Healthcare Trust of America, Inc.
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Healthcare Trust of America Holdings, LP
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Maryland
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6798
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20-4738467
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Delaware
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6798
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20-4738347
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Healthcare Trust of America, Inc.:
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Large-accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Healthcare Trust of America Holdings, LP:
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Large-accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Title of each class of securities to be registered
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Amount to be registered
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Proposed maximum offering price unit (1)
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Proposed maximum aggregate offering price
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Amount of registration fee
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|||||||
3.70% Senior Notes due 2023
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$
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300,000,000
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100
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%
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$
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300,000,000
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$
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40,920
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Guarantees of 3.70% Senior Notes due 2023
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(2
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)
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(2
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)
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(2
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)
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(2
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)
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(1)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f).
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(2)
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No separate consideration will be received with respect to these guarantees and, therefore, no registration fee is attributed to them.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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•
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The Exchange Offer expires at 5:00 p.m., New York City time, on , 2013, unless extended.
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We will exchange all outstanding Notes that are validly tendered and not validly withdrawn for an equal principal amount of a new series of Notes which are registered under the Securities Act of 1933, as amended.
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The Exchange Offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.
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You may withdraw tenders of outstanding Notes at any time before the Exchange Offer expires.
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We believe that the exchange of Notes will not be a taxable event for U.S. federal income tax purposes.
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We will not receive any proceeds from the Exchange Offer.
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The terms of the new series of Notes are substantially identical to the outstanding Notes, except for transfer restrictions and registration rights relating to the outstanding Notes.
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The outstanding Notes are, and the new series of Notes will be, fully and unconditionally guaranteed by Healthcare Trust of America, Inc., a Maryland corporation, our sole general partner, which has no material assets other than its investment in us.
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You may tender outstanding Notes only in denominations of $1,000 and integral multiples thereof.
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Our affiliates may not participate in the Exchange Offer.
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No public market exists for the outstanding Notes. We do not intend to list the Exchange Notes on any securities exchange and, therefore, no active public market is anticipated for the Exchange Notes.
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Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for outstanding Notes where such outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.
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Page
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Issuer
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Healthcare Trust of America Holdings, LP.
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Guarantor
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Healthcare Trust of America, Inc.
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Securities Offered
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$300,000,000 aggregate principal amount of 3.70% Senior Notes due 2023.
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Ranking of Notes
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The Notes will be our general unsecured and unsubordinated obligations and will:
rank equally in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness and senior in right of payment to any of our subordinated indebtedness;
be effectively subordinated in right of payment to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and
be structurally subordinated in right of payment to all existing and future liabilities and other indebtedness, whether secured or unsecured, of our subsidiaries.
As of June 30, 2013, we had approximately $361.6 million of secured indebtedness (including approximately $2.3 million in net premium associated with our secured mortgage debt) and $752.6 million of unsecured and unsubordinated indebtedness, inclusive of the Private Notes (including $2.4 million of net discount associated with the Private Notes) outstanding on a consolidated basis. Of such indebtedness, all of the secured indebtedness and none of the unsecured and unsubordinated indebtedness was attributable to our subsidiaries.
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Guarantee
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The Notes will be fully and unconditionally guaranteed by Healthcare Trust of America, Inc. The guarantee will be an unsecured and unsubordinated obligation of Healthcare Trust of America, Inc. and will rank equally in right of payment with other unsecured and unsubordinated obligations of Healthcare Trust of America, Inc. Healthcare Trust of America, Inc. has no material assets other than its investment in us.
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Interest
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The Notes will bear interest at a rate of 3.70% per year. Interest will be payable semi-annually in arrears on April 15 and October 15 of each year.
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Maturity
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The Notes will mature on April 15, 2023, unless previously redeemed by us at our option prior to such date.
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Our Redemption Rights
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We may redeem the Notes at our option and in our sole discretion, at any time in whole or from time to time in part, at the applicable redemption price specified in this prospectus. If the Notes are redeemed on or after January 15, 2023 (90 days prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to the applicable redemption date. See “Description of Notes
-
Our Redemption Rights” in this prospectus.
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Sinking Fund
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None.
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Certain Covenants
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The indenture governing the Notes contains certain covenants that, among other things, limit our, the guarantor's and our subsidiaries' ability to:
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consummate a merger, consolidation or sale of all or substantially all of our assets; and
incur secured and unsecured indebtedness.
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These covenants are subject to a number of important exceptions and qualifications. See “Description of Notes” in this prospectus.
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Trading
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The Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system.
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Book-Entry Form
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The Notes will be issued in the form of one or more fully-registered global Notes in book-entry form, which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, in New York, New York. Beneficial interests in the global certificate representing the Notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants and such interests may not be exchanged for certificated Notes, except in limited circumstances.
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Additional Notes
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We may, without the consent of holders of the Notes, increase the principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions, except for any difference in the issue date, issue price and interest accrued prior to the issue date of the additional Notes, and with the same CUSIP number as the Notes offered hereby so long as such additional Notes are fungible for U.S. federal income tax purposes with the Notes offered hereby.
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Risk Factors
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You should consider the risks that we have described in “Risk Factors” beginning on page 7 of this prospectus, as well as those described in Healthcare Trust of America, Inc.'s most recent Annual Report on Form 10-K, as updated by its and our subsequent filings under the Exchange Act, to read about factors that you should consider before investing in the Notes.
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Six Months Ended June 30,
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Year Ended December 31,
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(In thousands, except per unit amounts)
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2013
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2012
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2012
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2011
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2010
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Revenues:
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Rental income
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$
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152,432
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$
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143,757
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$
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293,076
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$
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267,385
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$
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193,080
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Interest income from real estate notes receivable and other income
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1,239
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2,616
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4,304
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4,792
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7,585
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Total revenues
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153,671
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146,373
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297,380
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272,177
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200,665
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Expenses:
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Rental
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46,461
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47,294
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95,046
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88,483
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65,307
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General and administrative
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12,665
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10,915
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21,741
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20,879
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16,008
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Non-traded REIT
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—
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3,847
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4,340
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7,816
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2,745
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Acquisition-related
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1,683
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5,292
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8,843
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2,130
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11,317
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Depreciation and amortization
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57,973
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57,863
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115,497
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106,551
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77,499
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Listing
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4,405
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12,544
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22,573
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—
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—
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Redemption, termination, and release payment to former advisor
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—
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—
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—
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—
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7,285
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Total expenses
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123,187
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137,755
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268,040
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225,859
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180,161
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Income before other income (expense)
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30,484
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8,618
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29,340
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46,318
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20,504
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Other income (expense):
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Interest expense:
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Interest related to debt
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(23,397
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)
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(20,476
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)
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(39,868
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)
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(39,040
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)
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(25,915
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)
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Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
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8,167
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(6,234
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)
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(12,611
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)
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(2,279
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)
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(2,816
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)
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Debt extinguishment costs
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—
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(1,886
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)
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(1,886
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)
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—
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—
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Other income
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18
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91
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89
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174
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119
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Income (loss) from continuing operations
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15,272
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(19,887
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)
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(24,936
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)
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5,173
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(8,108
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)
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Income from discontinued operations
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345
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267
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568
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420
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189
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Net income (loss)
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$
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15,617
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$
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(19,620
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)
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$
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(24,368
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)
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$
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5,593
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$
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(7,919
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)
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Net (income) loss attributable to noncontrolling interests
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(30
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)
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(8
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)
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(40
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)
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(30
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)
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25
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Net income (loss) attributable to controlling interest
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$
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15,587
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$
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(19,628
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)
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$
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(24,408
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)
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$
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5,563
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|
|
$
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(7,894
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)
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Earnings (losses) per unit attributable to controlling interest - basic
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|
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Continuing operations
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$
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0.07
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|
|
$
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(0.09
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)
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$
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(0.11
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)
|
|
$
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0.02
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|
|
$
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(0.05
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)
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Discontinued operations
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0.00
|
|
|
0.00
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|
|
0.00
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|
|
0.00
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|
|
0.00
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Net income (loss)
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$
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0.07
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|
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$
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(0.09
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)
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|
$
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(0.11
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)
|
|
$
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0.02
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|
|
$
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(0.05
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)
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Earnings (losses) per unit attributable to controlling interest - diluted
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||||||||||
Continuing operations
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$
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0.07
|
|
|
$
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(0.09
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)
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|
$
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(0.11
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)
|
|
$
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0.02
|
|
|
$
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(0.05
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)
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Discontinued operations
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0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
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Net income (loss)
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$
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0.07
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|
|
$
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(0.09
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)
|
|
$
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(0.11
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)
|
|
$
|
0.02
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|
|
$
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(0.05
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)
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Weighted average number of units outstanding:
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Basic
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224,436
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230,029
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224,681
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224,056
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165,715
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Diluted
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224,436
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230,029
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224,681
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224,056
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165,715
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•
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defaults by tenants of our properties due to bankruptcy, lack of liquidity or operational failures;
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•
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rent concessions or reduced rental rates to maintain or increase occupancy levels;
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reduced values of our properties, thereby limiting our ability to dispose of assets at attractive prices or obtain debt financing secured by our properties as well as reducing the availability of unsecured loans;
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the value and liquidity of our short-term investments and cash deposits being reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investment or other factors;
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one or more lenders under our credit facilities refusing to fund their financing commitment to us, which such case we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all;
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a recession or rise in interest rates, which could make it more difficult for us to lease real properties or dispose of them or make alternative interest-bearing and other investments more attractive, thereby lowering the relative value of our existing real estate investments;
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one or more counterparties to our interest rate swaps defaulting on their obligations to us, thereby increasing the risk that we may not realize the benefits of these instruments;
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increases in supply of competing properties or decreases in demand for our properties, which may impact our ability to maintain or increase occupancy levels and rents or to dispose of investments;
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constricted access to credit, which may result in tenant defaults or non-renewals under leases; and
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increased insurance premiums, real estate taxes or energy or other expenses, which may reduce funds available for distribution or, to the extent such increases are passed through to tenants, may lead to tenant defaults or make it difficult to increase rents to tenants on turnover, which may limit our ability to increase our returns.
