five properties that were
under development at December31, 2016, (iii) two expansion
projects for current properties that were in progress at
December31, 2016, and (iv) 16.5 acres of undeveloped land from
Duke Realty Limited Partnership and affiliated entities in the
second and third quarters of 2017. Ownership interests in two
unconsolidated medical office joint ventures are also included in
the pending transaction, but transfers of such ownership
interests are subject to the approval of the other owners of
these joint ventures and, as such, are not considered probable as
of the issuance date of the Combined Statement.

Of the 69 in service properties, seven were placed in service in
2016. Two of the seven properties placed in service during 2016
had less than three months of rental history as of December31,
2016. Only the revenues and certain expenses of the 67 acquired
properties that were in service as of December31, 2016 (the Duke
Realty Healthcare Properties or the Properties), and that had
more than three months of rental history, are included in this
Combined Statement.

The following tables list (i)the properties included in the
Combined Statement for the year ended December31, 2016 as well as
the properties that are excluded from the Combined Statement due
to (ii)having limited rental history, (iii)still being under
development or (iv)being owned by the aforementioned
unconsolidated joint ventures:

I. Properties Included in Combined
Statement

Property Name

City

State Square Feet Month/Year Placed in Service/Acquired

Baylor Scott White Plano Pavilion II

Plano TX 140,455 June-09

Baylor Scott White McKinney POB I

McKinney TX 115,278 July-12

Baylor Scott White McKinney POB II

McKinney TX 77,047 September-16

Baylor Scott White Hillcrest MOB 1

Waco TX 102,177 October-12

Baylor Scott White Hillcrest MOB 2

Waco TX 54,744 October-12

Baylor Scott White McClinton Cancer Center

Waco TX 34,723 November-13

Baylor Scott White Administration Building

Dallas TX 81,429 June-09

Baylor Scott White Rock Prairie MOB

College Station TX 119,030 July-13

Baylor Scott White Roney Bone Joint Institute

Marble Falls TX 66,500 May-13

Baylor Scott White Marble Falls MOB

Temple TX 77,679 October-13

Baylor Scott White Emergency Medical CenterBurleson

Burleson TX 36,718 May-14

Baylor Scott White Emergency Medical CenterRockwall

Rockwall TX 36,709 March-14

Baylor Scott White Emergency Medical CenterMurphy

Murphy TX 36,705 March-14

Baylor Scott White Emergency Medical CenterMansfield

Mansfield TX 36,691 July-14

Baylor Scott White Emergency Medical CenterKeller

Keller TX 36,013 December-13

Baylor Scott White Emergency Medical CenterColleyville

Colleyville TX 16,091 August-14

Columbia St. MarysWater Tower

Milwaukee WI 153,820 October-12

St. Thomas DePaul Medical Center

Murfreesboro TN 120,660 April-08

St. Vincent Fishers Medical Center

Fishers IN 120,158 August-08

Seton Medical Center Hays MOB

Kyle TX 96,829 December-09

St. Vincent Carmel Womens Center

Carmel IN 85,847 January-15

F-3

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF
CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

