00013606040001495491falsefalse 0001360604 2019-11-29 2019-11-29 0001360604 hta:HealthcareTrustofAmericaHoldingsLPMember 2019-11-29 2019-11-29
 
 
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):
November 29, 2019
(
November 29, 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)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
16435 N. Scottsdale Road, Suite 320
Scottsdale, Arizona 85254
 
(480) 
998-3478
 
www.htareit.com
(Address of Principal Executive Offices
and Zip Code)
 
(Registrant’s telephone number,
including area code)
 
(Internet Address)
N/A
(Former name or former address, if changed since last report)
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
Class A Common Stock, $0.01 par value per share
 
HTA
 
New York Stock Exchange
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 1.01
Entry into a Material Definitive Agreement.
On November 2
9
, 2019, Healthcare Trust of America, Inc. (NYSE:HTA) (“HTA”) and Healthcare Trust of America Holdings, LP, HTA’s operating partnership (the “Operating Partnership”), amended each of the six existing equity distribution agreements, each dated December 28, 2018 (such amendments, the “EDA Amendments”), each among HTA and the Operating Partnership, on the one hand, and, respectively, (i) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (ii) BMO Capital Markets Corp. and Bank of Montreal, (iii) Jefferies LLC, (iv) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, (v) BofA Securities, Inc. (an assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., and (vi) MUFG Securities Americas Inc. and MUFG Securities EMEA plc (collectively, the “Agents”), on the other hand, in connection with the upsizing of the Company’s existing
“at-the-market”
equity sale program (the “Equity Program”) to allow for the offering of shares (the “Shares”) from time to time of Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), of HTA having an aggregate offering price of up to $750,000,000, exclusive of any shares of Class A Common Stock of HTA previously issued under the Equity Program
.
Concurrently with the entry into the EDA Amendments, as a part of the Equity Program, HTA also amended each of the six existing master forward confirmations, each dated December 28, 2018 (such amendments, the “MFC Amendments”), each between HTA, on the one hand, and, respectively, (i) Wells Fargo Bank, National Association, (ii) Bank of Montreal, (iii) Jefferies LLC, (iv) JPMorgan Chase Bank, National Association, London Branch, (v) Bank of America, N.A., and (vi) MUFG Securities EMEA plc (collectively, the “Forward Purchasers”), on the other hand, to correspondingly increase the amount issuable under forward sale agreements under the master forward confirmations.
Sales to the public under the Equity Program are anticipated to be made primarily in transactions that are deemed to be
“at-the-market”
offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Sales may also be made in negotiated transactions. HTA intends to use any proceeds from the Equity Program for general corporate purposes, including working capital, share repurchases and investment in real estate. In addition, HTA may use a portion of any proceeds to pay certain outstanding long-term debt obligations. The Shares will be offered under HTA’s effective Registration Statement on Form
S-3ASR
(File No.
 333-223172),
as amended by Post-Effective Amendment No. 1 dated September 5, 2019.
The foregoing description of the EDA Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the EDA Amendments, which are attached hereto as Exhibit 1.1 through Exhibit 1.6 and the terms of which are incorporated herein by reference.
The foregoing description of the MFC Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the MFC Amendments, which are attached hereto as Exhibit 1.7 through Exhibit 1.12 and the terms of which are incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
         
         
 
  1.1
   
         
 
  1.2
   
         
 
  1.3
   
 
 

         
         
 
  1.4
   
         
 
  1.5
   
         
 
  1.6
   
         
 
  1.7
   
         
 
  1.8
   
         
 
  1.9
   
         
 
  1.10
   
         
 
  1.11
   
         
 
  1.12
   
         
 
  5.1
   
         
 
23.1
   
         
 
104
   
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

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: November 2
9
, 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: November 2
9
, 2019
 
 
By:
 
/s/ Scott D. Peters
 
 
Name:
 
Scott D. Peters
 
 
Title:
 
Chief Executive Officer, President and Chairman

Exhibit 1.1

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

November 29, 2019

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the “Equity Distribution Agreement”), among Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association (collectively, “JPMorgan”), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and JPMorgan (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and JPMorgan agree as follows:

A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:

1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.”