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we may acquire properties that are not initially accretive to our results upon acquisition, and we may not successfully manage and lease those properties to meet our expectations;
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we may be unable to finance the acquisition on favorable terms in the time period we desire, or at all;
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even if we are able to finance the acquisition, our cash flow may be insufficient to meet our required principal and interest payments;
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we may spend more than budgeted to make necessary improvements or renovations to acquired properties;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisition of portfolios of properties, into our existing operations, and as a result our results of operations and financial condition could be adversely affected;
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market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and
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we may acquire properties subject to liabilities, including contingent liabilities, and without any recourse, or with only limited recourse, with respect to unknown liabilities for clean-up of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties, liabilities, claims, and litigation, including indemnification obligations, whether or not incurred in the ordinary course of business, relating to periods prior to or following our acquisition, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties, and liabilities for taxes relating to periods prior to our acquisition.
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•
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the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral or recommendation for the ordering of any item or service reimbursed by Medicare or Medicaid;
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•
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the Federal Physician Self-Referral Prohibition, which, subject to specific exceptions, restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship;
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the False Claims Act, which prohibits any person from knowingly presenting or causing to be presented false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs; and
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•
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the Civil Monetary Penalties Law, which authorizes the United States Department of Health and Human Services to impose monetary penalties for certain fraudulent acts; and
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•
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the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, which protects the privacy and security of personal health information.
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•
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Changes in reimbursement policies.
Our skilled nursing operators' revenues are primarily derived from governmentally-funded reimbursement programs, such as Medicare and Medicaid. Accordingly, our facility operators are subject to the potential negative effects of decreased reimbursement rates offered through such programs.
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Impact of general economic conditions.
Our operators' revenue may also be adversely affected as a result of falling occupancy rates or slow lease-ups for assisted and independent living facilities due to the recent turmoil in the capital debt and real estate markets. The economic deterioration of an operator could cause such operator to file for bankruptcy protection. The bankruptcy or insolvency of an operator may adversely affect the income produced by the property or properties it operates.
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•
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Compliance costs.
Our operators’ performance and economic condition may be negatively affected if they fail to comply with various complex federal and state laws that govern a wide array of referrals, relationships, reimbursement and licensure requirements in the senior healthcare industry. The violation of any of these laws or regulations by a senior healthcare facility operator may result in the imposition of fines or other penalties that could jeopardize that operator's ability to make payment obligations to us or to continue operating its facility. Compliance with the requirements in the healthcare reform law could increase costs as well. Increased costs could limit our healthcare operator's ability to meet their obligations to us, potentially decreasing our revenue and increasing our collection and litigation costs.
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•
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Legal actions.
Moreover, advocacy groups that monitor the quality of care at healthcare facilities have sued healthcare facility operators and called upon state and federal legislators to enhance their oversight of trends in healthcare facility ownership and quality of care. In response, the recently enacted healthcare reform law imposes additional reporting requirements and responsibilities for healthcare facility operators. Patients have also sued healthcare facility operators and have, in certain cases, succeeded in winning very large damage awards for alleged abuses. This litigation and potential litigation in the future has materially increased the costs incurred by our operators for monitoring and reporting quality of care compliance.
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•
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Insurance.
In addition, the cost of medical malpractice and liability insurance has increased and may continue to increase so long as the present litigation environment affecting the operations of healthcare facilities continues. To the extent we are required to remove or replace a healthcare operator, our revenue from the affected property could be reduced or eliminated for an extended period of time.
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•
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New or future legislative proposals.
In addition, legislative proposals are commonly being introduced or proposed in federal and state legislatures that could affect major changes in the senior healthcare sector, either nationally or at the state level. It is impossible to say with any certainty whether this proposed legislation will be adopted or, if adopted, what effect such legislation would have on our facility operators and our senior healthcare operations.
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•
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Increased operating expenses.
In addition, our facility operators may incur additional demands on their existing financial resources as a result of increases in senior healthcare operator liability, insurance premiums and other operational expenses. Our financial position could be weakened and our ability to make distributions could be limited if any of our senior healthcare facility operators were unable to meet their financial obligations to us.
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•
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a venture partner may at any time have economic or other business interests or goals which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in a joint venture or the timing of the termination and liquidation of the venture;
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•
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a venture partner might become bankrupt and such proceedings could have an adverse impact on the operation of the partnership or joint venture;
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•
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actions taken by a venture partner might have the result of subjecting the property to liabilities in excess of those contemplated; and
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•
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a venture partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT.
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•
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the indenture;
|
•
|
the legend on the Private Notes; and
|
•
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the offering memorandum relating to the Private Notes.
|
•
|
limiting our ability to satisfy our financial obligations, including those relating to the Notes;
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•
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limiting our ability to obtain additional financing to fund our working capital needs, acquisitions;
|
•
|
capital expenditures or other debt service requirements or for other purposes;
|
•
|
limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service debt;
|
•
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limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
|
•
|
restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;
|
•
|
restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our and our subsidiaries’ existing and future indebtedness;
|
•
|
exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition and operating results;
|
•
|
increasing our vulnerability to a downturn in general economic conditions; and
|
•
|
limiting our ability to react to changing market conditions in our industry and in our tenants’ and borrowers’ industries.
|
•
|
incur additional debt;
|
•
|
pay dividends on or make distributions in respect of
HTA
’s capital stock or make other restricted payments;
|
•
|
make certain payments on debt that is subordinated to the Notes;
|
•
|
make certain investments;
|
•
|
sell or transfer assets;
|
•
|
create liens on certain assets;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
|
•
|
enter into certain transactions with our affiliates.
|
•
|
consummate a merger, consolidation or sale of all or substantially all of our assets; and
|
•
|
incur additional secured and unsecured indebtedness.
|
•
|
our financial condition and market conditions at the time; and
|
•
|
restrictions in the agreements governing our indebtedness.
|
•
|
received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and
|
•
|
either:
|
•
|
was insolvent or rendered insolvent by reason of the incurrence of the guarantee;
|
•
|
was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital;
|
•
|
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature; or
|
•
|
intended to hinder, delay or defraud creditors.
|
•
|
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
|
•
|
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they became absolute and mature; or
|
•
|
it could not pay its debts as they become due.
|
•
|
our ability to effectively deploy proceeds of offerings of securities;
|
•
|
changes in economic conditions affecting the healthcare property sector, the commercial real estate market and the credit market;
|
•
|
competition for acquisition of medical office buildings and other facilities that serve the healthcare industry;
|
•
|
economic fluctuations in certain states in which our property investments are geographically concentrated;
|
•
|
retention of our senior management team;
|
•
|
financial stability and solvency of our tenants;
|
•
|
supply and demand for operating properties in the market areas in which we operate;
|
•
|
our ability to acquire real properties, and to successfully operate those properties once acquired;
|
•
|
changes in property taxes;
|
•
|
legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry;
|
•
|
fluctuations in reimbursements from third party payors such as Medicare and Medicaid;
|
•
|
delays in liquidating defaulted mortgage loan investments;
|
•
|
changes in interest rates;
|
•
|
the availability of capital and financing;
|
•
|
restrictive covenants in our existing credit facilities;
|
•
|
changes in our credit rating;
|
•
|
changes in accounting principles generally accepted in the United States of America, policies and guidelines applicable to REITs;
|
•
|
HTA
’s ability to remain qualified as a REIT; and
|
•
|
the factors included in this prospectus and any documents we incorporate by reference herein, including those set forth in
HTA
’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2012
under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
(1)
|
use commercially reasonable efforts to file an Exchange Offer registration statement with the SEC on or prior to September 24, 2013;
|
(2)
|
use commercially reasonable efforts to cause the Exchange Offer registration statement to become effective on or prior to November 23, 2013;
|
(3)
|
use commercially reasonable efforts to cause the Exchange Offer to be completed within 30 business days after the Exchange Offer registration statement is declared effective; and
|
(4)
|
in some circumstances, file a shelf registration statement providing for the sale of the Private Notes by the holders thereof.
|
•
|
we will register the Exchange Notes under the Securities Act and, therefore, the Exchange Notes will not bear legends restricting their transfer; and
|
•
|
holders of the Exchange Notes will not be entitled to any of the rights of holders of Private Notes under the registration rights agreement, which rights will terminate upon the completion of the Exchange Offer.
|
•
|
to delay accepting any Private Notes due to an extension of the Exchange Offer; or
|
•
|
if any conditions listed below under “-Conditions” are not satisfied, to terminate the Exchange Offer,
|
•
|
a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal; or
|
•
|
if the Private Notes are tendered in accordance with the book-entry procedures listed below, an agent’s message.
|
•
|
deliver certificates, if any, for the Private Notes to the Exchange Agent at or before the Expiration Date; or
|
•
|
deliver a timely confirmation of book-entry transfer of the Private Notes into the Exchange Agent’s account at DTC, the book-entry transfer facility, along with the letter of transmittal or an agent’s message; or
|
•
|
comply with the guaranteed delivery procedures described below.
|
•
|
by a registered holder of the Private Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
|
•
|
for the account of an “eligible institution.”
|
•
|
be transmitted to and received by the Exchange Agent at the address listed under “-Exchange Agent” at or prior to the Expiration Date; or
|
•
|
comply with the guaranteed delivery procedures described below.
|
•
|
the tender is made through an eligible institution;
|
•
|
prior to the Expiration Date, the Exchange Agent received from an eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery:
|
1.
|
stating the name and address of the holder of Private Notes and the amount of Private Notes tendered;
|
2.
|
stating that the tender is being made; and
|
3.
|
guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, the certificates for all physically tendered Private Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or an agent’s message, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and
|
•
|
the certificates for all physically tendered Private Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and a properly completed and duly executed letter of transmittal, or any agent’s message, and all other documents required by the letter of transmittal, are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.
|
•
|
certificates for the Private Notes, or a timely book-entry confirmation of the Private Notes, into the Exchange Agent’s account at the book-entry transfer facility;
|
•
|
a properly completed and duly executed letter of transmittal or an agent’s message; and
|
•
|
all other required documents.
|
•
|
specify the name of the person, referred to as the depositor, having tendered the Private Notes to be withdrawn;
|
•
|
identify the Private Notes to be withdrawn, including the certificate number or numbers and principal amount of the Private Notes;
|
•
|
contain a statement that the holder is withdrawing its election to have the Private Notes exchanged;
|
•
|
be signed by the holder in the same manner as the original signature on the letter of transmittal by which the Private Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the Private Notes register the transfer of the Private Notes in the name of the person withdrawing the tender; and
|
•
|
specify the name in which the Private Notes are registered, if different from that of the depositor.
