| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 18, 2020, Healthcare Realty Trust Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acting as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell $300 million principal amount of the Company’s 2.050% Senior Notes due 2031 (the “Notes”). The Notes are being sold to the Underwriters at an issue price of 98.539% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.189% of the principal amount thereof. The net proceeds of the offering, after underwriting discounts and estimated expenses of the offering, are expected to be approximately $294.8 million. Subject to customary closing conditions, the offering is expected to close on October 2, 2020.
The Company expects to use the net proceeds from the offering to redeem its 3.75% senior notes due 2023 and for other general corporate purposes, which may include payments towards its unsecured credit facility due 2023 (the “Unsecured Credit Facility”), its unsecured term loan due 2024 (the “2024 Term Loan”), its unsecured term loan due 2026 (the “2026 Term Loan”), and/or various mortgage notes payable.
The Notes will mature on March 15, 2031. The Notes will bear interest from October 2, 2020, at the rate of 2.050% per annum, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2021. The Notes will be direct, unsecured obligations of the Company and rank equally with all of the Company’s existing and future senior and unsecured indebtedness.
The offering of the Notes is being made under a prospectus supplement and the accompanying prospectus filed with the Securities and Exchange Commission pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-236396). This Current Report on Form 8-K is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
The Underwriters and their respective affiliates have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company and its affiliates for which they have received and may continue to receive customary fees and commissions. The Underwriters or affiliates of the Underwriters are lenders under the Company’s Unsecured Credit Facility, 2024 Term Loan, and 2026 Term Loan. In addition, affiliates of certain Underwriters are co-syndication agents, joint lead arrangers, administrative agent, joint book runners and co-documentation agents under the Unsecured Credit Facility, and co-syndication agent, joint lead arrangers, administrative agent, joint book runners and co-documentation