3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the “Maximum Amount”), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.”

4. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement shall include the Transaction Entities’ automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.

5. The sixth paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of December 28, 2018 and as amended on November 29, 2019, with BMO Capital Markets Corp., Jefferies LLC, BofA Securities, Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.”

6. The first and second sentences of Section 6(a)(21) of the Equity Distribution Agreement shall be amended to replace “December 31, 2018” with “December 31, 2019”.

7. The first sentence of the Form of Placement Notice attached as Exhibit A to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated December 28, 2018”.

8. The first sentence of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

9. The first sentence of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

 

2


B. Prospectus Supplement. The Transaction Entities agree to file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect. All references to the Equity Distribution Agreement in the Equity Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Equity Distribution Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Equity Distribution Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Equity Distribution Agreement.

D. Applicable Law. This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

E. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

3


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement among JPMorgan and the Transaction Entities in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name:   Robert A. Milligan
  Title:   Chief Financial Officer, Secretary and Treasurer
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
By:   Healthcare Trust of America, Inc.
Its:   General Partner
  By:  

/s/ Robert A. Milligan

    Name: Robert A. Milligan
    Title: Chief Financial Officer,
    Secretary and Treasurer

 

 

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

J.P. MORGAN SECURITIES LLC, as Sales Agent and Forward Seller
By:  

/s/ Stephanie Little

  Name: Stephanie Little
  Title: Executive Director
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as Forward Purchaser
By:  

/s/ Stephanie Little

  Name: Stephanie Little
  Title: Executive Director

 

 

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]

Exhibit 1.2

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

November 29, 2019

BMO Capital Markets Corp.

Three Times Square, 25th Floor

New York, New York 10036

Bank of Montreal

250 Yonge Street, 10th Floor

Toronto, ON M5B 2L7

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the “Equity Distribution Agreement”), among Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), on the one hand, and BMO Capital Markets Corp. and Bank of Montreal (collectively, “BMO”), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and BMO (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and BMO agree as follows:

A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:

1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.”

3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the “Maximum Amount”), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.”


4. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement shall include the Transaction Entities’ automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.

5. The sixth paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of December 28, 2018 and as amended on November 29, 2019, with BofA Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.”

6. The first and second sentences of Section 6(a)(21) of the Equity Distribution Agreement shall be amended to replace “December 31, 2018” with “December 31, 2019”.

7. The first sentence of the Form of Placement Notice attached asExhibit A to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated December 28, 2018”.

8. The first sentence of the Form of Officer’s Certificate attached asExhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

9. The first sentence of the Form of Officer’s Certificate attached asExhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

 

2


B. Prospectus Supplement. The Transaction Entities agree to file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect. All references to the Equity Distribution Agreement in the Equity Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Equity Distribution Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Equity Distribution Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Equity Distribution Agreement.

D. Applicable Law. This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

E. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

3


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement among BMO and the Transaction Entities in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
  Title: Chief Financial Officer, Secretary and Treasurer
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
By:   Healthcare Trust of America, Inc.
Its:   General Partner
  By:  

/s/ Robert A. Milligan

    Name: Robert A. Milligan
    Title: Chief Financial Officer,
    Secretary and Treasurer

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

BMO CAPITAL MARKETS CORP., as Sales Agent and Forward Seller
By:  

/s/ Nick Stamou

  Name: Nick Stamou
  Title: Director, Derivatives Operations
BANK OF MONTREAL, as Forward Purchaser
By:  

/s/ Andrew Henderson

  Name: Andrew Henderson
  Title: Director, Derivatives Operations

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]

Exhibit 1.3

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

November 29, 2019

MUFG Securities Americas Inc.

1221 Avenue of the Americas, 6th Floor

New York, New York 10020

MUFG Securities EMEA plc

Ropemaker Place, 25 Ropemaker Street

London EC27 9AJ

United Kingdom

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the “Equity Distribution Agreement”), among Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc (collectively, “MUFG”), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and MUFG (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and MUFG agree as follows:

A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:

1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.”