|
•
|
refuse to accept any Private Notes and return all tendered Private Notes to you;
|
•
|
extend the Exchange Offer and retain all Private Notes tendered before the Exchange Offer expires, subject, however, to your rights to withdraw the Private Notes; or
|
•
|
waive the unsatisfied conditions with respect to the Exchange Offer and accept all properly tendered Private Notes that have not been withdrawn.
|
•
|
to indemnify you and parties related to you against liabilities, including liabilities under the Securities Act; and
|
•
|
to provide, upon your request, the information required by Rule 144A(d)(4) under the Securities Act to permit resales of the Notes pursuant to Rule 144A.
|
(1)
|
HTALP
and
HTA
determine that an Exchange Offer is not available or may not be completed because it would violate any applicable law or applicable interpretations of the SEC;
|
(2)
|
an Exchange Offer is not for any other reason completed on or prior to January 22, 2014; or
|
(3)
|
we receive a request from any initial purchaser of the Private Notes that represents that it holds Private Notes that are or were ineligible to be exchanged for the Exchange Notes in the Exchange Offer,
|
(1)
|
we fail to file any of the registration statements required by the registration rights agreement on or prior to the date specified for such filing;
|
(2)
|
any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness;
|
(3)
|
we fail to complete the Exchange Offer on or prior to January 22, 2014;
|
(4)
|
the shelf registration statement or the Exchange Offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the registrable securities during the periods specified in the registration rights agreement; or
|
(5)
|
we through our omission fail to name as a selling security holder any holder of registrable securities that has complied timely with its obligations hereunder in a manner to entitle such holder to be named in the shelf registration statement that we are required to file (each such event referred to in clauses (1) through (5) above, a registration default),
|
By First Class Mail
|
|
|
(Registered or Certified Mail Recommended):
|
|
By Courier or Overnight Delivery
|
U.S. Bank National Association
|
|
U.S. Bank National Association
|
Global Corporate Trust Services
|
|
Attn: Specialized Finance
|
60 Livingston Ave., EP-MN-WS2N
|
|
111 Filmore Avenue
|
St. Paul, MN 55107-2292
|
|
St. Paul, MN 55107-1402
|
Attention: Specialized Finance
|
|
|
By Facsimile Transmission
|
(for eligible institutions only):
|
(651) 466-7372
|
Attention: Specialized Finance
|
Fax cover sheet should provide a call back number and
|
request a call back, upon receipt
|
Confirm receipt by calling:
|
(651) 466-7150
|
•
|
to us, or one of our subsidiaries;
|
•
|
for so long as the Private Notes are eligible for resale pursuant to Rule 144A under the Securities Act, to a person whom the seller reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A and otherwise in a transaction meeting the requirements of Rule 144A;
|
•
|
pursuant to a registration statement that has been declared effective under the Securities Act;
|
•
|
pursuant to offers and sales that occur outside the United States to non-U.S. persons within the meaning of Regulation S under the Securities Act; or
|
•
|
pursuant to another available exemption from the registration requirements of the Securities Act, subject to our and the trustee’s right prior to any such offer, sale or transfer to require the delivery of an opinion of counsel and/or other information satisfactory to each of us or the trustee.
|
|
Six Months Ended June 30, 2013
|
|
Year Ended December 31,
|
||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
Ratio of earnings to fixed charges (unaudited) (1)
|
1.58
|
|
(2)
|
|
1.12
|
|
(2)
|
|
(2)
|
|
(2)
|
(2)
|
The ratio of earnings to fixed charges was less than one-to-one for the years ended December 31, 2012, 2010, 2009 and 2008. The total fixed charges for those years were
$46.2 million
,
$35.5 million
,
$27.9 million
and
$20.1 million
, respectively, and the total earnings (losses) were
$21.3 million
,
$27.4 million
,
$3.0 million
and
$(7.7) million
, respectively. The deficiency amounts or the amounts of fixed charges in excess of earnings for those years were
$24.9 million
,
$8.1 million
,
$24.9 million
and
$27.8 million
, respectively.
|
|
Six Months Ended June 30, 2013
|
|
Year Ended December 31,
|
||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
Ratio of earnings to fixed charges (unaudited) (1)
|
1.57
|
|
(2)
|
|
1.12
|
|
(2)
|
|
(2)
|
|
(2)
|
(2)
|
The ratio of earnings to fixed charges was less than one-to-one for the years ended December 31, 2012, 2010, 2009 and 2008. The total fixed charges for those years were
$46.2 million
,
$35.5 million
,
$27.9 million
and
$20.1 million
, respectively, and the total earnings (losses) were
$21.2 million
,
$27.4 million
,
$3.0 million
and
$(7.7) million
, respectively. The deficiency amounts or the amounts of fixed charges in excess of earnings for those years were
$25.0 million
,
$8.1 million
,
$24.9 million
and
$27.8 million
, respectively.
|
|
|
|
As of December 31,
|
||||||||||||||||||||
(In thousands)
|
June 30, 2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate assets, net
|
$
|
2,275,029
|
|
|
$
|
2,231,530
|
|
|
$
|
2,038,339
|
|
|
$
|
2,057,814
|
|
|
$
|
1,319,976
|
|
|
$
|
931,063
|
|
Total assets
|
2,574,753
|
|
|
2,414,090
|
|
|
2,291,629
|
|
|
2,271,795
|
|
|
1,673,535
|
|
|
1,113,923
|
|
||||||
Debt, net
|
1,114,204
|
|
|
1,037,359
|
|
|
639,149
|
|
|
706,526
|
|
|
540,028
|
|
|
460,762
|
|
||||||
Total partners’ capital
|
1,345,190
|
|
|
1,266,199
|
|
|
1,568,927
|
|
|
1,488,811
|
|
|
1,071,513
|
|
|
599,516
|
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(In thousands, except per unit data)
|
2013
|
|
2012
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
$
|
153,671
|
|
|
$
|
146,373
|
|
|
$
|
297,380
|
|
|
$
|
272,177
|
|
|
$
|
200,665
|
|
|
$
|
127,053
|
|
|
$
|
79,009
|
|
Rental expenses
|
46,461
|
|
|
47,294
|
|
|
95,046
|
|
|
88,483
|
|
|
65,307
|
|
|
44,616
|
|
|
27,974
|
|
|||||||
Income (loss) from continuing operations attributable to controlling interest
|
15,242
|
|
|
(19,895
|
)
|
|
(24,976
|
)
|
|
5,143
|
|
|
(8,083
|
)
|
|
(24,918
|
)
|
|
(27,821
|
)
|
|||||||
Net income (loss) attributable to controlling interest
|
15,587
|
|
|
(19,628
|
)
|
|
(24,408
|
)
|
|
5,563
|
|
|
(7,894
|
)
|
|
(25,077
|
)
|
|
(28,448
|
)
|
|||||||
Income (loss) from continuing operations attributable to controlling interest per unit - basic
|
0.07
|
|
|
(0.09
|
)
|
|
(0.11
|
)
|
|
0.02
|
|
|
(0.05
|
)
|
|
(0.22
|
)
|
|
(0.65
|
)
|
|||||||
Income (loss) from continuing operations attributable to controlling interest per unit - diluted
|
0.07
|
|
|
(0.09
|
)
|
|
(0.11
|
)
|
|
0.02
|
|
|
(0.05
|
)
|
|
(0.22
|
)
|
|
(0.65
|
)
|
|||||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows provided by operating activities
|
$
|
71,818
|
|
|
$
|
47,861
|
|
|
$
|
116,785
|
|
|
$
|
111,807
|
|
|
$
|
58,503
|
|
|
$
|
21,628
|
|
|
$
|
20,677
|
|
Cash flows used in investing activities
|
(100,894
|
)
|
|
(225,190
|
)
|
|
(283,545
|
)
|
|
(65,958
|
)
|
|
(626,849
|
)
|
|
(455,105
|
)
|
|
(526,475
|
)
|
|||||||
Cash flows provided by (used in) financing activities
|
133,991
|
|
|
131,815
|
|
|
113,225
|
|
|
(5,628
|
)
|
|
378,615
|
|
|
524,147
|
|
|
628,662
|
|
|||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Distributions to general partner declared
|
$
|
64,735
|
|
|
$
|
80,272
|
|
|
$
|
141,944
|
|
|
$
|
162,483
|
|
|
$
|
120,451
|
|
|
$
|
82,221
|
|
|
$
|
31,180
|
|
Distributions declared per unit
|
0.29
|
|
|
0.35
|
|
|
0.64
|
|
|
0.73
|
|
|
0.73
|
|
|
0.73
|
|
|
0.73
|
|
|||||||
Distributions paid in cash to general partner
|
63,098
|
|
|
51,237
|
|
|
93,273
|
|
|
84,800
|
|
|
60,176
|
|
|
39,500
|
|
|
14,943
|
|
|||||||
Distributions reinvested
|
—
|
|
|
31,916
|
|
|
31,916
|
|
|
75,864
|
|
|
56,551
|
|
|
38,559
|
|
|
13,099
|
|
|||||||
Funds from operations (1)
|
73,731
|
|
|
38,693
|
|
|
92,010
|
|
|
113,105
|
|
|
70,667
|
|
|
28,518
|
|
|
8,950
|
|
|||||||
Normalized funds from operations (1)
|
69,849
|
|
|
65,614
|
|
|
135,262
|
|
|
116,378
|
|
|
84,416
|
|
|
42,412
|
|
|
21,553
|
|
|||||||
Net operating income (2)
|
107,887
|
|
|
100,059
|
|
|
204,337
|
|
|
185,678
|
|
|
137,419
|
|
|
84,462
|
|
|
52,244
|
|
(1)
|
For additional information on funds from operations and normalized funds from operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Funds from Operations and Normalized Funds from Operations,” which includes a reconciliation to net income or loss attributable to controlling interest for the six months ended June 30, 2013 and 2012, and for the years ended December 31, 2012, 2011 and 2010. In addition, an explanation is provided on why we are presenting these non-GAAP financial measures.
|
(2)
|
For additional information on net operating income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Operating Income,” which includes a reconciliation to net income or loss for the six months ended June 30, 2013 and 2012, and for the years ended December 31, 2012, 2011 and 2010. In addition, an explanation is provided on why we are presenting this non-GAAP financial measure.
