HEALTHCARE TRUST OF AMERICA, INC. ANNOUNCES RECORD DATE FOR SPECIAL DISTRIBUTION
SCOTTSDALE, Ariz., July 6, 2022 /PRNewswire/ — Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) today announced that its Board of Directors has established the last business day prior to the previously announced merger closing date ( the “Merger”) with Healthcare Realty Trust Incorporated (“HR”), which is currently expected to be Tuesday, July 19, 2022as a record date for the special distribution of $4.82 per Class A common share (the “Special Distribution”) payable pursuant to the merger agreement with HR. Pre-merger HTA shareholders on the record date will be entitled to receive the special distribution.
The Special Distribution is conditional on and subject to the approval by the shareholders of HTA and HR of the Merger and the successful closing of the Merger in accordance with the merger agreement. Subject to favorable shareholder votes, the Merger is expected to close on July 20, 2022 (the “Merger Closing Date”). The Special Distribution will be paid five (5) business days after the Merger becomes effective, which is currently expected to be Wednesday, July 27, 2022. Due to the contingent nature of the Special Distribution, HTA’s Class A common stock will trade with “notes payable”, representing an assignment of the right to receive the Special Distribution, commencing one business day prior to the record date. , which should be July 18, 2022until the closing date of the merger.
In addition, eligible holders of HTA’s Operating Partnership Units (“OP Units”) will receive a distribution of OP Units, which is on par with the special distribution of HTA’s Class A common stock described above.
Important information about the special distribution
Due to the contingent nature of the Special Distribution, as required by NYSE rules, HTA’s Class A common stock will trade with “notes payable”, representing an assignment of the right to receive the Special Distribution, commencing one business day before the check-in date, scheduled to be July 18, 2022until the Merger Closing Date (this period being the “Invoice Due Period”). ACCORDINGLY, HOLDERS OF CLASS A HTA COMMON SHARES ON THE RECORD DATE MUST HOLD CLASS A HTA COMMON SHARES UNTIL THE CLOSING DATE OF THE MERGER IN ORDER TO BE ENTITLED TO RECEIVE THE SPECIAL DISTRIBUTION. HTA SHAREHOLDERS WHO SELL THEIR SHARES ON OR BEFORE THE CLOSING DATE OF THE MERGER WILL NOT BE ENTITLED TO RECEIVE THE SPECIAL DISTRIBUTION. PURCHASERS OF HTA COMMON CLASS A SHARES DURING THE MATURITY PERIOD (EVEN IF THE TRANSACTION WILL SETTLEMENT AFTER THE MATURITY PERIOD) WHO HOLD SUCH SHARES ON THE CLOSING DATE OF THE MERGER WILL BE ENTITLED TO RECEIVE THE SPECIAL DISTRIBUTION IN THE EVENT THE MERGER IS SUCCESSFULLY CLOSED. SHAREHOLDERS WHO SELL CLASS A HTA COMMON SHARES DURING THE MATURITY PERIOD (EVEN IF TRADING WILL SETTLEMENT AFTER THE MATURITY PERIOD) WILL NOT BE ENABLED TO RECEIVE THE SPECIAL DISTRIBUTION IN THE EVENT THE MERGER IS SUCCESSFUL.
Due invoices oblige a seller of shares to return the dividend to the buyer. Call obligations are usually settled between brokers representing buyers and sellers of the security. HTA has no obligation as to the amount of the invoice due or the processing of the invoice due. Buyers and sellers of Class A HTA common stock during the maturity period should consult their broker before trading in Class A HTA common stock to ensure that they understand the effect of the maturity procedures of the NYSE.
The Class A common shares of HTA will begin trading ex-dividend on the first business day following the closing date of the merger. ACCORDINGLY, INVESTORS WHO ENTER INTO TRANSACTIONS TO PURCHASE HTA COMMON CLASS A SHARES ON OR AFTER THE EX-DIVIDEND DATE WILL NOT RECEIVE THE SPECIAL DISTRIBUTION.
About Healthcare Trust of America, Inc.
Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in United Stateswith assets comprising approximately 26.0 million square feet of gross leasable area, and with $7.8 billion invested mainly in medical office buildings, March, 31st, 2022. HTA provides real estate infrastructure for the integrated delivery of healthcare services in highly desirable locations. Investments aim to create critical mass in 20-25 top entry markets that typically have top-tier academic and medical institutions, which typically results in superior demographics, highly skilled graduates, intellectual talent and job growth. The strategic markets in which HTA invests support strong long-term demand for quality medical practice space. HTA uses an integrated asset management platform including site leasing, property management, engineering and construction, and development capabilities to create comprehensive, state-of-the-art facilities on every market. We believe this drives efficiencies, strong tenant and healthcare relationships, and strategic partnerships that result in high levels of tenant retention, rental growth, and long-term value creation. . Based at Scottsdale, AZHTA has developed a national brand with dedicated local relationships.
Founded in 2006 and listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its shareholders that have outperformed the US REIT index since its inception. More information about HTA can be found on the company’s website (www.htareit.com), Facebook, LinkedIn and Twitter.
This press release contains certain forward-looking statements regarding HTA. Forward-looking statements are statements that are not descriptions of historical fact and include statements regarding management’s intentions, beliefs, expectations, plans or predictions for the future, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Because these statements involve risks, uncertainties and contingencies, actual results may differ materially and adversely from those expressed or implied by these forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, the following: HTA’s ability to complete the merger (the “Merger”) with HR on the proposed terms or within the expected timeframe, or not at all, including including the risks and uncertainties of securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance which may cause the definitive merger agreement relating to the Merger to be terminated; the risks of diverting the attention of HTA and human resources management from ongoing business operations; failure to realize the expected benefits of the Merger; significant transaction costs and/or unknown or invaluable liabilities; risks associated with shareholder litigation related to the Merger, including any resulting expense or delay; the risk that the activities of HTA will not be successfully integrated or that such integration will be more difficult, longer or more costly than expected; the ability to obtain the expected financing to complete the Merger; risks relating to HTA’s future opportunities and plans, including uncertainty about the combined company’s expected future financial performance and results after completion of the Merger; the effects of the announcement of the proposed transaction or any other announcement or completion of the Merger on the market price of the common shares of HTA or HR; the possibility that, if the combined company does not realize the perceived benefits of the merger as quickly or to the extent expected by financial analysts or investors, the market price of HTA’s common stock could decline; generally unfavorable local economic and real estate conditions; changes in economic conditions generally and the real estate market in particular; legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry; the availability of capital; changes in interest rates; competition in the real estate sector; supply and demand for buildings in operation in the market areas offered by HTA; changes in generally accepted accounting principles in the United States; policies and guidelines applicable to REITs; the availability of assets to be acquired; the availability of funding; pandemics and other health issues, and measures to prevent their spread, including the ongoing COVID-19 pandemic; and the potential material adverse effect these matters could have on HTA’s business, results of operations, cash flows and financial condition. Additional information regarding HTA and its business, including additional factors that could materially and adversely affect HTA’s financial results, includes, but is not limited to, the risks described in Part I, Section 1A – Factors risk, in HTA’s 2021 Annual Report on Form 10-K and in HTA’s other filings with the Securities and Exchange Commission.
Robert A. Milligan
SOURCE Healthcare Trust of America, Inc.