3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the “Maximum Amount”), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.”


4. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement shall include the Transaction Entities’ automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.

5. The sixth paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of December 28, 2018 and as amended on November 29, 2019, with BMO Capital Markets Corp., Jefferies LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.”

6. The first and second sentences of Section 6(a)(21) of the Equity Distribution Agreement shall be amended to replace “December 31, 2018” with “December 31, 2019”.

7. The first sentence of the Form of Placement Notice attached asExhibit A to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated December 28, 2018”.

8. The first sentence of the Form of Officer’s Certificate attached asExhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

9. The first sentence of the Form of Officer’s Certificate attached asExhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

 

2


B. Prospectus Supplement. The Transaction Entities agree to file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect. All references to the Equity Distribution Agreement in the Equity Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Equity Distribution Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Equity Distribution Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Equity Distribution Agreement.

D. Applicable Law. This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

E. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

3


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement among MUFG and the Transaction Entities in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
  Title: Chief Financial Officer, Secretary and Treasurer
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
By:   Healthcare Trust of America, Inc.
Its:   General Partner
  By:  

/s/ Robert A. Milligan

    Name: Robert A. Milligan
    Title: Chief Financial Officer,
    Secretary and Treasurer

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

MUFG SECURITIES AMERICAS INC., as Sales Agent and Forward Seller
By:  

/s/ Jason Demark

  Name: Jason Demark
  Title: Director
MUFG SECURITIES EMEA PLC, as Forward Purchaser
By:  

/s/ Geoffroy Charles

  Name: Geoffroy Charles
  Title: Director

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]

Exhibit 1.4

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

November 29, 2019

Wells Fargo Securities, LLC

375 Park Avenue

New York, New York 10152

Wells Fargo Bank, National Association

c/o Wells Fargo Securities, LLC

375 Park Avenue

New York, New York 10152

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the “Equity Distribution Agreement”), among Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association (collectively, “Wells Fargo”), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and Wells Fargo (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and Wells Fargo agree as follows:

A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:

1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.”

3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the “Maximum Amount”), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.”


4. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement shall include the Transaction Entities’ automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.

5. The sixth paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of December 28, 2018 and as amended on November 29, 2019, with BMO Capital Markets Corp., Jefferies LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and BofA Securities, Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.”

6. The first and second sentences of Section 6(a)(21) of the Equity Distribution Agreement shall be amended to replace “December 31, 2018” with “December 31, 2019”.

7. The first sentence of the Form of Placement Notice attached as Exhibit A to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated December 28, 2018”.

8. The first sentence of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

9. The first sentence of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

 

2


B. Prospectus Supplement. The Transaction Entities agree to file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect. All references to the Equity Distribution Agreement in the Equity Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Equity Distribution Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Equity Distribution Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Equity Distribution Agreement.

D. Applicable Law. This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

E. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

3


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement among Wells Fargo and the Transaction Entities in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name:   Robert A. Milligan
  Title:   Chief Financial Officer, Secretary and Treasurer
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
By:   Healthcare Trust of America, Inc.
Its:   General Partner
       By:  

/s/ Robert A. Milligan

    Name: Robert A. Milligan
    Title: Chief Financial Officer,
    Secretary and Treasurer

 

 

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

WELLS FARGO SECURITIES, LLC, as Sales Agent and Forward Seller
By:  

/s/ Elizabeth Alvarez

  Name: Elizabeth Alvarez
  Title: Managing Director
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Forward Purchaser
By:  

/s/ Thomas Yates

  Name: Thomas Yates
  Title: Managing Director

 

 

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]

Exhibit 1.5

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

November 29, 2019

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Bank of America, N.A.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the “Equity Distribution Agreement”), among Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), on the one hand, and BofA Securities, Inc. (an assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A. (collectively, “BofA”), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and BofA (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and BofA agree as follows:

A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:

1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.”

3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the “Maximum Amount”), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.”


4. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement shall include the Transaction Entities’ automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.