|
(Unaudited)
|
|
|
As of December 31,
|
||||||||||||||||||||
(In thousands)
|
June 30, 2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate assets, net
|
$
|
2,275,029
|
|
|
$
|
2,231,530
|
|
|
$
|
2,038,339
|
|
|
$
|
2,057,814
|
|
|
$
|
1,319,976
|
|
|
$
|
931,063
|
|
Total assets
|
2,574,753
|
|
|
2,414,090
|
|
|
2,291,629
|
|
|
2,271,795
|
|
|
1,673,535
|
|
|
1,113,923
|
|
||||||
Debt, net
|
1,114,204
|
|
|
1,037,359
|
|
|
639,149
|
|
|
706,526
|
|
|
540,028
|
|
|
460,762
|
|
||||||
Total equity
|
1,343,611
|
|
|
1,264,595
|
|
|
1,567,340
|
|
|
1,487,246
|
|
|
1,071,317
|
|
|
599,320
|
|
(Unaudited)
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||||||||||
(In thousands, except per share data)
|
2013
|
|
2012
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
$
|
153,671
|
|
|
$
|
146,373
|
|
|
$
|
297,380
|
|
|
$
|
272,177
|
|
|
$
|
200,665
|
|
|
$
|
127,053
|
|
|
$
|
79,009
|
|
Rental expenses
|
46,461
|
|
|
47,294
|
|
|
95,046
|
|
|
88,483
|
|
|
65,307
|
|
|
44,616
|
|
|
27,974
|
|
|||||||
Income (loss) from continuing operations attributable to controlling interest
|
15,031
|
|
|
(19,903
|
)
|
|
(24,992
|
)
|
|
5,121
|
|
|
(8,092
|
)
|
|
(24,918
|
)
|
|
(27,821
|
)
|
|||||||
Net income (loss) attributable to controlling interest (1)
|
15,376
|
|
|
(19,636
|
)
|
|
(24,424
|
)
|
|
5,541
|
|
|
(7,903
|
)
|
|
(25,077
|
)
|
|
(28,448
|
)
|
|||||||
Income (loss) from continuing operations attributable to controlling interest per share - basic
|
0.07
|
|
|
(0.09
|
)
|
|
(0.11
|
)
|
|
0.02
|
|
|
(0.05
|
)
|
|
(0.22
|
)
|
|
(0.65
|
)
|
|||||||
Income (loss) from continuing operations attributable to controlling interest per share - diluted
|
0.07
|
|
|
(0.09
|
)
|
|
(0.11
|
)
|
|
0.02
|
|
|
(0.05
|
)
|
|
(0.22
|
)
|
|
(0.65
|
)
|
|||||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash flows provided by operating activities
|
$
|
71,818
|
|
|
$
|
47,861
|
|
|
$
|
116,785
|
|
|
$
|
111,807
|
|
|
$
|
58,503
|
|
|
$
|
21,628
|
|
|
$
|
20,677
|
|
Cash flows used in investing activities
|
(100,894
|
)
|
|
(225,190
|
)
|
|
(283,545
|
)
|
|
(65,958
|
)
|
|
(626,849
|
)
|
|
(455,105
|
)
|
|
(526,475
|
)
|
|||||||
Cash flows provided by (used in) financing activities
|
133,991
|
|
|
131,815
|
|
|
113,225
|
|
|
(5,628
|
)
|
|
378,615
|
|
|
524,147
|
|
|
628,662
|
|
|||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Dividends declared to stockholders
|
$
|
64,735
|
|
|
$
|
80,327
|
|
|
$
|
142,044
|
|
|
$
|
162,597
|
|
|
$
|
120,507
|
|
|
$
|
82,221
|
|
|
$
|
31,180
|
|
Dividends declared per share
|
0.29
|
|
|
0.35
|
|
|
0.64
|
|
|
0.73
|
|
|
0.73
|
|
|
0.73
|
|
|
0.73
|
|
|||||||
Dividends paid in cash to stockholders
|
63,098
|
|
|
51,237
|
|
|
93,273
|
|
|
84,800
|
|
|
60,176
|
|
|
39,500
|
|
|
14,943
|
|
|||||||
Dividends reinvested
|
—
|
|
|
31,916
|
|
|
31,916
|
|
|
75,864
|
|
|
56,551
|
|
|
38,559
|
|
|
13,099
|
|
|||||||
Funds from operations (2)
|
73,520
|
|
|
38,685
|
|
|
91,994
|
|
|
113,083
|
|
|
70,658
|
|
|
28,518
|
|
|
8,950
|
|
|||||||
Normalized funds from operations (2)
|
69,849
|
|
|
65,614
|
|
|
135,262
|
|
|
116,377
|
|
|
84,407
|
|
|
42,412
|
|
|
21,553
|
|
|||||||
Net operating income (3)
|
107,887
|
|
|
100,059
|
|
|
204,337
|
|
|
185,678
|
|
|
137,419
|
|
|
84,462
|
|
|
52,244
|
|
(1)
|
The six months ended June 30, 2013 and 2012, include $0.3 million of income from discontinued operations from the property classified as held for sale during 2013. The years ended December 31, 2012, 2011, 2010, 2009 and 2008 include $0.6 million, $0.4 million, $0.2 million, $(0.2) million and $(0.6) million, respectively, of income (loss) from discontinued operations from the property classified as held for sale during 2013.
|
(2)
|
For additional information on funds from operations and normalized funds from operations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Funds from Operations and Normalized Funds from Operations,” which includes a reconciliation to net income or loss attributable to controlling interest for the six months ended June 30, 2013 and 2012, and for the years ended December 31, 2012, 2011 and 2010. In addition, an explanation is provided on why we are presenting these non-GAAP financial measures.
|
(3)
|
For additional information on net operating income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Net Operating Income,” which includes a reconciliation to net income or loss for the six months ended June 30, 2013 and 2012, and for the years ended December 31, 2012, 2011 and 2010. In addition, an explanation is provided on why we are presenting this non-GAAP financial measure.
|
•
|
significant negative industry or economic trends;
|
•
|
significant operating margin underperformance relative to historical or projected future operating results;
|
•
|
significant decrease in operating margin compared to one or more prior periods;
|
•
|
significant decrease in occupancy;
|
•
|
significant overall vacancy of GLA;
|
•
|
significant likelihood of default for tenants that occupy a substantial portion of an asset;
|
•
|
significant projected tenant rollover in the next 12 months; and
|
•
|
a significant change in the manner in which the asset is used.
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Interest expense related to our debt
|
|
$
|
20,022
|
|
|
$
|
17,286
|
|
Amortization of deferred financing costs and debt discount/premium
|
|
2,183
|
|
|
2,035
|
|
||
Unused credit facility fees
|
|
1,192
|
|
|
1,155
|
|
||
Total
|
|
23,397
|
|
|
20,476
|
|
||
Interest expense related to our derivative financial instruments
|
|
2,361
|
|
|
939
|
|
||
Net (gain) loss on change in fair value of our derivative financial instruments
|
|
(10,528
|
)
|
|
5,295
|
|
||
Total
|
|
(8,167
|
)
|
|
6,234
|
|
||
Total interest expense and net change in fair value of derivative financial instruments
|
|
$
|
15,230
|
|
|
$
|
26,710
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest expense related to our debt
|
|
$
|
34,010
|
|
|
$
|
33,563
|
|
|
$
|
23,158
|
|
Amortization of deferred financing costs and debt discount/premium
|
|
3,673
|
|
|
3,089
|
|
|
2,513
|
|
|||
Unused credit facility fees
|
|
2,185
|
|
|
2,388
|
|
|
244
|
|
|||
Total
|
|
39,868
|
|
|
39,040
|
|
|
25,915
|
|
|||
Interest expense related to our derivative financial instruments
|
|
4,944
|
|
|
1,423
|
|
|
8,770
|
|
|||
Net (gain) loss on change in fair value of our derivative financial instruments
|
|
7,667
|
|
|
856
|
|
|
(5,954
|
)
|
|||
Total
|
|
12,611
|
|
|
2,279
|
|
|
2,816
|
|
|||
Total interest expense and net change in fair value of derivative financial instruments
|
|
$
|
52,479
|
|
|
$
|
41,319
|
|
|
$
|
28,731
|
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net income (loss) attributable to controlling interest
|
$
|
15,587
|
|
|
$
|
(19,628
|
)
|
|
$
|
(24,408
|
)
|
|
$
|
5,563
|
|
|
$
|
(7,894
|
)
|
Depreciation and amortization expense (including amounts in discontinued operations)
|
58,144
|
|
|
58,321
|
|
|
116,418
|
|
|
107,542
|
|
|
78,561
|
|
|||||
FFO
|
$
|
73,731
|
|
|
$
|
38,693
|
|
|
$
|
92,010
|
|
|
$
|
113,105
|
|
|
$
|
70,667
|
|
FFO per unit - basic
|
$
|
0.33
|
|
|
$
|
0.17
|
|
|
$
|
0.41
|
|
|
$
|
0.50
|
|
|
$
|
0.43
|
|
FFO per unit - diluted
|
$
|
0.33
|
|
|
$
|
0.17
|
|
|
$
|
0.41
|
|
|
$
|
0.50
|
|
|
$
|
0.43
|
|
Acquisition-related expenses
|
1,683
|
|
|
5,292
|
|
|
8,843
|
|
|
2,130
|
|
|
11,317
|
|
|||||
Listing expenses
|
4,405
|
|
|
12,544
|
|
|
22,573
|
|
|
—
|
|
|
—
|
|
|||||
Net change in fair value of derivative financial instruments
|
(10,528
|
)
|
|
5,295
|
|
|
7,667
|
|
|
856
|
|
|
(5,954
|
)
|
|||||
Transitional expenses
|
—
|
|
|
1,704
|
|
|
2,197
|
|
|
—
|
|
|
8,400
|
|
|||||
Debt extinguishment costs
|
—
