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): September 27, 2019 (September 27, 2019)
HEALTHCARE TRUST OF AMERICA, INC.
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
(Exact name of registrant as specified in its charter)
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| | 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.) | |
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| 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) | | |
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| 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:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | 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:
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| ☐ | 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):
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| 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.
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| Healthcare Trust of America, Inc. | ☐ | | |
| Healthcare Trust of America Holdings, LP | ☐ | | |
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| Item 7.01. | Regulation FD Disclosure. |
On September 27, 2019, Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) filed a revised Prospectus Supplement (the “Revised Prospectus Supplement”) relating to HTA’s previously announced $500.0 million “at-the-market” equity sale program (the “ATM Program”), under which Class A common stock of HTA having an aggregate offering price of up to approximately $447.3 million remain unsold. HTA has not made any sales of Class A common stock under the ATM Program other than as disclosed in HTA’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019. The filing of the Revised Prospectus Supplement was necessitated solely by HTA’s filing on September 5, 2019 of Post-Effective Amendment No. 1 to HTA’s registration statement on Form S-3ASR, File No. 333-223172 and does not otherwise change the previously described ATM Program.
The information included in this Item 7.01 to this Current Report on Form 8-K is deemed “furnished” and not filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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. | |
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| Date: September 27, 2019 | By: | /s/ Scott D. Peters | |
| | | Name: Scott D. Peters | |
| | | Title: Chief Executive Officer, President and Chairman | |
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| | Healthcare Trust of America Holdings, LP | |
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| | By: | Healthcare Trust of America, Inc., | |
| | | its General Partner | |
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| Date: September 27, 2019 | By: | /s/ Scott D. Peters | |
| | | Name: Scott D. Peters | |
| | | Title: Chief Executive Officer, President and Chairman | |