5. The sixth paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of December 28, 2018 and as amended on November 29, 2019, with BMO Capital Markets Corp., Jefferies LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.”

6. The first and second sentences of Section 6(a)(21) of the Equity Distribution Agreement shall be amended to replace “December 31, 2018” with “December 31, 2019”.

7. The first sentence of the Form of Placement Notice attached as Exhibit A to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated December 28, 2018”.

8. The first sentence of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

9. The first sentence of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

 

2


10. All references to “Merrill Lynch, Pierce, Fenner & Smith Incorporated” in the Equity Distribution Agreement shall be replaced with “BofA Securities, Inc.”.

B. Prospectus Supplement. The Transaction Entities agree to file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.

C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect. All references to the Equity Distribution Agreement in the Equity Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Equity Distribution Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Equity Distribution Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Equity Distribution Agreement.

D. Applicable Law. This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

E. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

3


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement among BofA and the Transaction Entities in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name:   Robert A. Milligan
  Title:   Chief Financial Officer, Secretary and Treasurer
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
By:   Healthcare Trust of America, Inc.
Its:   General Partner
  By:  

/s/ Robert A. Milligan

    Name: Robert A. Milligan
    Title: Chief Financial Officer,
    Secretary and Treasurer

 

 

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

BofA SECURITIES, INC., as Sales Agent and Forward Seller
By:  

/s/ Gray Hampton

  Name: Gray Hampton
  Title: Vice Chairman
BANK OF AMERICA, N.A., as Forward Purchaser
By:  

/s/ Jake Mendelsohn

  Name: Jake Mendelsohn
  Title: Managing Director

 

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]

Exhibit 1.6

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

EQUITY DISTRIBUTION AGREEMENT

November 29, 2019

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the “Equity Distribution Agreement”), among Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), on the one hand, and Jefferies LLC (“Jefferies”), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and Jefferies (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and Jefferies agree as follows:

A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:

1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

Master Forward Confirmation” means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.”

3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the “Maximum Amount”), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.”

4. For the avoidance of confusion, all references to “Registration Statement” included in the Equity Distribution Agreement shall include the Transaction Entities’ automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.


5. The sixth paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:

“The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of December 28, 2018 and as amended on November 29, 2019, with BMO Capital Markets Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.”

6. The first and second sentences of Section 6(a)(21) of the Equity Distribution Agreement shall be amended to replace “December 31, 2018” with “December 31, 2019”.

7. The first sentence of the Form of Placement Notice attached asExhibit A to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated December 28, 2018”.

8. The first sentence of the Form of Officer’s Certificate attached asExhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-1 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

9. The first sentence of the Form of Officer’s Certificate attached asExhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Agreements”)”, and the second sentence of the fourth paragraph of the Form of Officer’s Certificate attached as Exhibit E-2 to the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “, each dated December 28, 2018”.

B. Prospectus Supplement. The Transaction Entities agree to file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.

 

2


C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect. All references to the Equity Distribution Agreement in the Equity Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Equity Distribution Agreement as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Equity Distribution Agreement and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Equity Distribution Agreement.

D. Applicable Law. This Amendment, and any claim, controversy or dispute relating to or arising out of this Amendment, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

E. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

3


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement among Jefferies and the Transaction Entities in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
 

Title:   Chief Financial Officer, Secretary and Treasurer

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
By:   Healthcare Trust of America, Inc.
Its:   General Partner
    By:  

/s/ Robert A. Milligan

      Name: Robert A. Milligan
      Title: Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

JEFFERIES LLC, as Sales Agent and Forward Seller
By:  

/s/ Michael Judlowe

  Name: Michael Judlowe
  Title: Managing Director, ECM
JEFFERIES LLC, as Forward Purchaser
By:  

/s/ Michael Judlowe

  Name: Michael Judlowe
  Title: Managing Director, ECM

[Signature Page to Amendment No.1 to the Equity Distribution Agreement]

Exhibit 1.7

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

MASTER CONFIRMATION

November 29, 2019

JPMorgan Chase Bank, National Association

London Branch

25 Bank Street

Canary Wharf

London E14 5JP

England

Ladies and Gentlemen:

Reference is made to the Master Confirmation, dated December 28, 2018 (the “Master Confirmation”), between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and JPMorgan (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and JPMorgan agree as follows:

A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:

1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Equity Distribution Agreement”)”.

