HEALTHCARE TRUST OF AMERICA HOLDINGS, LP (NYSE:HTA) Files An 8-K Other Events
Item8.01 Other Events.
On May2, 2017, Healthcare Trust of America, Inc. (NYSE: HTA)
(HTA) and Healthcare Trust of America Holdings, LP, the operating
partnership subsidiary of HTA (the Operating Partnership and
together with HTA, the Company), entered into an underwriting
agreement (the Underwriting Agreement) with Wells Fargo
Securities, LLC, J.P. Morgan Securities LLC and Morgan Stanley
Co. LLC, as representatives of the several underwriters named in
the Underwriting Agreement (theUnderwriters), for an underwritten
public offering of 47,500,000 shares of HTAs ClassA common stock,
$0.01 par value per share (the Common Stock), at a purchase price
to the Underwriters of $27.5025 per share (the Offering). On
May3, 2017, the Underwriters exercised in full their option to
purchase up to 7,125,000 additional shares of Common Stock (the
Option Shares) at a purchase price of $27.5025 per share. The
Offering, including the sale of the Option Shares, closed on
May8, 2017.
The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriters against certain liabilities arising out of or in
connection with the Offering and for customary contribution
provisions in respect of those liabilities.
The Company received $1.502 billion in gross proceeds, before
deducting estimated offering expenses. The Company intends to use
the net proceeds from the Offering to fund a portion of the
purchase price for the acquisitions of (i)Duke Realty Limited
Partnerships portfolio of medical office buildings, and (ii)an
additional portfolio of 11 medical office buildings located in
Arizona and Southern California, as described in the Companys
Current Report on Form 8-K filed on May1, 2017.
The Offering was made to an automatic shelf registration
statement filed with the Securities and Exchange Commission (the
SEC) on February27, 2015 (File No.333-202388), a base prospectus,
dated February27, 2015, included as part of the registration
statement, and a prospectus supplement, dated May2, 2017, filed
on May4, 2017, to Rule 424(b) under the Securities Act of 1933,
as amended.
The foregoing description of the Underwriting Agreement is
intended to be a summary and is qualified in its entirety to the
terms of the Underwriting Agreement, attached hereto as Exhibit
1.1 to this Current Report on Form 8-K and incorporated by
reference into this Item8.01.
OMelveny Myers LLP issued an opinion as to certain tax matters
with respect to the Offering, which opinion is filed as
Exhibit8.1 to the Current Report on Form8-K and is incorporated
by reference herein.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 |
Underwriting Agreement, dated May2, 2017, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Morgan Stanley Co. LLC, as representatives of the several underwriters named therein, on the other hand. |
|
| 5.1 | Opinion of Venable LLP. | |
| 8.1 | Opinion of OMelveny Myers LLP as to certain tax matters. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of OMelveny Myers LLP (included in Exhibit8.1). |
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 up +0.03 at 29.82 with 3,848,492 shares trading hands.
