Maryland(Healthcare Trust of America, Inc.) |
001-35568 |
20-4738467 | ||
Delaware(Healthcare Trust of America Holdings, LP) |
333-190916 |
20-4738347 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
16435 N. Scottsdale Road, Suite 320 Scottsdale, Arizona 85254 |
(480) 998-3478 | |
(Address of Principal Executive Office and Zip Code) |
(Registrant’s telephone number, including area code) |
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Common stock, $0.01 par value |
HTA |
New York Stock Exchange |
☒ | 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)) |
Healthcare Trust of America, Inc. | ☐ Emerging growth company | |
Healthcare Trust of America Holdings, LP | ☐ Emerging growth company |
Healthcare Trust of America, Inc. | ☐ | |
Healthcare Trust of America Holdings, LP | ☐ |
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit Number |
Description | |
99.1 | First Amendment to the Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan. | |
99.2 | First Amendment to the Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton. | |
104 | Cover Page Interactive Data File, formatted in inline XBRL. |
Healthcare Trust of America, Inc. | ||||||
Date: March 15, 2022 | By: | /s/ Peter N. Foss | ||||
Name: Peter N. Foss | ||||||
Title: Interim President and Chief Executive Officer | ||||||
Healthcare Trust of America Holdings, LP | ||||||
By: | Healthcare Trust of America, Inc., | |||||
its General Partner | ||||||
Date: March 15, 2022 | By: | /s/ Peter N. Foss | ||||
Name: Peter N. Foss | ||||||
Title: Interim President and Chief Executive Officer |
Exhibit 99.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(Robert A. Milligan)
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Amendment) is entered into and effective as of March 13, 2022 by and between HEALTHCARE TRUST OF AMERICA, INC., a Maryland corporation (the Company), and ROBERT A. MILLIGAN (the Executive).
RECITALS
WHEREAS, the Company employs Executive as its Chief Financial Officer, Treasurer, and Secretary under the terms of an Amended and Restated Employment Agreement dated July 8, 2016, as amended by two letter agreements dated July 14, 2017 and March 18, 2019 (collectively, the Employment Agreement); and
WHEREAS, the Company is contemplating a merger transaction with Healthcare Realty Trust Incorporated (Transaction), and the Company agrees that, if the Transaction is consummated, he will not be the Chief Financial Officer of resulting parent company upon the closing of the Transaction. As such Executive will have Good Reason to terminate his employment with the Company upon the closing of the Transaction;
WHEREAS, the parties desire to modify the Employment Agreement with this amendment;
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the Company and Executive agree to the following to amend the Employment Agreement as follows:
1. The Company and Executive agree that the foregoing recitals are correct and that the Transaction upon consummation will result in a material diminution in Executives authority, duties and responsibility as he will not be the Chief Financial Officer of the resulting parent company and that Executive shall have Good Reason to terminate his employment under the Employment Agreement upon the closing of the Transaction. With that closing, Executive shall be relieved of all obligations to provide the Company and its successor with written notice of the event and condition giving rise to Good Reason, and the Company and its successor shall have no right to cure such event or condition.
2. Section 5.1 of the Employment Agreement is generally amended to stipulate that Executives Base Salary is $600,000.
3. The first sentence of Sections 8.6(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
For purposes of this Agreement, Separation Benefits shall mean payment by the Company to the Executive of an amount equal to the sum of two (2) times the Executives Base Salary and two (2) times the Executives Target Bonus at the salary and bonus rate in effect on the date of signing by Executive of this Amendment.
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4. Section 8.6(b) of the Employment Agreement is amended to replace the phrase six (6) months with the phrase eighteen (18) months where it appears in Section 8.6(b).
