Business Context and Reporting Period
This Form 8-K Current Report was filed by Healthcare Trust of America, Inc. (formerly Grubb & Ellis Healthcare REIT, Inc.) on August 21, 2009, with the latest events reported through August 27, 2009. The Company is a self-managed, non-traded public REIT focused on healthcare real estate.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The report focuses exclusively on corporate governance changes and transaction amendments.
Material Changes and Agreements
- Corporate Name Change: The Company changed its name from Grubb & Ellis Healthcare REIT, Inc. to Healthcare Trust of America, Inc., effective August 24, 2009. Corresponding amendments were made to the Articles of Incorporation and Bylaws.
- Operating Partnership Renaming: The Company's operating partnership was renamed to Healthcare Trust of America Holdings, LP via a second amendment to the Partnership Agreement.
- Greenville Acquisition Amendments: The Company amended its purchase agreement for 16 medical office buildings in Greenville, South Carolina, with Greenville Hospital System (GHS):
- Second Amendment (Aug 21): Extended the due diligence period to August 26, 2009, and set the closing date for September 4, 2009.
- Third Amendment (Aug 26): Adjusted the purchase price from $161,630,000 to $161,670,000 and modified certain closing conditions.
- Dealer Manager Transition: The Company announced a transition of its dealer manager for its initial public offering to Realty Capital Securities, LLC, effective August 29, 2009.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary regarding future performance. The primary risks and contingencies noted are related to the successful closing of the Greenville acquisition subject to the amended due diligence and closing conditions.
Investor Verification Checklist
- Verify the final closing date and conditions for the Greenville, South Carolina portfolio acquisition.
- Confirm the impact of the dealer manager transition to Realty Capital Securities, LLC on the IPO process.
- Review the full text of the Partnership Agreement Amendment (Exhibit 10.1) for any changes to governance or distribution policies.
- Monitor subsequent filings for the official completion of the name change and the Greenville transaction.