8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2019 (October 28, 2019)

HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

	Maryland	(Healthcare Trust of America, Inc.)	001-35568	20-4738467
	Delaware	(Healthcare Trust of America Holdings, LP)	333-190916	20-4738347
(State or other jurisdiction of incorporation or organization)			(Commission File Number)	(I.R.S. Employer Identification No.)

16435 N. Scottsdale Road, Suite 320,	Scottsdale,	Arizona	85254		(480)	998-3478
(Address of Principal Executive Office and Zip Code)				(Registrant’s telephone number, including area code)

www.htareit.com

(Internet address)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	HTA	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Healthcare Trust of America, Inc.	☐	Emerging growth company
Healthcare Trust of America Holdings, LP	☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Item 8.01 Other Events.

Healthcare Trust of America, Inc. (NYSE: HTA) (“HTA”) announced today that its Board of Directors issued a quarterly dividend of $0.315 per share of common stock. This represents an annualized rate of $1.26 per share of common stock with an annualized yield of 4.17% based on HTA’s closing share price as of October 25, 2019. The dividend will be paid on January 9, 2020 to stockholders of record on January 2, 2020.

The amount of dividends HTA pays to its stockholders is determined by HTA’s Board of Directors, at its discretion, and is dependent on a number of factors, including funds available for the payment of distributions, HTA’s financial condition, capital expenditure requirements and annual distribution requirements needed to maintain HTA’s status as a real estate investment trust under the Internal Revenue Code. HTA’s Board of Directors may reduce its dividend rate and HTA cannot guarantee the amount of dividends paid in the future, if any.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Dividend Announcement press release dated October 28, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	Healthcare Trust of America, Inc.
Date: October 28, 2019	By:	/s/ Scott D. Peters
		Name: Scott D. Peters
		Title: Chief Executive Officer, President and Chairman

	Healthcare Trust of America Holdings, LP
	By:	Healthcare Trust of America, Inc.,
		its General Partner
Date: October 28, 2019	By:	/s/ Scott D. Peters
		Name: Scott D. Peters
		Title: Chief Executive Officer, President and Chairman

EX-99.1

Exhibit 99.1

PRESS RELEASE

Financial Contact:	Media Contact:
Robert A. Milligan	Kristen Armstrong
Chief Financial Officer	Executive Assistant to the CEO
Healthcare Trust of America, Inc.	Healthcare Trust of America, Inc.
480.998.3478	480.998.3478
RobertMilligan@htareit.com	KristenArmstrong@htareit.com

Healthcare Trust of America, Inc. Announces its Fourth Quarter Dividend

SCOTTSDALE, ARIZONA, October 28, 2019 - Healthcare Trust of America, Inc. (NYSE:HTA), the largest dedicated owner and operator of medical office buildings in the United States, announced today that its board of directors issued a quarterly dividend of $0.315 per share of common stock. This represents an annualized rate of $1.26 per share of common stock with an annualized yield of 4.17% based on HTA’s closing share price as of October 25, 2019. The dividend will be paid on January 9, 2020 to stockholders of record on January 2, 2020.

Additionally, the eligible holders of HTA’s operating partnership units (“OP Units”) will receive a quarterly OP Unit distribution, which is on par with HTA’s common stock dividend described above.

The amount of common stock dividends HTA pays to its stockholders is determined by HTA’s board of directors, at its discretion, and is dependent on a number of factors, including funds available for the payment of distributions, HTA’s financial condition, capital expenditure requirements and annual distribution requirements needed to maintain HTA’s status as a real estate investment trust under the Internal Revenue Code. HTA’s board of directors may reduce its dividend rate and HTA cannot guarantee the amount of dividends paid in the future, if any.