5. The first sentence of Section 8.8 of the Employment Agreement is replaced by the following two sentences:
Following the earlier of (1) the termination of Executives employment for any reason other than death (whether such termination is by the Company or the Executive) or (2) the closing of the Transaction (even if Executive remains employed following the Transaction) (the Non-Compete Commencement Date), Executive shall be subject to the non-competition covenant following the Non-Compete Commencement Date as provided in Section 9.2. In exchange for covenant, the Company shall pay to the Executive, in consideration for such covenant, an amount equal to sixty percent (60%) of the sum of (i) the Executives Base Salary at the rate in effect on the date of signing by Executive of this Amendment and (ii) the annual incentive bonus paid by the Company to the Executive for the fiscal year immediately preceding the fiscal year in which the Non-Compete Commencement Date occurs (the Non-Compete Payment); provided, however, that in the case of a termination of the Executives employment that occurs on or after the Expiration Date, the Company shall be required to provide the Executive written notice not less than twelve (12) months before the Expiration Date that it will require the Executive to comply with such non-competition covenant (and, if the Company does not timely provide such notice to the Executive prior to such a termination of the Executives employment by the Company, the Executive will not be subject to the non-competition covenant in Section 9.2).
6. The next-to-the-last, or penultimate, sentence of Section 8.8 is deleted.
7. The last sentence of Section 8.8 of the Employment Agreement is deleted and replaced with the following sentence:
The covenant in Section 9.2 will apply for the entire Time Limit (as defined in Section 9.5 below) following the Non-Compete Commencement Date.
8. The first sentence of Section 9.5 is deleted in its entirety and replaced with the following:
The term Time Limit shall mean during the Executives employment with the Company and continuing for one (1) year after Non-Compete Commencement Date.
9. This Amendment shall become void ab initio in the event that the Company abandons the Transaction.
10. This Amendment represents the entire understanding among the parties with respect to the subject matter hereof, and this Amendment supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof. All modifications to the Employment Agreement, as amended hereby, must be in writing and signed by the party against whom enforcement of such modification is sought. Except as expressly amended by this Amendment, the Employment Agreement remains unaltered and in full force and effect. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 13 day of March 2022.
COMPANY: | ||
HEALTHCARE TRUST OF AMERICA, INC. | ||
By: | /s/ Peter N. Foss | |
Name: | Peter N. Foss | |
Title: | President and Chief Executive Officer | |
EXECUTIVE: | ||
/s/ Robert A. Milligan | ||
Robert A. Milligan |
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Exhibit 99.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(Amanda Houghton)
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Amendment) is entered into and effective as of March 11, 2022 by and between HEALTHCARE TRUST OF AMERICA, INC., a Maryland corporation (the Company), and AMANDA L. HOUGHTON (the Executive).
RECITALS
WHEREAS, the Company employs Executive as its Executive Vice President Asset Management under the terms of an Amended and Restated Employment Agreement dated July 8, 2016, as amended by two letter agreements dated July 14, 2017 and March 18, 2019 (collectively, the Employment Agreement); and
WHEREAS, the Company is contemplating a merger transaction with Healthcare Realty Trust Incorporated (Transaction);
WHEREAS, the parties desire to modify the Employment Agreement with this amendment;
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the Company and Executive agree to the following changes to the Employment Agreement:
1. Irrespective of whether the Transaction closes or is abandoned, the term of the Employment Agreement (as provided in Section 2 of the Employment Agreement) will be extended so that the Expiration Date (as defined in the Employment Agreement) will be March 13, 2023 (such term being subject to earlier termination as provided in Section 7 of the Employment Agreement).
2. Upon the closing of the Transaction, the amendment set forth in Exhibit A hereto shall apply and be executed by the Company and the Executive.
3. This Amendment represents the entire understanding among the parties with respect to the subject matter hereof, and this Amendment supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof. All modifications to the Employment Agreement, as amended hereby, must be in writing and signed by the party against whom enforcement of such modification is sought. Except as expressly amended by this Amendment, the Employment Agreement remains unaltered and in full force and effect. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 11th day of March 2022.