|
|
|
1,886
|
|
|
1,886
|
|
|
—
|
|
|
—
|
|
|||||
Other normalizing items
|
558
|
|
|
200
|
|
|
86
|
|
|
287
|
|
|
(14
|
)
|
|||||
Normalized FFO
|
$
|
69,849
|
|
|
$
|
65,614
|
|
|
$
|
135,262
|
|
|
$
|
116,378
|
|
|
$
|
84,416
|
|
Normalized FFO per unit - basic
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.60
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
Normalized FFO per unit - diluted
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.60
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
Weighted average number of units outstanding - basic
|
224,436
|
|
|
230,029
|
|
|
224,681
|
|
|
224,056
|
|
|
165,715
|
|
|||||
Weighted average number of units outstanding - diluted
|
224,436
|
|
|
230,029
|
|
|
224,681
|
|
|
224,056
|
|
|
165,715
|
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net income (loss) attributable to controlling interest
|
$
|
15,376
|
|
|
$
|
(19,636
|
)
|
|
$
|
(24,424
|
)
|
|
$
|
5,541
|
|
|
$
|
(7,903
|
)
|
Depreciation and amortization expense (including amounts in discontinued operations)
|
58,144
|
|
|
58,321
|
|
|
116,418
|
|
|
107,542
|
|
|
78,561
|
|
|||||
FFO
|
$
|
73,520
|
|
|
$
|
38,685
|
|
|
$
|
91,994
|
|
|
$
|
113,083
|
|
|
$
|
70,658
|
|
FFO per share - basic
|
$
|
0.33
|
|
|
$
|
0.17
|
|
|
$
|
0.41
|
|
|
$
|
0.51
|
|
|
$
|
0.43
|
|
FFO per share - diluted
|
$
|
0.33
|
|
|
$
|
0.17
|
|
|
$
|
0.41
|
|
|
$
|
0.50
|
|
|
$
|
0.43
|
|
Acquisition-related expenses
|
1,683
|
|
|
5,292
|
|
|
8,843
|
|
|
2,130
|
|
|
11,317
|
|
|||||
Listing expenses
|
4,405
|
|
|
12,544
|
|
|
22,573
|
|
|
—
|
|
|
—
|
|
|||||
Net change in fair value of derivative financial instruments
|
(10,528
|
)
|
|
5,295
|
|
|
7,667
|
|
|
856
|
|
|
(5,954
|
)
|
|||||
Noncontrolling income from operating partnership units included in diluted shares
|
211
|
|
|
8
|
|
|
16
|
|
|
21
|
|
|
—
|
|
|||||
Transitional expenses
|
—
|
|
|
1,704
|
|
|
2,197
|
|
|
—
|
|
|
8,400
|
|
|||||
Debt extinguishment costs
|
—
|
|
|
1,886
|
|
|
1,886
|
|
|
—
|
|
|
—
|
|
|||||
Other normalizing items
|
558
|
|
|
200
|
|
|
86
|
|
|
287
|
|
|
(14
|
)
|
|||||
Normalized FFO
|
$
|
69,849
|
|
|
$
|
65,614
|
|
|
$
|
135,262
|
|
|
$
|
116,377
|
|
|
$
|
84,407
|
|
Normalized FFO per share - basic
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
$
|
0.61
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
Normalized FFO per share - diluted
|
$
|
0.31
|
|
|
$
|
0.29
|
|
|
$
|
0.61
|
|
|
$
|
0.52
|
|
|
$
|
0.51
|
|
Weighted average number of shares outstanding - basic
|
221,380
|
|
|
229,159
|
|
|
222,713
|
|
|
223,900
|
|
|
165,953
|
|
|||||
Weighted average number of shares outstanding - diluted
|
222,585
|
|
|
229,336
|
|
|
222,869
|
|
|
224,392
|
|
|
165,953
|
|
|
Six Months Ended June 30,
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net income (loss)
|
$
|
15,617
|
|
|
$
|
(19,620
|
)
|
|
$
|
(24,368
|
)
|
|
$
|
5,593
|
|
|
$
|
(7,919
|
)
|
General and administrative expenses
|
12,665
|
|
|
10,915
|
|
|
21,741
|
|
|
20,879
|
|
|
16,008
|
|
|||||
Non-traded REIT expenses
|
—
|
|
|
3,847
|
|
|
4,340
|
|
|
7,816
|
|
|
2,745
|
|
|||||
Acquisition-related expenses
|
1,683
|
|
|
5,292
|
|
|
8,843
|
|
|
2,130
|
|
|
11,317
|
|
|||||
Depreciation and amortization expense (including amounts in discontinued operations)
|
58,144
|
|
|
58,321
|
|
|
116,418
|
|
|
107,542
|
|
|
78,561
|
|
|||||
Listing expenses
|
4,405
|
|
|
12,544
|
|
|
22,573
|
|
|
—
|
|
|
—
|
|
|||||
Redemption, termination and release payment to former advisor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,285
|
|
|||||
Interest expense and net change in fair value of derivative financial instruments (including amounts in discontinued operations)
|
15,391
|
|
|
26,965
|
|
|
52,993
|
|
|
41,892
|
|
|
29,541
|
|
|||||
Debt extinguishment costs
|
—
|
|
|
1,886
|
|
|
1,886
|
|
|
—
|
|
|
—
|
|
|||||
Other income
|
(18
|
)
|
|
(91
|
)
|
|
(89
|
)
|
|
(174
|
)
|
|
(119
|
)
|
|||||
NOI
|
$
|
107,887
|
|
|
$
|
100,059
|
|
|
$
|
204,337
|
|
|
$
|
185,678
|
|
|
$
|
137,419
|
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2013
|
|
2012
|
|
Change
|
||||||
Cash and cash equivalents - beginning of period
|
$
|
15,956
|
|
|
$
|
69,491
|
|
|
$
|
(53,535
|
)
|
Net cash provided by operating activities
|
71,818
|
|
|
47,861
|
|
|
23,957
|
|
|||
Net cash used in investing activities
|
(100,894
|
)
|
|
(225,190
|
)
|
|
124,296
|
|
|||
Net cash provided by financing activities
|
133,991
|
|
|
131,815
|
|
|
2,176
|
|
|||
Cash and cash equivalents - end of period
|
$
|
120,871
|
|
|
$
|
23,977
|
|
|
$
|
96,894
|
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Fixed rate debt
|
$
|
8,235
|
|
|
$
|
6,392
|
|
|
$
|
72,625
|
|
|
$
|
104,696
|
|
|
$
|
99,963
|
|
|
$
|
367,373
|
|
|
$
|
659,284
|
|
Weighted average interest rate on fixed rate debt (per annum)
|
5.88
|
%
|
|
5.80
|
%
|
|
5.41
|
%
|
|
5.99
|
%
|
|
5.91
|
%
|
|
4.16
|
%
|
|
4.91
|
%
|
|||||||
Variable rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
155,000
|
|
|
$
|
455,000
|
|
Weighted average interest rate on variable rate debt based on the forward rates in effect as of June 30, 2013 (per annum)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.35
|
%
|
|
—
|
%
|
|
5.61
|
%
|
|
2.10
|
%
|
•
|
we believe all of our properties are adequately covered by insurance and are suitable for their intended purposes;
|
•
|
our properties are located in markets where we are subject to competition in attracting new tenants and retaining current tenants; and
|
•
|
depreciation is provided on a straight-line basis over the estimated useful lives of the buildings, up to 39 years, and over the shorter of the lease term or useful lives of the tenant improvements.
|
Portfolio Diversification by Type
|
|
Number of
Buildings
|
|
GLA (In thousands)
|
|
Percent of
Total GLA |
|
Number of
States
|
|||
Medical office buildings:
|
|
|
|
|
|
|
|
|
|
|
|
Single-tenant, net lease
|
|
71
|
|
|
2,911
|
|
|
22.6
|
%
|
|
10
|
Single-tenant, gross lease
|
|
4
|
|
|
215
|
|
|
1.7
|
|
|
3
|
Multi-tenant, net lease
|
|
76
|
|
|
3,715
|
|
|
28.9
|
|
|
20
|
Multi-tenant, gross lease
|
|
99
|
|
|
4,808
|
|
|
37.3
|
|
|
15
|
Other facilities that serve the healthcare industry:
|
|
|
|
|
|
|
|
|
|
||
Hospitals, single-tenant, net lease
|
|
10
|
|
|
641
|
|
|
5.0
|
|
|
4
|
Seniors housing, single-tenant, net lease
|
|
9
|
|
|
581
|
|
|
4.5
|
|
|
3
|
Total
|
|
269
|
|
|
12,871
|
|
|
100
|
%
|
|
|
Expiration (2)
|
|
Number of
Leases
Expiring
|
|
Total GLA
of Expiring
Leases (3)
|
|
Percent of GLA Represented by Expiring Leases
|
|
Annualized Base Rent Under Expiring Leases (1) (3)
|
|
Percent of Total Annualized Base Rent Represented by Expiring Leases
|
||||||
Month-to-month
|
|
81
|
|
|
159
|
|
|
1.4
|
%
|
|
$
|
2,748
|
|
|
1.1
|
%
|
2013
|
|
137
|
|
|
354
|
|
|
3.0
|
|
|
7,717
|
|
|
3.1
|
|
|
2014
|
|
241
|
|
|
685
|
|
|
5.8
|
|
|
14,473
|
|
|
5.9
|
|
|
2015
|
|
222
|
|
|
864
|
|
|
7.4
|
|
|
19,592
|
|
|
8.0
|
|
|
2016
|
|
212
|
|
|
1,121
|
|
|
9.5
|
|
|
22,395
|
|
|
9.1
|
|
|
2017
|
|
236
|
|
|
1,103
|
|
|
9.4
|
|
|
22,725
|
|
|
9.2
|
|
|
2018
|
|
201
|
|
|
1,310
|
|
|
11.2
|
|
|
25,913
|
|
|
10.5
|
|
|
2019
|
|
95
|
|
|
718
|
|
|
6.2
|
|
|
17,153
|
|
|
7.1
|
|
|
2020
|
|
116
|
|
|
577
|
|
|
4.9
|
|
|
12,005
|
|
|
4.9
|
|
|
2021
|
|
123
|
|
|
1,200
|
|
|
10.2
|
|
|
23,381
|
|
|
9.5
|
|
|
2022
|
|
71
|
|
|
747
|
|
|
6.4
|
|
|
20,521
|
|
|
8.3
|
|
|
Thereafter
|
|
162
|
|
|
2,909
|
|
|
24.6
|
|
|
57,408
|
|
|
23.3
|
|
|
Total
|
|
1,897
|
|
|
11,747
|
|
|
100
|
%
|
|
$
|
246,031
|
|
|
100
|
%
|
(1)
|
The annualized base rent percentage is based on the total annual contractual base rent as of June 30, 2013, excluding the impact of abatements, concessions, and straight-line rent.
