Healthcare Trust Of America : Prospectus

Section 1: 424B5 (424B5)

Table of Contents

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-223172

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS SUPPLEMENT

SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 2019

(To Prospectus dated September 5, 2019)

Healthcare Trust of America Holdings, LP

$

3.500% Senior Notes due 2026

$

% Senior Notes due 2030

in each case fully and unconditionally guaranteed by

Healthcare Trust of America, Inc.

We are offering $	aggregate principal amount of our 3.500%	Senior Notes due 2026 (the " 2026 Notes") and $	aggregate principal amount of our	% Senior Notes
due	, 2030 (the " 2030 Notes" and, together with the	2026 Notes, the " Notes").

As described further herein, the 2026 Notes are offered as additional notes to the $350.0 million aggregate principal amount of 3.500% Senior Notes due 2026 that we issued on July 12, 2016 (the " Existing 2026 Notes"). The 2026 Notes will have the same CUSIP number and will be fungible with the Existing 2026 Notes. Upon the issuance of the

Notes, the outstanding aggregate principal amount of the 2026 Notes and the Existing 2026 Notes will be $ .

The 2026 Notes will bear interest at the rate of 3.500% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2020. The

2026 Notes will mature on August 1, 2026. The 2030 Notes will bear interest at the rate of % per year, payable semi-annually in arrears on	and	of each
year, beginning	, 2020. The 2030 Notes will mature on	, 2030.

The Notes will be fully and unconditionally guaranteed by Healthcare Trust of America, Inc., which has no material assets other than its investment in us. We may redeem some or all of either series of the Notes at our option at any time or from time to time at the applicable redemption price described herein. If the 2026 Notes are redeemed on or after May 1, 2026, the redemption price will be equal to 100% of the principal amount of the 2026 Notes being redeemed, plus accrued and unpaid interest thereon to the

applicable redemption date. If the 2030 Notes are redeemed on or after, 2030, the redemption price will be equal to 100% of the principal amount of the 2030 Notes being redeemed, plus accrued and unpaid interest thereon to the applicable redemption date. See " Description of Notes - Our Redemption Rights." We will issue the Notes only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Notes will be our general unsecured and unsubordinated obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness and senior in right of payment to any of our subordinated indebtedness. As a result, the Notes will be effectively subordinated in right of payment to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and structurally subordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, of our subsidiaries.

The Notes are a new issue of securities with no established trading market. We do not intend to list the Notes on any national securities exchange or for quotation of the Notes on an automated dealer quotation system.

Investing in the Notes involves risks. You should consider the risks that we have described in "Risk Factors" beginning on page S-7 of this prospectus

supplement, as well as those described in our and Healthcare Trust of America, Inc.'s most recent Annual Report on Form 10-K, as updated by the

subsequent filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), before investing in the Notes.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

	Per 2026				Per 2030
	Note			Total		Note		Total
Public offering price(1)	%	$		%	$

Underwriting discount	%	$	%	$
Proceeds, before expenses, to us(1)	%	$	%	$
(1) Plus accrued interest from August 1, 2019 to the date of delivery in the case of the 2026 Notes, and plus accrued interest, if any, from		, 2019 to the date of
delivery in the case of the 2030 Notes.

The underwriters expect to deliver the Notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of its participants, including

Clearstream Banking S.A. and Euroclear Bank SA/NV as operator of the Euroclear System, on or about

, 2019.

	Joint Book-Running Managers
BofA Merrill Lynch	J.P. Morgan	US Bancorp		Wells Fargo Securities
BMO Capital Markets	Capital One Securities	Jefferies	Morgan Stanley	MUFG
	The date of this prospectus supplement is	, 2019.

