| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 5, 2021, Healthcare Trust of America, Inc. (NYSE:HTA) (“HTA”) and Healthcare Trust of America Holdings, LP, HTA’s operating partnership (the “Operating Partnership”), entered into 10 equity distribution agreements (the “Equity Distribution Agreements”), each among HTA and the Operating Partnership, on the one hand, and, respectively, (i) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (ii) BMO Capital Markets Corp. and Bank of Montreal, (iii) Jefferies LLC, (iv) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, (v) BofA Securities, Inc. and Bank of America, N.A., (vi) MUFG Securities Americas Inc. and MUFG Securities EMEA plc, (vii) Morgan Stanley & Co. LLC, (viii) Capital One Securities, Inc., (ix) BTIG, LLC and (x) Scotia Capital (USA) Inc. and The Bank of Nova Scotia (collectively, the “Agents”), on the other hand, in connection with an offering of shares of Class A common stock of HTA (the “Shares”) from time to time having an aggregate offering price of up to $750,000,000 (the “Equity Program”).
Concurrently with entry into the Equity Distribution Agreements, as a part of the Equity Program, HTA also entered into eight master forward confirmations (the “Master Forward Confirmations”), each between HTA, on the one hand, and, respectively, (i) Wells Fargo Bank, National Association, (ii) Bank of Montreal, (iii) Jefferies LLC, (iv) JPMorgan Chase Bank, National Association, (v) Bank of America, N.A., (vi) MUFG Securities EMEA plc, (vii) Morgan Stanley & Co. LLC, and (viii) The Bank of Nova Scotia (collectively, the “Forward Purchasers”), on the other hand, pursuant to which HTA also may enter into forward sale agreements under the Master Forward Confirmations. In connection therewith, the relevant Forward Purchaser will, at HTA’s request, borrow from third parties and, through the relevant Agent, sell a number of Shares equal to the number of Shares underlying the particular forward sale agreement.
Sales to the public under the Equity Program are anticipated to be made primarily in transactions that are deemed to be “at-the-market” offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Sales may also be made in negotiated transactions. HTA intends to use any proceeds from the Equity Program for general corporate purposes, including, without limitation, funding future acquisitions, working capital, share repurchases and repayment of debt. The Shares will be offered under the Registration Statement on Form S-3ASR (File No. 333-253600) (the “Registration Statement”), effective February 26, 2021. Subsequent to December 31, 2020 and through the date of this filing, HTA has not issued any additional Shares pursuant to either the aforementioned Equity Program or any previously active “at-the-market” equity program.
The foregoing description of the Equity Distribution Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Equity Distribution Agreements, which are each substantially in the form of the Equity Distribution Agreements attached hereto as Exhibit 1.1 through Exhibit 1.10 and the terms of which are incorporated herein by reference.
The foregoing description of the Master Forward Confirmations does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Master Forward Confirmations, which are each substantially in the form of the Master Forward Confirmations attached hereto as Exhibit 1.11 through Exhibit 1.18 and the terms of which are incorporated herein by reference.
