Item 1.01 Entry into a Material Definitive Agreement.
On August 6, 2021, Healthcare Realty Trust Incorporated (the "Company") entered
into separate equity distribution agreements (the "Equity Distribution
Agreements") with each of Barclays Capital Inc. and Barclays Bank PLC, BMO
Capital Markets Corp. and Bank of Montreal, BofA Securities, Inc. and Bank of
America, N.A., Credit Agricole Securities (USA) Inc. and Crédit Agricole
Corporate and Investment Bank, Fifth Third Securities, Inc., Goldman Sachs & Co.
LLC, Jefferies LLC, J.P. Morgan Securities LLC and JPMorgan Chase Bank, National
Association, Scotia Capital (USA) Inc. and The Bank of Nova Scotia, Truist
Securities, Inc. and Truist Bank, and Wells Fargo Securities, LLC and Wells
Fargo Bank, National Association in connection with an offering of shares of the
Company's common stock (the "Shares") from time to time having an aggregate
offering price of up to $750,000,000 (the "Equity Offering Program").
Concurrently with entry into the Equity Distribution Agreements, as a part of
the Equity Offering Program, the Company also entered into separate master
forward confirmations (the "Master Forward Confirmations"), with each of
Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., Crédit Agricole
Corporate and Investment Bank, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan
Chase Bank, National Association, The Bank of Nova Scotia, Truist Bank and Wells
Fargo Bank, National Association, pursuant to which the Company also may enter
into forward sale agreements under the Master Forward Confirmations. In
connection therewith, the relevant forward purchaser will, at the Company's
request, borrow from third parties and, through the relevant agent, sell a
number of Shares equal to the number of Shares underlying the particular forward
sale agreement.
Pursuant to the Equity Distribution Agreements, the Shares may be offered and
sold through any of the sales agents in transactions that are deemed to be "at
the market" offerings as defined in Rule 415 of the Securities Act of 1933, as
amended, including sales made directly on the New York Stock Exchange, as well
as in privately negotiated transactions. The Equity Distribution Agreements
provide that each sales agent will be entitled to compensation up to 2.00% of
the gross proceeds of the Shares sold through such sales agent from time to time
under the applicable Equity Distribution Agreement. In connection with each
forward sale transaction, the Company will pay the relevant forward seller, in
the form of a reduced initial forward sale price under the related forward sale
agreement, up to 2.00% of the gross sales price of all borrowed shares of the
Company's common stock sold during the applicable forward hedge selling period
by it as a forward seller. The Company has no obligation to sell any of the
Shares under the Equity Distribution Agreements, and may at any time suspend
solicitation and offers under the Equity Distribution Agreements. The Equity
Distribution Agreements are subject to other customary terms and conditions.
The Shares will be issued pursuant to the Company's registration statement on
Form S-3ASR (File No. 333-236396) (the "Registration Statement"). The Company
filed a prospectus supplement, dated August 6, 2021, with the Securities and
Exchange Commission in connection with the offer and sale of the Shares.
The Company will use the net proceeds from this offering, including from the
settlement of any forward sales agreements, for general corporate purposes,
including the acquisition, development and redevelopment of healthcare
facilities. Pending such investments, the Company will apply the net proceeds to
outstanding indebtedness under its unsecured credit facility due May 2023 (the
"Credit Facility") and/or place the net proceeds in interest-bearing bank
accounts or in readily marketable, interest-bearing securities. An affiliate of
Wells Fargo Securities, LLC is the administrative agent under the Credit
Facility, affiliates of J.P. Morgan Securities LLC and Jefferies LLC are
co-syndication agents and joint lead arrangers under the Credit Facility,
affiliates of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC are
joint book runners under the Credit Facility and affiliates of Goldman Sachs &
Co. LLC, Scotia Capital (USA) Inc., BMO Capital Markets Corp., Fifth Third
Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Agricole
Securities (USA) Inc. and Truist Securities, Inc. are co-documentation agents
under the Credit Facility. Therefore, these entities will receive a portion of
the net proceeds from this offering through the repayment of outstanding amounts
on the Credit Facility.
The Company and each of BofA Securities, Inc., Credit Agricole Securities (USA)
Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, and
Scotia Capital (USA) Inc. were parties to prior sales agreements (the "Prior
Sales Agreements") under the Company's prior at-the-market-equity offering
program. Those Prior Sales Agreements were terminated in connection with the
entry into the new Equity Offering Program.
The disclosure in this item is not an offer to sell, nor a solicitation of an
offer to buy securities, nor shall there be any sales 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. An offering, if any, will be made solely by means of a
prospectus supplement and an accompanying prospectus under the Registration
Statement.
The foregoing description of the Equity Distribution Agreements does not purport
to be complete and is subject to, and qualified in its entirety by, the full
text of the form of Equity Distribution Agreement, which is filed herewith as
Exhibit 1.1, which is incorporated herein by reference. The foregoing
description of the Master Forward Confirmations does not purport to
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be complete and is subject to, and qualified in its entirety by, the full text
of the form of Master Forward Confirmation, which is filed herewith as Exhibit
1.2, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
1 .1 Equity Di stribution Agreement , dated August 6, 2021,
b y and among the Company, Barclays Capital Inc., and Barclays Bank
PLC . 1
1.2 Master Forward Confirmation , dated August 6, 2021, between the
Company and Barclays Bank PLC .2
5 Opinion of Waller Lansden Dortch & Davis, LLP (filed herewith)
8 Opinion of Waller Lansden Dortch & Davis, LLP (filed herewith)
23 Consents of Waller Lansden Dortch & Davis, LLP (included in
Exhi bit 5 and Exhibit 8)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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1 The Company entered into Equity Distribution Agreements, dated August 6,
2021, which are substantially identical in all material respects to the Equity
Distribution Agreement filed herewith as Exhibit 1.1, with each of Barclays
Capital Inc.and Barclays Bank PLC, BMO Capital Markets Corp. and Bank of
Montreal, BofA Securities, Inc. and Bank of America, N.A., Credit Agricole
Securities (USA) Inc.and Crédit Agricole Corporate and Investment Bank, Fifth
Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan
Securities LLC and JPMorgan Chase Bank, National Association, Scotia Capital
(USA) Inc. and The Bank of Nova Scotia, Truist Securities, Inc. and Truist Bank,
and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association.
Omitted or differing details from such agreements include notice requirements,
and, if applicable, additional representations and covenants related to special
resolution regimes and resolution protocols, the termination of the Prior Sales
Agreements and the inapplicability of the provisions related to the forwards
under the agreements.
2 The Company entered into Master Forward Confirmations, dated August 6, 2021,
which are substantially identical in all material respects to the Master Forward
Confirmation filed herewith as Exhibit 1.2, with each of Barclays Bank PLC, Bank
of Montreal, Bank of America, N.A., Crédit Agricole Corporate and Investment
Bank, Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National
Association, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National
Association.Omitted or differing details from such agreements include forward
purchaser-specific tax representations and notice requirements and, if
applicable, additional representations and covenants relating to forward
purchaser regulatory requirements such as the use of agents and roles of
parties, Company acknowledgement of risk disclosure, differing special
resolution regimes and resolution protocols, data protection and Company
transaction reporting.
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