Table of Contents

TABLE OF CONTENTS
	Page
Prospectus Supplement
Summary	S-1
Risk Factors	S-7
Forward-Looking Statements	S-13
Use of Proceeds	S-15
Capitalization	S-17
Description of Other Indebtedness	S-18
Description of Notes	S-22
Description of the Partnership Agreement of Healthcare Trust of America Holdings, LP	S-40
Additional Material U.S. Federal Income Tax Considerations	S-44
Underwriting (Conflicts of Interest)	S-51
Where You Can Find More Information	S-55
Incorporation of Certain Documents by Reference	S-55
Legal Matters	S-56
Experts	S-56
Prospectus
About This Prospectus	1
Where You Can Find Additional Information	1
Incorporation of Certain Information by Reference	2
Cautionary Note Regarding Forward-Looking Statements	3
About the Registrants	5
Risk Factors	6
Use of Proceeds	7
Description of Healthcare Trust of America, Inc. Capital Stock	8
Description of Debt Securities	12
Description of Healthcare Trust of America Holdings, LP 3.70% Senior Notes due 2023	20
Description of Healthcare Trust of America Holdings, LP 3.500% Senior Notes due 2026	37
Description of Healthcare Trust of America Holdings, LP 3.750% Senior Notes due 2027	55
Description of Healthcare Trust of America, Inc. Warrants	72
Description of Healthcare Trust of America, Inc. Rights	76
Description of Units	77
Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws	78
Material U.S. Federal Income Tax Considerations	85
Plan of Distribution	107
Legal Matters	111
Experts	111

You may rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus to which we have referred you. We and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

We and the underwriters are not making an offer of these securities in any jurisdiction where such an offer is not permitted. You should assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus to which we have referred you is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is comprised of two parts. The first part is this prospectus supplement, which contains the terms of this offering of the Notes and other information. The second part is the accompanying prospectus dated September 5, 2019, which is part of our Registration Statement on Form S-3 (No. 333-223172) and contains more general information, some of which does not apply to this offering.

This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus.

It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus to which we have referred you in making your investment decision. You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" in this prospectus supplement.

No person is authorized to give any information or to make any representation that is different from, or in addition to, those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus to which we have referred you and, if given or made, such information or representations must not be relied upon as having been authorized. Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus to which we have referred you is correct as of any time subsequent to the date of such information.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. This prospectus supplement, the accompanying prospectus and any free writing prospectus to which we have referred you do not constitute an offer to sell, or an invitation on our behalf or the underwriters or any of them, to subscribe for or purchase any of the Notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting (Conflicts of Interest)."

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Table of Contents

SUMMARY

This summary highlights key information contained elsewhere in this prospectus supplement. This summary is not complete and does not contain all the information that may be important to you. Before making an investment decision, you should read carefully this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein, including the financial statements and related notes as well as the "Risk Factors" section in our and Healthcare Trust of America, Inc.'s most recent Annual Report on Form 10-K, as updated by the subsequent filings under the Exchange Act. Unless otherwise indicated, references in this prospectus supplement to "we," "our," "us" or "our company" refer to Healthcare Trust of America Holdings, LP, a Delaware limited partnership, and its consolidated subsidiaries.

Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP

Healthcare Trust of America, Inc., our sole general partner, is the largest publicly-traded real estate investment trust ("REIT") focused on medical office buildings ("MOBs") in the U.S. as measured by gross leasable area ("GLA") of its MOBs. We conduct substantially all of Healthcare Trust of America, Inc.'s operations. We invest in MOBs that we believe will serve the future of healthcare delivery, and MOBs that are primarily located on health system campuses, near university medical centers or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional full-service operating platform to generate strong tenant and health system relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio.

Since 2006 through June 30, 2019, we have invested $6.9 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately 23.3 million square feet of GLA throughout the U.S. Approximately 68% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 32 states, with no state having more than 20% of our total GLA as of June 30, 2019. We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. As of June 30, 2019, we had approximately 1 million square feet of GLA in each of nine of our top 20 markets and approximately 93% of our portfolio, based on GLA, is located in the top 75 metropolitan statistical areas ("MSAs"), with Dallas, Houston, Boston, Tampa and Atlanta being our largest markets by investment.

Redemption of 2021 Notes and 2022 Notes

We intend to use the net proceeds of this offering to redeem (i) all $300.0 million aggregate principal amount outstanding of our 3.375% Senior Notes due 2021 (the "2021 Notes") and (ii) all $400.0 million aggregate principal amount outstanding of our 2.95% Senior Notes due 2022 (the "2022 Notes"). See "Use of Proceeds."

Our Corporate Information

Our principal executive offices are located at 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona 85254 and our telephone number is [phone]. We maintain a website at www.htareit.com, at

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