2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.

C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 


E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

2


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between JPMorgan and the Company in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
 

Title:   Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:  

/s/ Stephanie Little

  Name: Stephanie Little
  Title: Executive Director

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

Exhibit 1.8

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

MASTER CONFIRMATION

November 29, 2019

Bank of Montreal

250 Yonge Street, 10th Floor

Toronto, ON M5B 2L7

Ladies and Gentlemen:

Reference is made to the Master Confirmation, dated December 28, 2018 (the “Master Confirmation”), between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Bank of Montreal, and BMO Capital Markets Corp., solely in its capacity as agent (collectively, “BMO”). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and BMO (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and BMO agree as follows:

A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:

1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Equity Distribution Agreement”)”.

2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.

C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

2


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between BMO and the Company in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
  Title: Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

BANK OF MONTREAL
By:  

/s/ Andrew Henderson

  Name: Andrew Henderson
  Title: Director, Derivatives Operations
BMO CAPITAL MARKETS CORP., solely in its capacity as agent
By:  

/s/ Nick Stamou

  Name: Nick Stamou
  Title: Director, Derivatives Operations
By:  

/s/ David Raff

  Name: David Raff
  Title: Managing Director

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

Exhibit 1.9

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

MASTER CONFIRMATION

November 29, 2019

MUFG Securities EMEA plc

Ropemaker Place, 25 Ropemaker Street

London EC27 9AJ

United Kingdom

Ladies and Gentlemen:

Reference is made to the Master Confirmation, dated December 28, 2018 (the “Master Confirmation”), between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and MUFG Securities EMEA plc (“MUFG”). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and MUFG (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and MUFG agree as follows:

A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:

1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Equity Distribution Agreement”)”.

2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.

C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

2


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between MUFG and the Company in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
  Title: Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

MUFG SECURITIES EMEA PLC
By:  

/s/ Geoffroy Charles

  Name: Geoffroy Charles
  Title: Director

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

Exhibit 1.10

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

MASTER CONFIRMATION

November 29, 2019

Wells Fargo Bank, National Association

375 Park Avenue

New York, New York 10152

Ladies and Gentlemen:

Reference is made to the Master Confirmation, dated December 28, 2018 (the “Master Confirmation”), between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Wells Fargo Bank, National Association (“Wells Fargo”). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and Wells Fargo (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and Wells Fargo agree as follows:

A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:

1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Equity Distribution Agreement”)”.

2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.

C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

2


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between Wells Fargo and the Company in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name:   Robert A. Milligan
  Title:   Chief Financial Officer, Secretary and Treasurer

 

 

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ Thomas Yates

  Name: Thomas Yates
  Title: Managing Director

 

 

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

Exhibit 1.11

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

MASTER CONFIRMATION

November 29, 2019

Bank of America, N.A.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Reference is made to the Master Confirmation, dated December 28, 2018 (the “Master Confirmation”), between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Bank of America, N.A. (“BofA”). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and BofA (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and BofA agree as follows:

A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:

1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Equity Distribution Agreement”)”.

2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.

C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 


E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

2


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between BofA and the Company in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
 

Title: Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

BANK OF AMERICA, N.A.
By:  

/s/ Jake Mendelsohn

  Name: Jake Mendelsohn
  Title: Managing Director

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

Exhibit 1.12

Healthcare Trust of America, Inc.

AMENDMENT NO. 1

TO

MASTER CONFIRMATION

November 29, 2019

Jefferies LLC

520 Madison Avenue

New York, New York 10022

Ladies and Gentlemen:

Reference is made to the Master Confirmation, dated December 28, 2018 (the “Master Confirmation”), between Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), and Jefferies LLC (“Jefferies”). All capitalized terms used in this Amendment No. 1 to the Master Confirmation between the Company and Jefferies (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to them in the Master Confirmation. The Company and Jefferies agree as follows:

A. Amendments to Master Confirmation. The Master Confirmation is amended as follows:

1. The first sentence of the first paragraph of the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately before “(the “Equity Distribution Agreement”)”.