|
(2)
|
Leases scheduled to expire on December 31 of a given year are included within that year in the table.
|
(3)
|
Amounts in thousands.
|
Tenant
|
|
Weighted Average Remaining Lease Term (years)
|
|
Total Leased GLA (In thousands)
|
|
Percent of Leased GLA
|
|
Annualized Base Rent (In thousands) (1)
|
|
Percent of Annualized Base Rent
|
||||||
Highmark
|
|
9
|
|
|
853
|
|
|
7.3
|
%
|
|
$
|
15,633
|
|
|
6.4
|
%
|
Greenville Hospital System
|
|
11
|
|
|
761
|
|
|
6.5
|
|
|
13,455
|
|
|
5.5
|
%
|
|
Steward Health Care System
|
|
14
|
|
|
317
|
|
|
2.7
|
|
|
7,124
|
|
|
2.9
|
|
|
Aurora Health Care
|
|
11
|
|
|
315
|
|
|
2.7
|
|
|
6,684
|
|
|
2.7
|
|
|
Indiana University Health
|
|
4
|
|
|
310
|
|
|
2.6
|
|
|
4,967
|
|
|
2.0
|
|
|
Community Health Systems
|
|
5
|
|
|
300
|
|
|
2.6
|
|
|
6,603
|
|
|
2.7
|
|
|
Deaconess Health System
|
|
10
|
|
|
272
|
|
|
2.3
|
|
|
4,173
|
|
|
1.7
|
|
|
Banner Health
|
|
2
|
|
|
225
|
|
|
1.9
|
|
|
4,835
|
|
|
2.0
|
|
|
Hospital Corporation of America
|
|
4
|
|
|
221
|
|
|
1.9
|
|
|
4,983
|
|
|
2.0
|
|
|
Capital District Physicians’ Health Plan
|
|
3
|
|
|
198
|
|
|
1.6
|
|
|
3,012
|
|
|
1.1
|
|
|
Wellmont Health System
|
|
9
|
|
|
160
|
|
|
1.4
|
|
|
2,633
|
|
|
1.1
|
|
|
Catholic Health Partners
|
|
4
|
|
|
154
|
|
|
1.3
|
|
|
2,352
|
|
|
1.0
|
|
|
Rush University Medical Center
|
|
7
|
|
|
137
|
|
|
1.1
|
|
|
4,425
|
|
|
1.8
|
|
|
Sisters of Mercy Health System
|
|
13
|
|
|
134
|
|
|
1.1
|
|
|
3,668
|
|
|
1.5
|
|
|
Ascension Health
|
|
6
|
|
|
112
|
|
|
1.0
|
|
|
2,755
|
|
|
1.1
|
|
|
Total
|
|
|
|
4,469
|
|
|
38.0
|
%
|
|
$
|
87,302
|
|
|
35.5
|
%
|
(1)
|
Annualized base rent is based on the contractual base rent in effect as of June 30, 2013, excluding the impact of abatements, concessions, and straight-line rent.
|
State
|
|
Number of
Buildings (1)
|
|
GLA (In thousands)
|
|
Percent of GLA
|
|
Annualized
Base Rent (In thousands) (2)
|
|
Percent of
Annualized Base Rent
|
||||||
Arizona
|
|
45
|
|
|
1,367
|
|
|
10.6
|
%
|
|
$
|
25,702
|
|
|
10.4
|
%
|
California
|
|
5
|
|
|
284
|
|
|
2.2
|
|
|
4,852
|
|
|
2.0
|
|
|
Colorado
|
|
3
|
|
|
145
|
|
|
1.1
|
|
|
3,010
|
|
|
1.2
|
|
|
Florida
|
|
20
|
|
|
944
|
|
|
7.3
|
|
|
18,278
|
|
|
7.4
|
|
|
Georgia
|
|
14
|
|
|
669
|
|
|
5.2
|
|
|
13,783
|
|
|
5.6
|
|
|
Illinois
|
|
1
|
|
|
139
|
|
|
1.1
|
|
|
4,487
|
|
|
1.8
|
|
|
Indiana
|
|
44
|
|
|
1,225
|
|
|
9.5
|
|
|
16,858
|
|
|
6.9
|
|
|
Kansas
|
|
1
|
|
|
63
|
|
|
0.5
|
|
|
1,619
|
|
|
0.7
|
|
|
Maryland
|
|
2
|
|
|
163
|
|
|
1.3
|
|
|
3,440
|
|
|
1.4
|
|
|
Massachusetts
|
|
13
|
|
|
406
|
|
|
3.2
|
|
|
8,506
|
|
|
3.5
|
|
|
Michigan
|
|
1
|
|
|
203
|
|
|
1.6
|
|
|
4,834
|
|
|
2.0
|
|
|
Minnesota
|
|
2
|
|
|
158
|
|
|
1.2
|
|
|
1,561
|
|
|
0.6
|
|
|
Missouri
|
|
5
|
|
|
297
|
|
|
2.4
|
|
|
7,147
|
|
|
2.9
|
|
|
Nevada
|
|
1
|
|
|
73
|
|
|
0.6
|
|
|
1,633
|
|
|
0.7
|
|
|
New Hampshire
|
|
1
|
|
|
70
|
|
|
0.5
|
|
|
1,259
|
|
|
0.5
|
|
|
New Mexico
|
|
2
|
|
|
54
|
|
|
0.4
|
|
|
1,322
|
|
|
0.5
|
|
|
New York
|
|
8
|
|
|
909
|
|
|
7.1
|
|
|
17,085
|
|
|
6.9
|
|
|
North Carolina
|
|
10
|
|
|
244
|
|
|
1.9
|
|
|
4,328
|
|
|
1.8
|
|
|
Ohio
|
|
13
|
|
|
526
|
|
|
4.1
|
|
|
5,845
|
|
|
2.4
|
|
|
Oklahoma
|
|
2
|
|
|
186
|
|
|
1.4
|
|
|
3,736
|
|
|
1.5
|
|
|
Pennsylvania
|
|
4
|
|
|
1,087
|
|
|
8.4
|
|
|
19,956
|
|
|
8.1
|
|
|
South Carolina
|
|
22
|
|
|
1,103
|
|
|
8.6
|
|
|
20,045
|
|
|
8.1
|
|
|
Tennessee
|
|
11
|
|
|
441
|
|
|
3.4
|
|
|
8,064
|
|
|
3.3
|
|
|
Texas
|
|
29
|
|
|
1,625
|
|
|
12.6
|
|
|
39,777
|
|
|
16.2
|
|
|
Utah
|
|
1
|
|
|
112
|
|
|
0.9
|
|
|
1,747
|
|
|
0.7
|
|
|
Virginia
|
|
3
|
|
|
63
|
|
|
0.5
|
|
|
473
|
|
|
0.2
|
|
|
Wisconsin
|
|
6
|
|
|
315
|
|
|
2.4
|
|
|
6,684
|
|
|
2.7
|
|
|
Total
|
|
269
|
|
|
12,871
|
|
|
100
|
%
|
|
$
|
246,031
|
|
|
100
|
%
|
(1)
|
Represents the number of buildings acquired within each particular state as of June 30, 2013.
|
(2)
|
Annualized base rent is based on contractual base rent from leases in effect as of June 30, 2013, excluding the impact of abatements, concessions, and straight-line rent.
|
Market
|
|
GLA (In thousands)
|
|
Percent of Portfolio
|
||
Phoenix, AZ
|
|
1,153
|
|
|
9.0
|
%
|
Pittsburgh, PA
|
|
978
|
|
|
7.6
|
|
Greenville, SC
|
|
965
|
|
|
7.5
|
|
Indianapolis, IN
|
|
850
|
|
|
6.6
|
|
Albany, NY
|
|
879
|
|
|
6.8
|
|
Houston, TX
|
|
692
|
|
|
5.4
|
|
Atlanta, GA
|
|
597
|
|
|
4.6
|
|
Dallas, TX
|
|
591
|
|
|
4.6
|
|
Boston, MA
|
|
359
|
|
|
2.8
|
|
Raleigh, NC
|
|
244
|
|
|
1.9
|
|
Oklahoma City, OK
|
|
186
|
|
|
1.4
|
|
Total
|
|
7,494
|
|
|
58.2
|
%
|
•
|
the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral or recommendation for the ordering of any item or service reimbursed by a federal healthcare program, including Medicare or Medicaid;
|
•
|
the Federal Physician Self-Referral Prohibition, commonly referred to as the Stark Law, which, subject to specific exceptions, restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship;
|
•
|
the False Claims Act, which prohibits any person from knowingly presenting or causing to be presented false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs;
|
•
|
the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts and to exclude violators from participating in federal healthcare programs; and
|
•
|
the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, which protects the privacy and security of personal health information.
|
Name
|
|
Age
|
|
Position
|
Scott D. Peters
|
|
55
|
|
Chief Executive Officer, President and Chairman of the Board
|
W. Bradley Blair, II
|
|
69
|
|
Independent Director
|
Maurice J. DeWald
|
|
73
|
|
Independent Director
|
Warren D. Fix
|
|
75
|
|
Independent Director
|
Larry L. Mathis
|
|
70
|
|
Independent Director
|
Gary T. Wescombe
|
|
70
|
|
Independent Director
|
•
|
The Chairman, Mr. Peters, has over 25 years of experience in managing publicly traded REITs and brings insight into all aspects of our business due to both his current role and his history with our company. Mr. Peters co-founded our company in 2006 and has served as our Chief Executive Officer since inception. Mr. Peters also has substantial expertise in finance, accounting and real estate, having previously served a variety of companies as Chief Financial Officer. His comprehensive experience and extensive knowledge and understanding of the healthcare and real estate industries has been instrumental in the creation, development and growth of our company, as well as our current investment strategy.
|
•
|
Mr. Blair provides broad real estate and legal experience, having served a variety of companies in advisory, executive and/or director roles for over 35 years, including over 10 years as Chief Executive Officer, president and Chairman of the board of directors of a publicly traded REIT. He also operates a consulting practice which focuses on real estate acquisitions and finance. His diverse background in other business disciplines, coupled with his deep understanding and knowledge of real estate, contributes to the quality guidance and oversight he brings to our Board of Directors.