St. Vincent Joshua Max Simon MOB

Indianapolis

IN 84,436 November-11

Columbia St. MarysMequon

Mequon

WI 66,927 October-12

TriHealth Rehabilitation Hospital

Cincinnati

OH 69,511 May-16

Good Samaritan Western Ridge MOB II

Cincinnati

OH 29,490 July-11

Northside Center Pointe I and II

Sandy Springs

GA 363,174 June-07

Northside Cherokee / Towne Lake

Woodstock

GA 100,797 July-13

Mountain View Regional Medical Center MOB

Las Cruces

NM 107,506 October-12

Longview Regional Medical Center 1

Longview

TX 100,740 October-12

Longview Regional Medical Center 2

Longview

TX 77,797 April-16

Cedar Park Regional Medical Center MOB 1

Cedar Park

TX 83,393 December-11

South Texas Regional Medical Center MOBJourdanton

Jourdanton

TX 48,556 October-14

Florida Hospital Wesley Chapel Wellness Plaza

Pasco County

FL 95,939 March-13

Florida Hospital Celebration MOB

Celebration

FL 83,896 October-12

Florida Hospital Kissimmee MOB

Kissimmee

FL 79,438 October-12

Florida Hospital East Orlando MOB/ASC

Orlando

FL 56,903 October-12

Florida Hospital Heartland Medical Center MOB/ASC

Sebring

FL 38,949 October-12

Harbin Clinic Martha Berry

Rome

GA 122,111 September-12

Harbin Clinic Specialty Center

Rome

GA 75,054 September-12

Harbin Clinic Cancer Center

Rome

GA 55,195 September-12

Harbin Clinic Heart Center

Rome

GA 47,438 September-12

Harbin Clinic Cedartown Dialysis

Cedartown

GA 19,497 September-12

Harbin Clinic Summerville Dialysis

Summerville

GA 7,520 September-12

Harbin Clinic Rome Dialysis

Rome

GA 6,766 September-12

Kindred Community Rehabilitation HospitalIndianapolis

Indianapolis

IN 61,398 June-13

Kindred Mercy Rehabilitation HospitalSpringfield

Springfield

MO 58,727 April-14

Kindred University Rehabilitation HospitalCleveland

Avon

OH 54,800 January-16

Kindred Baptist Rehabilitation HospitalMemphis

Germantown

TN 54,416 October-14

James A. Haley VA Primary Care MOBTampa

Tampa

FL 117,037 February-14

William Bill Kling VA ClinicSunrise

Sunrise

FL 107,000 October-12

Conifer Administration Building

Frisco

TX 199,800 February-14

Carolinas Health Morehead MOB

Charlotte

NC 190,773 December-10

Houston Methodist St. Catherine MOB 1

Katy

TX 48,542 November-11

Houston Methodist St. Catherine MOB 2

Katy

TX 72,107 November-11

Houston Methodist St. Catherine MOB 3

Katy

TX 48,201 November-11

SCL Health Community HospitalSouthwest

Littleton

CO 37,485 May-16

SCL Health Community HospitalWestminster

Westminster

CO 37,130 November-15

WakeMed MOBRaleigh

Raleigh

NC 87,378 June-12

WakeMed Brier Creek Healthplex

Raleigh

NC 48,314 December-11

Loyola University MedicineBurr Ridge

Burr Ridge

IL 104,912 January-12

Inova Fair Oaks MOB 3

Fairfax

VA 100,952 October-12

Jewish Hospital MOB

Cincinnati

OH 80,074 December-01

UNC REX Holly Springs

Holly Springs

NC 30,370 December-11

Hackensack UMC Palisades MOB

North Bergen

NJ 57,411 February-15

Edward-Elmhurst Plainfield MOB

Plainfield

IL 56,531 February-07

WellStar North Fulton MOB 2

Roswell

GA 52,175 October-12

Eastside New Hampton Place MOB

Snellville

GA 39,759 May-11

II. Properties Excluded from Combined Statement due
to Less than Three Months of Rental History

Property Name

City

State Square Feet Month/Year Placed in Service/Acquired

SCL Health Community HospitalNorthglenn

Northglenn CO 54,714 December-16

SCL Health Community HospitalAurora

Aurora CO 37,104 November-16

III. Properties Under Development and Expansion
Projects Excluded from Combined Statement

Property Name

City State Square Feet

Northside Cherokee / Towne Lake (expansion)

Woodstock GA 2,200

F-4

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF
CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

Baylor Scott White Emergency Med. CtrGrand Prairie

GrandPrairie TX 27,149

Main Line Bryn Mawr MOB

Bryn Mawr PA 101,228

Centegra Health MOB

Huntley IL 80,973

Baptist Memorial Oxford MOB

Oxford MS 79,585

Facey Medical

Santa Clarita CA 37,000

UNC Rex Holly Springs (expansion)

HollySprings NC 45,000

IV. Unconsolidated Joint Venture Properties Excluded
from Combined Statement

Property Name

City

State Square Feet Month/Year Placed in Service/Acquired

Baylor Charles A. Sammons Cancer Center at Dallas

Dallas

TX 458,396 March-11

Eskenazi Administration Building

Indianapolis

IN 273,479 November-13

(2) Basis of Presentation

The accompanying Combined Statement has been prepared for the
purpose of complying with Rule 3-14 of Regulation S-X promulgated
under the Securities Act of 1933, as amended. The Combined
Statement is not representative of the actual results of
operations of the Duke Realty Healthcare Properties for the year
ended December31, 2016, due to the exclusion of the following
expenses, which may not be comparable to the proposed future
operations of the Duke Realty Healthcare Properties:

Depreciation and amortization.
Property management fees.
Amortization of above and below market rents, concessions and
deferred revenue.
Other costs not directly related to the proposed future
operations of the Duke Realty Healthcare Properties.

(3) Summary of Significant Accounting Policies

(A) Revenue Recognition

Rental income from leases with scheduled rental increases during
their term are recognized for financial reporting purposes on a
straight-line basis.

