Item 1.01 Entry into a Material Definitive Agreement.
On November 5, 2021, Healthcare Realty Trust Incorporated (the "Company")
entered into an equity distribution agreement with BTIG, LLC (the "BTIG Equity
Distribution Agreement"). On August 6, 2021, the Company entered into separate
equity distribution agreements (the "August 2021 Equity Distribution
Agreements," and together with the BTIG Equity Distribution Agreement, 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 August 2021 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.
As of the date of this report, the Company has entered into forward sale
agreements for Shares having an aggregate sale price of $64.0 million that have
not been settled, leaving $686.0 million remaining to be sold under the Equity
Offering program, including the BTIG Equity Distribution Agreement. The BTIG
Equity Distribution Agreement is substantially similar to the form of Equity
Distribution Agreement filed as Exhibit 1.1 to the Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by the Company on August 6, 2021
(the "August 6 Form 8-K").
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 of 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 November 5, 2021, with the SEC in
connection with the offer and sale of the Shares, which supersedes and replaces
the prospectus supplement filed with the SEC on August 6, 2021.
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 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
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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 was filed as Exhibit
1.1 to the August 6 Form 8-K and which is incorporated herein by reference. The
foregoing description of the Master Forward Confirmations does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the form of Master Forward Confirmation, which was filed as Exhibit 1.2 to the
August 6 Form 8-K and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
1.1 Equity Distribution Agreement, dated August 6, 2021, by 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 Exhibit 5
and Exhibit 8)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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1 Filed as Exhibit 1.1 to a Form 8-K filed with the SEC by the Company on
August 6, 2021, and hereby incorporated by reference. The Company entered into
Equity Distribution Agreements, which are substantially identical in all
material respects to the Equity Distribution Agreement filed as Exhibit 1.1 to
the August 6, 2021 Form 8-K, with (i) 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 on August 6, 2021 and (ii) BTIG, LLC
on November 5, 2021. 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 prior Sales Agreements and the inapplicability of the provisions
related to the forward equity sales under the agreements.
2 Filed as Exhibit 1.2 to a Form 8-K filed with the SEC by the Company on
August 6, 2021, and hereby incorporated by reference. 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 as
Exhibit 1.2 to the August 6, 2021 Form 8-K, 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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