About HTA

Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 23.3 million square feet of GLA, with $6.9 billion invested primarily in medical office buildings. HTA provides real estate infrastructure for the integrated delivery of healthcare services in highly-desirable locations. Investments are targeted to build critical mass in 20 to 25 leading gateway markets that generally have leading university and medical institutions which translates to superior demographics, high-quality graduates, intellectual talent and job growth. The strategic markets HTA invests in support a strong, long-term demand for quality medical office space. HTA utilizes an integrated asset management platform consisting of on-site leasing, property management, engineering and building services, and development capabilities to create complete, state of the art facilities in each market. This drives efficiencies, strong tenant and health system relationships, and strategic partnerships that result in high levels of tenant retention, rental growth and long-term value creation. Headquartered in Scottsdale, Arizona, HTA has developed a national brand with dedicated relationships at the local level.

Founded in 2006 and listed on the New York Stock Exchange in 2012, HTA has produced attractive returns for its stockholders that have outperformed the S&P 500 and US REIT index. More information about HTA can be found on the Company’s Website (www.htareit.com), Facebook, LinkedIn and Twitter.

Forward-Looking Language

This press release contains certain forward-looking statements. Forward-looking statements are based on current expectations, plans, estimates, assumptions and beliefs, including expectations, plans, estimates, assumptions and beliefs about HTA, stockholder value and earnings growth.

The forward-looking statements included in this press release are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond HTA’s control. Although HTA believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, HTA’s actual results and performance could differ materially and in adverse ways from those set forth in the forward-looking statements. Factors which could have a material adverse effect on HTA’s operations and future prospects include, but are not limited to:

• changes in economic conditions affecting the healthcare property sector, the commercial real estate market and the credit market;

• competition for acquisition and development of medical office buildings and other facilities that serve the healthcare industry;

• economic fluctuations in certain states in which HTA’s property investments are geographically concentrated;

• retention of HTA’s senior management team and our ability to attract and retain qualified key personnel;

• financial stability and solvency of HTA’s tenants, including the ability and willingness of HTA’s tenants or borrowers to satisfy their obligations under their respective contractual agreements with us;

• the ability and willingness of HTA’s tenants to renew their leases with us upon expiration of the leases or HTA’s ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant;

• fluctuations in reimbursements from third party payors such as Medicare and Medicaid;

• supply and demand for operating properties in the market areas in which HTA operates;

• HTA’s ability to acquire or develop real properties, and to successfully operate those properties once acquired or developed;

• changes in operating expenses of HTA’s properties including, but not limited to, expenditures for property taxes, property and liability insurance premiums, and utility rates;

• HTA’s ability and the ability of HTA’s tenants to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;

• restrictive covenants on certain of HTA’s properties subject to ground leases that may restrict or limit the uses of HTA’s properties and the types of tenants we are able to lease to, and our resulting ability to attract new tenants;

• the impact from damage to HTA’s properties from, or increased operating costs associated with, catastrophic weather and other natural events and the physical effects of climate change;

• legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry;

• changes in interest rates, including changes as a result of the potential phasing out of the London Inter-bank Offered Rate (LIBOR);

• the availability of capital and financing;

• restrictive covenants in HTA’s credit facilities;

• changes in HTA’s credit ratings;

• HTA’s ability to remain qualified as a REIT;

• changes in accounting principles generally accepted in the United States of America, policies and guidelines applicable to REITs; and

• the risk factors set forth in HTA’s most recent Annual Report on Form 10-K and in HTA’s most recent Quarterly Reports on Form 10-Q.

Forward-looking statements speak only as of the date made. Except as otherwise required by the federal securities laws, HTA undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this press release or that may be made elsewhere from time to time by, or on behalf of, HTA.

XML

Cover Page	Oct. 28, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 28, 2019
Entity Registrant Name	HEALTHCARE TRUST OF AMERICA, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-35568
Entity Tax Identification Number	20-4738467
Entity Address, Address Line One	16435 N. Scottsdale Road, Suite 320,
Entity Address, City or Town	Scottsdale,
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
City Area Code	(480)
Local Phone Number	998-3478
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	HTA
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001360604
Amendment Flag	false
Healthcare Trust of America Holdings, LP
Entity Information [Line Items]
Document Period End Date	Oct. 28, 2019
Entity Registrant Name	HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-190916
Entity Tax Identification Number	20-4738347
Entity Emerging Growth Company	false
Entity Central Index Key	0001495491
Amendment Flag	false