8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 5, 2021 (November 5, 2021)

HEALTHCARE REALTY TRUST INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Maryland	001-11852	62-1507028
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

(Address of principal executive offices)

(615) 269-8175

(Registrant's telephone number, including area code)

Not Applicable

(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	Name of each exchange on which registered
Common Stock, $0.01 par value per share	HR	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 (see General Instruction A.2. below):

☐    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 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).

    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. ☐

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

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)

____________

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.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEALTHCARE REALTY TRUST INCORPORATED
	By:	/s/ J. Christopher Douglas
		J. Christopher Douglas
		Executive Vice President - Chief Financial Officer
November 5, 2021

EX-5

Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 615.244.6380 main P.O. Box 198966 615.244.6804 fax Nashville, TN 37219-8966 wallerlaw.com November 5, 2021 Healthcare Realty Trust Incorporated 3310 West End Avenue, Suite 700 Nashville, Tennessee 37203 Re: Healthcare Realty Trust Incorporated Ladies and Gentlemen: In our capacity as special securities counsel to Healthcare Realty Trust Incorporated, a Maryland corporation (the “Company”), we have examined the Registration Statement on Form S-3 (Registration No. 333- 236396) filed by the Company under the Securities Act of 1933, as amended, and the related Prospectus dated February 12, 2020 (the “Prospectus”), as supplemented by the Prospectus Supplement dated November 5, 2021 (the “Prospectus Supplement”), relating to the offering of a number of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000. In this regard, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, we are of the opinion that the shares of Common Stock referred to in the Prospectus Supplement, to the extent actually issued and sold in the manner and on the terms described in (i) the various Equity Distribution Agreements, each dated August 6, 2021, each between the Company, on the one hand, and respectively Barclays Capital Inc. and Barclays Bank PLC, BMO Capital Markets Corp. and Bank of Montreal, Bank of America, N.A. and BofA Securities, Inc., 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 the other hand, and that certain Equity Distribution Agreement, dated November 5, 2021, between the Company and BTIG, LLC; (ii) the various Master Forward Confirmations, each dated August 6, 2021, each between the Company, on the one hand, and respectively 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, as forward purchasers, on the other hand; (iii) the Prospectus; and (iv) the Prospectus Supplement, will be duly authorized and validly issued, fully paid and nonassessable shares of the Common Stock of the Company. The foregoing opinion is limited to matters arising under the Maryland General Corporation Law as in effect on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company’s current report on Form 8-K and further consent to the reference to us under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Prospectus or the Prospectus Supplement under the provisions of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Waller Lansden Dortch & Davis, LLP

EX-8

4872-7204-2497.3 Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 615.244.6380 main P.O. Box 198966 615.244.6804 fax Nashville, TN 37219-8966 wallerlaw.com November 5, 2021 Healthcare Realty Trust Incorporated 3310 West End Avenue Nashville, TN 37203 Re: Healthcare Realty Trust Incorporated Ladies and Gentlemen: We have acted as special tax counsel to Healthcare Realty Trust Incorporated, a Maryland corporation (the “Company”), in connection with the offering and sale of a number of shares of common stock of the Company, par value $0.01 per share, having an aggregate offering price of up to $750,000,000 (the “Offering”). The Offering is described more fully in the registration statement on Form S-3 (Registration No. 333-236396) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended, and the related prospectus dated February 12, 2020 (the “Base Prospectus”), as supplemented by the prospectus supplement dated November 5, 2021 (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”). The opinions set forth in this letter are based on relevant current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, applicable legislative history, and the administrative rulings and practices of the Internal Revenue Service (the “IRS”), including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, and which might result in material modifications of our opinions. Our opinions do not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, or of a contrary position taken by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents counsel’s best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be litigated, but an opinion is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS. In rendering the opinions expressed herein, we have examined and relied on the Registration Statement (including the Prospectus), and such other documents and information provided to us by the Company as we have deemed necessary or appropriate to enable us to render the opinions expressed below. Additionally, we have relied upon the Company’s certificate dated as of even date herewith (the “Certificate”), setting forth certain factual representations of the Company, including, among other things, the actual and proposed operations of the Company and the entities in which it holds, or has held, a direct or indirect interest. Any material variation or difference in the facts from those set forth in the documents that we have reviewed and upon which we have relied (including, in particular, the Certificate) may adversely affect the conclusions stated herein.