|
•
|
Mr. DeWald, based on his 30 year career with the international accounting and auditing firm of KPMG LLP, offers substantial expertise in accounting and finance. Mr. DeWald also has over 15 years of experience as a director of a number of companies in the healthcare, financial, banking and manufacturing sectors.
|
•
|
Mr. Fix offers financial and management expertise, with particular industry knowledge in real estate, hospitality, agriculture and financial services. He has served in various executive and/or director roles in a number of public and private companies in the real estate, financial and technology sectors, for over 40 years.
|
•
|
Mr. Mathis brings extensive experience in the healthcare industry, having held numerous leadership positions in organizations charged with planning and directing the future of healthcare delivery in the United States for over 35 years, including serving as Chairman of the National Advisory Council on Health Care Technology Assessment and as a member of the Medicare Prospective Payment Assessment Commission. He is the founding president and chief executive officer of The Methodist Hospital System in Houston, Texas, and has served as an executive consultant in the healthcare sector for over ten years.
|
•
|
Mr. Wescombe provides expertise in accounting, real estate investments and financing strategies, having served a number of companies in various executive and director roles for over 40 years in both the real estate and non-profit sectors, including almost 30 years as a partner with Ernst & Young, LLP. He currently manages and develops real estate operating properties as a principal of a real estate company.
|
Name
|
|
Age
|
|
Position
|
|
Term of Office
|
Scott D. Peters
|
|
55
|
|
Chief Executive Officer, President and Chairman of the Board
|
|
Since 2006
|
Kellie S. Pruitt
|
|
47
|
|
Chief Financial Officer, Secretary and Treasurer
|
|
Since 2009
|
Mark D. Engstrom
|
|
53
|
|
Executive Vice President - Acquisitions
|
|
Since 2009
|
Amanda L. Houghton
|
|
32
|
|
Executive Vice President - Asset Management
|
|
Since 2011
|
•
|
Scott D. Peters, Chief Executive Officer, President and Chairman of the Board;
|
•
|
Kellie S. Pruitt, Chief Financial Officer, Secretary and Treasurer;
|
•
|
Mark D. Engstrom, Executive Vice President - Acquisitions; and
|
•
|
Amanda L. Houghton, Executive Vice President - Asset Management.
|
•
|
The majority of our executives' compensation is at-risk. For fiscal year 2012, approximately
94.5%
of Mr. Peters’,
89.9%
of Ms. Pruitt’s,
88.2%
of Mr. Engstrom’s and
90.6%
of Ms. Houghton’s target total direct compensation was performance-based and/or linked to the value of HTA’s stock price. As used in this discussion, the term “total direct compensation” means the aggregate amount of the executive's base salary, target annual incentive awards, and long-term equity incentive awards based on the grant-date fair value of such awards as determined under the accounting principles used in HTA’s financial reporting.
|
•
|
Executives' bonuses under our annual incentive program are determined each year by the Compensation Committee of HTA’s Board of Directors, or the Compensation Committee, based on its assessment of our performance and the individual executive during the year. The annual bonus for Mr. Peters is subject to a cap, and the Compensation Committee has complete discretion to determine the amount that will be awarded to each executive (subject to the cap) or to award no bonus at all.
|
•
|
Executives were awarded one-time grants of long-term incentive awards, or LTIP awards, in 2012 that will vest only if HTA’s stock price achieves specified levels of appreciation (based on HTA’s average closing price over a period of 20 consecutive trading days). These awards consist of equity interests in HTALP that, following the vesting of the award, may be converted into shares of HTA’s common stock if certain conditions are met. We believe these awards play an important role in linking the interests of our executives with those of HTA’s stockholders as the awards will have value only if HTA’s stock price increases substantially above the price of HTA’s stock in June 2012 when it was listed on the New York Stock Exchange. The awards also provide a retention incentive as the executive generally must remain employed with us through the achievement of a particular stock price goal in order for the LTIP units subject to that goal to vest.
|
•
|
Executives were also granted equity awards in 2012 in the form of restricted stock. These awards provide a retention incentive as they vest over a multi-year period and, as the ultimate value of the award depends on HTA’s stock price, further link the interests of our executives with those of HTA’s stockholders.
|
•
|
We do not provide any tax gross-up payments or material perquisites to our named executive officers.
|
•
|
the competitive market data of comparable peer companies and other companies with whom we compete for talent;
|
•
|
the achievement of our overall financial results;
|
•
|
individual contributions;
|
•
|
individual experience and qualifications; and
|
•
|
a compensation philosophy of “pay for performance.”
|
•
|
made the decision in early 2008 to become purely focused on medical office buildings without development, which differentiates us from our publicly traded peers;
|
•
|
strategic decisions were made to manage the economic recession in 2008 by slowing our acquisition pace, building a strong cash position and making
$1.8 billion
of opportunistic investments when the market adjusted in 2008, 2009 and 2010;
|
•
|
negotiated reduced fees paid to our external advisor in October 2008 through September 2009 and made the decision to transition from an externally advised REIT to a self-managed REIT, which eliminated all external fees, saving over
$87 million
of fees, net of our cost, through the date of our Listing;
|
•
|
left our external advisor in 2009 and from the ground up, built our infrastructure, accumulated, hired and trained our employees building a quality organization of over 130 people today;
|
•
|
became the first non-traded REIT to leave its external advisor without paying an internalization fee, which can typically range between approximately $100 - $200 million depending on the size of the applicable company;
|
•
|
in 2010 eliminated the
15%
contractual promote fee pursuant to our initial offering to be paid to the external advisor upon liquidity and in 2012, eliminated the
8%
contractual promote fee pursuant to our follow-on offering to be paid to management and directors upon a liquidity event;
|
•
|
assembled a top quality portfolio of medical office buildings comprised of
12.6 million
square feet,
95.7%
on-campus or aligned with nationally and regionally recognized healthcare systems,
91%
occupied with
56%
credit rated tenants of which
40%
are investment grade;
|
•
|
developed and maintained a corporate philosophy of low leverage and flexible capital structure, which achieved investment grade ratings in
July 2011
by Moody’s and Standards & Poors. This allowed us to accomplish the Listing without raising additional equity and diluting HTA’s initial stockholders;
|
•
|
implemented, developed and managed the roll out of our in-house property management and leasing platform through four regional offices, which today directly manages approximately
80%
of our portfolio and successfully managed a geographically diverse portfolio, developed key industry relationships with nationally and regionally recognized healthcare systems, and
|
•
|
obtained approval from the NYSE to list HTA’s Class A common stock on the NYSE without an offering - the first non-traded REIT to obtain such an approval from the NYSE. This execution saved stockholders millions of dollars in fees that are normally paid to investment banks in a traditional IPO process and we did not dilute HTA’s stockholders by raising additional equity at a discounted price to our valuation, which is also customary in a traditional IPO.
|
•
|
refinancing our
$575 million
unsecured line of credit, thereby reducing our funded borrowing costs by 55 bps, and extending the maturity of the line of credit to 2016;
|
•
|
closing on
$455 million
of 4 and 7 year unsecured term loans;
|
•
|
reducing our secured leverage ratio from
24.9%
in 2011 to
18.3%
in 2012; and
|
•
|
reducing our average borrowing cost by more than 100 bps from
5.25%
per annum for the year ended December 31, 2011 to
4.06%
per annum for the year ended December 31, 2012.
|
•
|
our financial performance and business achievements as discussed above under “Our Business, Performance and Strategic Actions;”
|
•
|
our continued growth and productivity through our self-managed entity;
|
•
|
the quality of our acquisitions completed in 2012;
|
•
|
the expansion of our healthcare system relationships, which we believe are a key factor impacting the success of our future growth;
|
•
|
the expansion of our operations;
|
•
|
our increasing coverage of distributions with cash flow from operations;
|
•
|
our overall financial strength and growth;
|
•
|
our high degree of financial flexibility and capital capacity, which we believe provides us with the ability to continue to execute a prudent growth strategy; and
|
•
|
the additional responsibilities required in 2012 and beyond required of a publicly traded company.
|
•
|
accomplished our listing on the NYSE without any public offering and, therefore, without any dilution to HTA’s stockholders;
|
•
|
provided HTA’s stockholders a staged liquidity event beginning with the Listing on June 6, 2012, more than a year earlier than the projected initial liquidity date of September 2013, without issuing any additional equity that would dilute HTA’s stockholders through a dilutive equity raise through a traditional IPO;
|
•
|
led our expansion, including growing our portfolio through the acquisition of quality, performing assets;
|
•
|
negotiated substantial and creative value-added transaction terms and conditions for our acquisitions;
|
•
|
coordinated refinancing transactions during a time of significant dislocations in the credit markets;
|
•
|
maintained a strong balance sheet;
|
•
|
recruited and effectively supervised our employees;
|
•
|
implemented additional risk management procedures at all key levels of our company;
|
•
|
established and enhanced our relationships with commercial and investment banks;
|
•
|
maintained and enhanced our “stockholder first,” performance-driven philosophy;
|
•
|
established our independent brand name as an asset to our company;
|
•
|
facilitated an open and effective dialogue with HTA’s Board of Directors, or the Board;
|
•
|
facilitated regular dialogue with HTA’s stockholders; and
|
•
|
devoted significant time and effort in meeting with existing and potential future institutional investors.