2. The first sentence of the second paragraph of the Supplemental Confirmation attached as Exhibit A to the Master Confirmation shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.

B. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Master Confirmation shall continue in full force and effect. All references to the Master Confirmation in the Master Confirmation or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Master Confirmation as amended by this Amendment. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of the Shares prior to the date hereof or on the terms of the Master Confirmation and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions) contained in the Master Confirmation.

C. Applicable Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

D. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

 


E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.

[Signature Page Follows]

 

2


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment, along with all counterparts, will become a binding agreement between Jefferies and the Company in accordance with its terms.

 

Very truly yours,
HEALTHCARE TRUST OF AMERICA, INC.
By:  

/s/ Robert A. Milligan

  Name: Robert A. Milligan
 

Title:   Chief Financial Officer, Secretary and Treasurer

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]


CONFIRMED AND ACCEPTED, as of the date first above written:

 

JEFFERIES LLC
By:  

/s/ Michael Judlowe

  Name: Michael Judlowe
  Title: Managing Director, ECM

[Signature Page to Amendment No. 1 to the Master Forward Confirmation]

Exhibit 5.1

 

LOGO    LOGO

 

 

November 29, 2019

Healthcare Trust of America, Inc.

16435 North Scottsdale Road

Suite 320

Scottsdale, AZ 85254

 

  Re:

Registration Statement on Form S-3 (File No. 333-223172)

Ladies and Gentlemen:

We have served as Maryland counsel to Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of shares of its Class A Common Stock, $0.01 par value per share (“Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Shares”), which may be sold from time to time pursuant to six Equity Distribution Agreements, each dated as of December 28, 2018, as amended by the Amendments No. 1 thereto, each dated as of November 29, 2019 (collectively, the “Equity Distribution Agreements”), each by and among the Company and Healthcare Trust of America Holdings, LP, a Delaware limited partnership and the operating partnership of the Company, on the one hand, and respectively (i) Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, (ii) BMO Capital Markets Corp. and Bank of Montreal, (iii) Jefferies LLC, (iv) J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, (v) BofA Securities, Inc. (as an assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A. and (vi) MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand. This firm did not participate in the drafting or negotiation of the Equity Distribution Agreements.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.    The Registration Statement on Form S-3 (File No. 333-223172), and all amendments thereto, in the form in which it was transmitted to the U. S. Securities and Exchange Commission (the “Commission”) for filing on February 23, 2018 under the Securities Act of 1933, as amended (the “1933 Act”), including post-effective amendment no. 1 thereto, in the form in which it was transmitted to the Commission for filing on September 5, 2019 under the 1933 Act (collectively, the “Registration Statement”);


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Healthcare Trust of America, Inc.

November 29, 2019

Page 2

 

2.    The prospectus, dated September 5, 2019, that forms a part of the Registration Statement and the prospectus supplement, dated November 29, 2019, in the form in which it was transmitted to the Commission for filing pursuant to Rule 424(b) of the General Rules and Regulations promulgated under the 1933 Act;

3.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.    The Third Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6.    Resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof relating to, among other matters, (a) the authorization of the execution and delivery by the Company of the Equity Distribution Agreements and (b) the sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

7.    The Equity Distribution Agreements;

8.    A certificate executed by an officer of the Company, dated as of the date hereof; and

9.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.


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Healthcare Trust of America, Inc.

November 29, 2019

Page 3

 

3.    Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.    The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VI of the Charter.

6.    Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.    The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.    The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company in accordance with the Registration Statement, the Resolutions and the Equity Distribution Agreements against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any


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Healthcare Trust of America, Inc.

November 29, 2019

Page 4

 

matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.    

 

Very truly yours,
/s/ Venable LLP