UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 2022 (July 1, 2022)
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | | | | |
| Maryland | (Healthcare Trust of America, Inc.) | | 001-35568 | | 20-4738467 | |
| Delaware | (Healthcare Trust of America Holdings, LP) | | 333-190916 | | 20-4738347 | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 16435 N. Scottsdale Road, Suite 320, | Scottsdale, | Arizona | 85254 | | | | (480) | 998-3478 | | | |
| (Address of Principal Executive Office and Zip Code) | | | (Registrant’s telephone number, including area code) | | |
| | | | | | | |
| | |
| www.htareit.com |
| (Internet address) |
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value per share | | HTA | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): | | | | | | | | |
| Healthcare Trust of America, Inc. | ☐ | Emerging growth company |
| Healthcare Trust of America Holdings, LP | ☐ | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | | | | | | | | |
| Healthcare Trust of America, Inc. | ☐ | | |
| Healthcare Trust of America Holdings, LP | ☐ | | |
On July 1, 2022, Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) announced today that its Board of Directors has approved a pro-rata quarterly dividend of $0.029 per share of Class A Common Stock. The dividend will be paid on July 19, 2022 to stockholders of record on July 14, 2022, and represents a proration of our previous quarterly dividend of $0.325 per share for the period beginning on our previous quarterly dividend record date and ending immediately prior to the expected closing date of the previously announced merger with Healthcare Realty Trust Incorporated. Subject to a favorable shareholder vote, the merger is expected to close on July 20, 2022.
Additionally, the eligible holders of HTA’s operating partnership units (“OP Units”) will receive a quarterly OP Unit distribution, which is on par with HTA’s Class A Common Stock dividend described above.
| | | | | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. | | | | | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant 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. | | | | | | | | | | | |
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| | Healthcare Trust of America, Inc. | |
| Date: July 1, 2022 | By: | /s/ Peter N. Foss | |
| | | Name: Peter N. Foss | |
| | | Title: Interim President and Chief Executive Officer | |
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| | Healthcare Trust of America Holdings, LP | |
| | | | |
| | By: | Healthcare Trust of America, Inc., | |
| | | its General Partner | |
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| Date: July 1, 2022 | By: | /s/ Peter N. Foss | |
| | | Name: Peter N. Foss | |
| | | Title: Interim President and Chief Executive Officer | |