(B) Use of Estimates

Management has made a number of estimates and assumptions
relating to the reporting and disclosure of revenues and certain
expenses during the reporting period to prepare the Combined
Statement in conformity with accounting principles generally
accepted in the United States of America. Actual results could
differ from those estimates.

(4) Rental Revenue

Space is leased to tenants under various operating leases with
initial terms ranging up to twenty years. The leases provide for
reimbursement of real estate taxes, common area maintenance and
certain other operating expenses.

F-5

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF
CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

Future minimum rentals related to the 67 properties included in
the Combined Statement to be received under noncancelable
operating leases in effect at December31, 2016 are as follows:

Future Minimum Rentals
$ 121,704,660
116,977,328
111,125,402
103,109,773
94,065,203

Thereafter

599,602,021
$ 1,146,584,387

In addition to minimum rentals, certain leases require
reimbursements of specified operating expenses that amounted to
$38,446,305 during the year ended December31, 2016, which are
included in the Combined Statement.

(5) Unaudited Interim Statement

The combined statement of revenues and certain expenses for the
three months ended March31, 2017 (the Interim Statement), is
unaudited.

The interim statement includes the results for the two properties
disclosed in Note 1, which did not have sufficient rental history
to be included in the Combined Statement. In addition to the
properties disclosed in Note 1, which are owned by unconsolidated
joint ventures, the following properties were excluded from the
Interim Statement either due to (i)having limited rental history
or (ii)still being under development:

I. Properties Excluded from Interim Statement due to
Less than Three Months of Rental History

Property Name

City State Square Feet Month/Year Placed in Service/Acquired

Main Line Bryn Mawr MOB

BrynMawr PA 101,228 February-17

Centegra Health MOB

Huntley IL 80,973 March -17

Memorial Hermann MOB 1

Humble TX 71,224 March -17

II. Properties Under Development and Expansion
Projects Excluded from Interim Statement

Property Name

City State Square Feet

Northside Cherokee / Towne Lake (expansion)

Woodstock GA 2,200

Baylor Scott White Emergency Med. CtrGrand Prairie

GrandPrairie TX 27,149

Baptist Memorial Oxford MOB

Oxford MS 79,585

Facey Medical

Santa Clarita CA 37,000

UNC Rex Holly Springs (expansion)

HollySprings NC 45,000

Memorial Herman MOB II

Humble TX 98,862

(6) Subsequent Events

The Properties evaluated subsequent events through April28, 2017,
the date the financial statements were available to be issued.

F-6

to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their
behalf by the undersigned hereunto duly authorized.

Healthcare Trust of America, Inc.
Date: May 1, 2017 By:

/s/ Scott D. Peters

Name: Scott D. Peters
Title:ChiefExecutiveOfficer,PresidentandChairman

Healthcare Trust of America Holdings, LP

By: Healthcare Trust of America, Inc.,
its General Partner
Date: May 1, 2017 By:

/s/ Scott D. Peters

Name: Scott D. Peters
Title:ChiefExecutiveOfficer,PresidentandChairman
(d) Exhibits.
2.1 Agreement of Purchase and Sale (Pool I), dated April29, 2017,
by and among HTA Acquisition Sub, LLC and the Sellers named
therein.*
23.1 Consent of KPMG LLC.
99.1 Press Release dated May 1, 2017.
99.2 Press Release dated May 1, 2017.
* Certain schedules and exhibits omitted


About HEALTHCARE TRUST OF AMERICA HOLDINGS, LP (NYSE:HTA)

Healthcare Trust of America, Inc. is a real estate investment trust. The Company is an owner and operator of medical office buildings (MOBs) in the United States. The Company focuses on owning and operating MOBs that serve healthcare delivery and are located on health system campuses, near university medical centers, or in community core outpatient locations. As of December 31, 2016, the Company’s portfolio consisted of approximately 17.7 million square feet of gross leasable area. As of December 31, 2016, the Company’s portfolio included MOBs, such as single-tenant and multi-tenant, and other healthcare facilities, such as hospitals and senior care. As of December 31, 2016, the Company’s portfolio had 355 buildings located in 31 states. As of December 31, 2016, the Company’s properties were located in various states of the United States, such as Alabama, Arizona, California, Colorado, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Maryland, Michigan, Minnesota, Nevada and Utah.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP (NYSE:HTA) Recent Trading Information

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP (NYSE:HTA) closed its last trading session down -0.28 at 31.89 with 1,049,728 shares trading hands.

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