COMPANY: | ||
HEALTHCARE TRUST OF AMERICA, INC. | ||
By: | /s/ Peter N. Foss | |
Name: | Peter N. Foss | |
Title: | President and Chief Executive Officer | |
EXECUTIVE: | ||
/s/ Amanda L. Houghton | ||
Amanda L. Houghton |
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EXHIBIT A
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(Amanda L. Houghton)
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Amendment) is entered into and effective as of ______________ 2022 (the Effective Date) by and between HEALTHCARE TRUST OF AMERICA, INC., a Maryland corporation (the Company), and AMANDA L. HOUGHTON (the Executive).
RECITALS
WHEREAS, the Company employs Executive as its Executive Vice President Asset Management under the terms of an Amended and Restated Employment Agreement dated July 8, 2016, as amended by two letter agreements dated July 14, 2017 and March 18, 2019 (collectively, the Employment Agreement); and
WHEREAS, the parties desire to modify the Employment Agreement with this amendment;
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the Company and Executive agree to the following to amend the Employment Agreement as of the Effective Date as follows:
1. Section 5.1 of the Employment Agreement is generally amended to stipulate that Executives Base Salary is $450,000.
2. Section 5 of the Employment Agreement is modified by the addition of the following Section 5.8:
5.8 Corporate Transaction Bonus. On or before the date which is 15 days following the Transaction, the Company shall pay Executive the amount of $2,250,000 (the Corporate Transaction Bonus), which amount is equal to the sum of (a) two times Executives Base Salary of $450,000 per annum, (b) two times Executives Target Bonus of $450,000, and (c) an additional cash amount of $450,000. Payment of the Corporate Transaction Bonus shall satisfy and discharge any and all obligations of the Company to pay Separation Benefits pursuant to Section 8.6(a).
3. Section 8.5 of the Employment Agreement shall be deleted in its entirety and the following substituted in its place:
8.5 General Release. The Executive shall execute a customary general release in a form satisfactory to the Company (the Release) as a condition to the receipt of any Separation Benefits, Corporate Transaction Bonus or the Obligatory Non-Compete Payment provided for in Section 8.10. Nothing in this Section 8 shall be deemed to operate or shall operate as a release, settlement or discharge of any liability of the Executive to the Company or others for any action or omission by the Executive, including, without limitation, any actions which formed, or could have formed, the basis for termination of the Executives employment for Cause.
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4. Section 8.8 of the Employment Agreement is generally amended to stipulate that the amount of the Non-Compete Payment is $540,000.
5. Section 8 of the Employment Agreement is modified by the addition of the following Section 8.10:
8.10 Obligatory Non-Compete Payment. If (1) the Transaction occurs during the Employment Period, and (2) Executives employment is terminated pursuant to Section 8.4, the Company shall pay Executive the Non-Compete Payment on the terms set forth in Section 8.8 (the Obligatory Non-Compete Payment) and Executive shall be subject to the non-competition covenant in Section 9.2 following the Date of Termination without any further requirement of election or notice. During the period Executive is receiving monthly installments of the Obligatory Non-Compete Payment, Executive agrees to provide consulting services to the Company upon request during normal business hours and shall be reimbursed for reasonable out-of-pocket expenses incurred in provided such consulting services.
7. In the event of a Transaction, Executive agrees that she may not terminate her employment for Good Reason prior to the date which is 90 days following a Transaction (the Transition Period), except in the event of a material breach by Company of the Employment Agreement. Executive further agrees that (a) Executives ineligibility for equity incentive grants during the Transition Period shall not constitute a breach of the Employment Agreement by Company, and (b) travel obligations to the Companys corporate office or any of its regional offices for the purposes of performing services, not exceeding 10 days in any 30 day period, shall not constitute a breach by Company of the Employment Agreement. During the Transition Period, it is understood that Employee will be allowed a remote work environment during non-travel days. In addition, Company understands Employee has pre-scheduled vacation from July 1 15, 2022.
8. This Amendment represents the entire understanding among the parties with respect to the subject matter hereof, and, as of the Effective Date, this Amendment supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof. All modifications to the Employment Agreement, as amended hereby, must be in writing and signed by the party against whom enforcement of such modification is sought. Except as expressly amended by this Amendment, the Employment Agreement remains unaltered and in full force and effect. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same agreement.
[Execution Page Follows]
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