Healthcare Trust of America offers to exchange Healthcare Realty notes, solicits consents

By Wendy Van Sickle

Columbus, Ohio, June 14 – Healthcare Trust of America, Inc. said its operating partnership, Healthcare Trust of America Holdings, LP, is offering to exchange four series of notes issued by Healthcare Realty Trust Inc. for new notes to be issued by the operating partnership, according to a news release.

The new notes will be guaranteed by Healthcare Trust of America, Inc.

The company is offering to exchange the following notes for a total consideration per $1,000 of notes of $1,000 of new notes with the same coupon and maturity as the relevant existing notes and $1 in cash:

• The $250 million of 3.875% senior notes due May 1, 2025 (Cusip: 421946AJ3);

• The $300 million of 3.625% senior notes due Jan. 15, 2028 (Cusip: 421946AK0);

• The $300 million of 2.4% senior notes due March 15, 2030 (Cusip: 421946AL8); and

• The $300 million of 2.05% senior notes due March 15, 2031 (Cusip: 421946AM6).

In each case, the total consideration includes an early premium of $30 of new notes that will be paid only to holders who tender their notes for exchange by 5 p.m. ET on June 28.

The exchange offers and consent solicitations will expire at 5 p.m. ET on July 20.

Each new note will have the same interest payment dates and same redemption terms as the note for which it is exchanged.

The exchange offers and a solicitation of consents to amend the indentures governing the notes are in anticipation of the pending merger of Healthcare Trust of America, Inc. and Healthcare Realty Trust Inc.

The exchange offers and the solicitation of consents are conditioned upon, among other things, completion of the merger, which is expected to be completed on or about July 20.

The consummation of the exchange offers is also conditioned upon receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of each series of the covered notes.

The merger is not conditioned upon consummation of the exchange offer.

Wells Fargo Securities, LLC (704 410-4759, 866 309-6316 or liabilitymanagement@wellsfargo.com) is the dealer manager.

D.F. King & Co., Inc. (212 269-5550, 800 334-0384 or hr@dfking.com) is the exchange agent and information agent.

Healthcare Trust is a New York-based real estate investment trust.

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