November 5, 2021 Page 2 -4872-7204-2497.3 In our examination of the foregoing documents, we have assumed, with your consent, that as of the date hereof (i) all of the representations and statements set forth in the documents (including, without limitation, the Certificate) we have reviewed are true and correct, and all of the obligations imposed by any such documents on the parties thereto have been and will be performed or satisfied in accordance with their terms; (ii) the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of documents submitted to us as copies, and the authenticity of the originals from which any copies were made; (iii) the Company at all times will operate in accordance with its past and proposed method of operation as described in its filings with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as described in the Certificate; (iv) the Company is a validly organized and duly incorporated corporation under the laws of the State of Maryland; and (v) any “Excess Shares” (defined in the Company’s Second Articles of Amendment and Restatement, as amended, to be shares of a value exceeding 9.9% in value of the outstanding shares of the Company) held or deemed held by any person (pursuant to applicable rules of attribution) are deemed to have no value or voting rights. Based upon, subject to, and limited by the assumptions and qualifications set forth herein, we are of the opinion that: 1. Commencing with the Company's taxable year ended December 31, 1993, and through the Company's taxable year ended December 31, 2020, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its current organization and method of operation as described in the Registration Statement (including the Prospectus) and the Certificate has enabled it, and its proposed method of operation will continue to enable it, to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2021, and subsequent taxable years. 2. The statements made under the caption “U.S. Federal Income Tax Considerations” in the Prospectus, insofar as they purport to summarize certain provisions of the statutes or regulations referred to therein, are accurate summaries in all material respects. The opinions set forth above represent our conclusions based upon the documents, facts, representations and assumptions referred to above. Any material amendments to such documents, changes in any significant facts or inaccuracy of such representations or assumptions could affect the opinions referred to herein. Moreover, the Company’s qualification and taxation as a REIT under the Code depends upon the ability of the Company to meet for each taxable year, through actual annual operating results, requirements under the Code regarding gross income, assets, distributions and diversity of stock ownership. We have not undertaken, and will not undertake, to review the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as special tax counsel and nothing has come to our attention which calls into question the accuracy of the facts referred to herein or the representations set forth in the Certificate, we have not

November 5, 2021 Page 3 -4872-7204-2497.3 undertaken an independent investigation of all of the facts referred to in this opinion letter or the Certificate. This opinion letter addresses only the specific federal income tax matters set forth above and does not address any other federal, state, local or foreign tax issues. This opinion letter has been prepared for your use in connection with the Offering, and speaks as of the date hereof. This opinion letter may not be relied upon by any person other than you or for any other purpose without our prior written consent. We assume no obligation by reason of this opinion letter to advise you of any changes in our opinions subsequent to the delivery of this opinion letter but agree to do so from time to time upon specific request from you for an update or confirmation. We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K and to the reference to our firm under the headings “U.S. Federal Income Tax Considerations” and “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Waller Lansden Dortch & Davis, LLP

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Cover Page Document	Nov. 05, 2021
Cover Page [Abstract]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Entity Central Index Key	0000899749
Amendment Flag	false
Document Type	8-K
Document Period End Date	Nov. 05, 2021
Entity Registrant Name	HEALTHCARE REALTY TRUST INCORPORATED
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	62-1507028
Entity Address, Address Line One	3310 West End Avenue, Suite 700
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37203
City Area Code	615
Local Phone Number	269-8175
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Trading Symbol	HR
Security Exchange Name	NYSE
Entity File Number	001-11852