Business Context and Reporting Period
This Form 8-K Current Report was filed by Healthcare Trust of America, Inc. (NYSE: HTA) and its operating partnership, Healthcare Trust of America Holdings, LP, on December 28, 2018. The filing reports the entry into material definitive agreements regarding a new equity distribution program.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. The primary financial metric disclosed is the authorization of an equity offering program with an aggregate offering price of up to $500,000,000.
Material Changes
On December 28, 2018, the company entered into six new Equity Distribution Agreements and six Master Forward Confirmations with various financial institutions. These new agreements replace similar agreements entered into on September 15, 2017. The replacement was necessitated by the filing of a new Registration Statement on Form S-3ASR, which became effective on February 23, 2018.
Guidance, Outlook, and Management Commentary
- Equity Program Structure: The company established an "Equity Program" allowing for the sale of Class A common stock from time to time. Sales are anticipated to be made primarily through "at-the-market" offerings on the New York Stock Exchange or through market makers, though negotiated transactions are also possible.
- Forward Sale Agreements: Under the Master Forward Confirmations, the company may enter into forward sale agreements where agents borrow shares from third parties to sell to the public at the company's request.
- Use of Proceeds: Proceeds from the Equity Program are intended for general corporate purposes, including working capital, share repurchases, and investment in real estate. A portion of the proceeds may also be used to pay certain outstanding long-term debt obligations.
- Counterparties: The agreements involve Wells Fargo, BMO Capital Markets, Jefferies, J.P. Morgan, Merrill Lynch (Bank of America), and MUFG Securities.
Investor Verification Checklist
- Verify the specific terms and conditions of the Equity Distribution Agreements and Master Forward Confirmations in Exhibits 1.1 through 1.12.
- Monitor future filings for actual sales volumes and proceeds generated under the $500 million Equity Program.
- Review the company's subsequent 10-Q or 10-K filings to determine how proceeds are allocated between working capital, share repurchases, real estate investments, and debt repayment.
- Confirm the status of the Registration Statement on Form S-3ASR (File No. 333-223172) to ensure it remains effective for future offerings.