|
|
|
Fair Market Value of Stock Holdings
|
Name
|
|
as a Multiple of Current Base Salary
|
Scott D. Peters
|
|
8.7x
|
Kellie S. Pruitt
|
|
6.2x
|
Mark D. Engstrom
|
|
5.9x
|
Amanda L. Houghton
|
|
3.1x
|
Name
|
|
Performance Year
|
|
Salary ($)
|
|
Bonus (1) ($)
|
|
Stock Awards (2) ($)
|
|
Total (3) ($)
|
|
Listing-Related Compensation (3) ($)
|
|||||
Scott D. Peters
|
|
2012
|
|
750,000
|
|
|
1,500,000
|
|
|
2,690,400
|
|
|
4,940,400
|
|
|
5,620,100
|
|
|
|
2011
|
|
750,000
|
|
|
1,200,000
|
|
|
2,700,000
|
|
|
4,650,000
|
|
|
—
|
|
|
|
2010
|
|
655,208
|
|
|
1,500,000
|
|
|
3,200,000
|
|
|
5,355,208
|
|
|
—
|
|
Kellie S. Pruitt
|
|
2012
|
|
300,000
|
|
|
300,000
|
|
|
600,000
|
|
|
1,200,000
|
|
|
1,264,523
|
|
|
|
2011
|
|
300,000
|
|
|
200,000
|
|
|
500,000
|
|
|
1,000,000
|
|
|
—
|
|
|
|
2010
|
|
207,937
|
|
|
225,000
|
|
|
800,000
|
|
|
1,232,937
|
|
|
—
|
|
Mark D. Engstrom
|
|
2012
|
|
300,000
|
|
|
225,000
|
|
|
400,000
|
|
|
925,000
|
|
|
1,124,020
|
|
|
|
2011
|
|
300,000
|
|
|
200,000
|
|
|
500,000
|
|
|
1,000,000
|
|
|
—
|
|
|
|
2010
|
|
275,000
|
|
|
275,000
|
|
|
800,000
|
|
|
1,350,000
|
|
|
—
|
|
Amanda L. Houghton
|
|
2012
|
|
214,583
|
|
|
175,000
|
|
|
400,000
|
|
|
789,583
|
|
|
1,095,920
|
|
|
|
2011
|
|
165,000
|
|
|
75,000
|
|
|
400,000
|
|
|
640,000
|
|
|
—
|
|
(1)
|
The amounts in this column reflect the annual cash bonuses earned by our named executive officers for the applicable year. This column does not include the cash portion of his restricted stock grants that were used to pay federal and state taxes. Such amounts are included in the “Bonus” column of the Summary Compensation Table below and are based on the vesting of such awards and not the value on grant date. The cash portion of such awards are included in the value of the stock awards and represent the grant date value for purposes of this table.
|
(2)
|
The amounts reported in this column for each year reflect the fair value on the grant date of the restricted stock awards granted to our named executive officers shortly following the particular year and that, in the Compensation Committee’s view, are intended to serve as compensation for that particular year (e.g., the grant-date fair value of the awards that were granted in January 2012 are shown as compensation for performance year 2011). In 2012, annual grants were awarded in December 2012 instead of January 2013. In the case of Mr. Peters, the amounts also include annual grants of 120,000 shares that were contractually paid in July of each year pursuant to his employment contract. Note however, the 2012 contractual amount was awarded in June upon our Listing. In addition, the amounts shown for Mr. Peters represent the full grant date value of the restricted stock award without regard to the portion that he elected to receive in cash in order to satisfy his federal and state tax requirements. As noted above in footnote (1), such amounts are included in the “Bonus” column of the Summary Compensation Table below.
|
(3)
|
The amounts reported in the “All Other Compensation” column of the Summary Compensation Table below and the value of the one-time LTIP awards described below are excluded from the table above and not reflected in the “Total” compensation column. The grant date fair values of these LTIP awards (as determined under applicable accounting rules based on the probable outcome of the performance-based conditions applicable to these awards) are reported in the “Listing-Related Compensation” column of the table.
|
•
|
Performance
.
LTIP units only become convertible into common units of HTALP if the applicable vesting requirements and certain other conditions under the partnership agreement described below are met. Under the terms of the LTIP units granted prior to the Listing in May 2012, the vesting of the units was generally contingent on our completing a listing or a sale or merger transaction that resulted in a trading price or sale or merger consideration, as applicable, that met the pricing benchmarks set by the Compensation Committee. In the event of a listing, the LTIP units would generally remain eligible to vest if the pricing benchmarks were met prior to May 2016, subject to the executive's continued employment with us. The program is predicated on achieving targeted performance benchmarks, all above $10.75 per share, depending on the type of liquidity event and the timing of same. As a result, our executives are incentivized to execute our operating plan, grow the portfolio in a patient, prudent, disciplined manner and pursue strategic alternatives as appropriate and to enhance and maximize overall stockholder value.
|
•
|
Retention
.
Mr. Peters is the leader of our company. He has been responsible for the innovation, creativity and advancement of ideas and practices, which we believe have changed the non-traded REIT industry for the better. His leadership has always been based on what is best for HTA’s stockholders. Mr. Peters created the self-management team in 2009 and the asset management platform beginning in 2010 - actions that saved millions for HTA’s stockholders and positioned us for the Listing. Mr. Peters solely had the history with us, public company experience and had relationships with the broker dealers, financial advisors and brokerages that led to the successful execution of raising equity through our initial and follow-on offerings. Along with Mr. Peters, our executive team has played an integral role in positioning us to where we are today. Our management and governance teams have worked well together. They share our corporate stockholder-first philosophy and our emphasis on innovation, creative thinking and leadership. They have established and promoted a corporate culture focused on performance, productivity and innovation. The terms of the LTIP program require the executives to remain with our company, except in limited circumstances, in order for their awards to vest and the LTIP units to become convertible, further encouraging long-term retention.
|
•
|
Alignment of Interests with Stockholders
.
Increasing the overall equity holdings of our executives further align the interests of our executives with HTA’s stockholders. We want to ensure that our executives have substantial equity in our company. Assuming the benchmarks are met and the awards under the LTIP program convert in full into equity ownership of our company, our executives ownership interest in our company would be just under the median competitive ownership levels of our peers. We believe that such equity motivates their performance.
|
•
|
Mr. Peters: from 300,000 units at $10.75 to 1,000,000 units at $13.00 or more;
|
•
|
Ms. Pruitt: from 67,500 units at $10.75 to 225,000 units at $13.00 or more;
|
•
|
Mr. Engstrom: from 60,000 units at $10.75 to 200,000 units at $13.00 or more; and
|
•
|
Ms. Houghton: from 58,500 units at $10.75 to 195,000 units at $13.00 or more.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus (3) ($)
|
|
Stock Awards (4) ($)
|
|
Non-Equity
Incentive Plan
Compensation ($)
|
|
All Other
Compensation
(5) ($)
|
|
Total ($)
|
||||||
Scott D. Peters
|
|
2012
|
|
750,000
|
|
|
4,539,200
|
|
|
8,465,300
|
|
(6)
|
—
|
|
|
152,332
|
|
|
13,906,832
|
|
Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)
|
|
2011
|
|
750,000
|
|
|
2,241,667
|
|
|
1,600,000
|
|
|
—
|
|
|
302,678
|
|
|
4,894,345
|
|
|
2010
|
|
655,208
|
|
|
1,825,000
|
|
|
1,100,000
|
|
|
—
|
|
|
217,045
|
|
|
3,797,253
|
|
|
Kellie S. Pruitt (1)
|
|
2012
|
|
300,000
|
|
|
300,000
|
|
|
2,364,523
|
|
(7)
|
—
|
|
|
85,801
|
|
|
3,050,324
|
|
Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)
|
|
2011
|
|
300,000
|
|
|
200,000
|
|
|
800,000
|
|
|
—
|
|
|
123,342
|
|
|
1,423,342
|
|
|
2010
|
|
207,937
|
|
|
225,000
|
|
|
500,000
|
|
|
—
|
|
|
40,594
|
|
|
973,531
|
|
|
Mark D. Engstrom
|
|
2012
|
|
300,000
|
|
|
225,000
|
|
|
2,024,020
|
|
(8)
|
—
|
|
|
85,838
|
|
|
2,634,858
|
|
Executive Vice President - Acquisitions
|
|
2011
|
|
300,000
|
|
|
200,000
|
|
|
800,000
|
|
|
—
|
|
|
125,162
|
|
|
1,425,162
|
|
|
2010
|
|
275,000
|
|
|
275,000
|
|
|
500,000
|
|
|
—
|
|
|
41,877
|
|
|
1,091,877
|
|
|
Amanda L. Houghton (2)
|
|
2012
|
|
214,583
|
|
|
175,000
|
|
|
1,895,920
|
|
(9)
|
—
|
|
|
44,700
|
|
|
2,330,203
|
|
Executive Vice President - Asset Management
|
|
2011
|
|
165,000
|
|
|
75,000
|
|
|
50,000
|
|
|
—
|
|
|
22,679
|
|
|
312,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Ms. Pruitt was promoted to Chief Financial Officer in May 2010.
|
(2)
|
Ms. Houghton was appointed as Executive Vice President - Asset Management in December 2011. Ms. Houghton was not a named executive officer in 2010.
|
(3)
|
Reflects the annual cash bonuses earned by our named executive officers for the applicable year. In the case of Mr. Peters, amount includes annual cash bonuses of $1,500,000, $1,200,000 and $1,500,000 for 2012, 2011 and 2010, respectively. As described in the “Compensation Discussion and Analysis” above, Mr. Peters has had the opportunity to elect to receive a portion of his grants of restricted shares awarded on or before June 6, 2012 in the form of restricted cash awards in order to pay state and federal taxes on the vesting of restricted shares. No restricted cash awards remain unvested as of December 31, 2012. The amount reported in this column for each fiscal year also represents the amount of these restricted cash awards that vested during that year in the amount of $3,039,200, $1,041,667 and $325,000 for 2012, 2011 and 2010, respectively.
|
(4)
|
Reflects the aggregate grant date fair value of awards granted to the named executive officers in the reported year, including the May 2012 one-time LTIP award, as more fully described above, determined in accordance with Financial Accounting Standards Board Accounting Standard Codification 718 Stock Compensation, or ASC 718. ASC 718 establishes accounting and reporting standards for LTIP awards. Applying such standards and with the assistance of our independent valuation specialists, Equity Methods, we utilized a Monte Carlo simulation to calculate the grant date fair value of the awards of $5.62 per award. The amounts reported in the table above represent the maximum performance levels to be achieved. For more information regarding the grant date fair value of awards of restricted stock and LTIP units, see Note 12, Stockholders’ Equity, of the Company’s financial statements filed with the SEC as part of HTA’s Annual Report on Form 10-K for the year ended December 31, 2012. This column does not include any amount for awards that Mr. Peters elected to receive in the form of cash as described in note (3) above.
|
(5)
|
Amounts in this column for 2012 include: (1) payments for 100% of the premiums of healthcare coverage under our group health plan for each of the named executive officers in the amount of $13,695; and (2) distributions on unvested stock awards that were granted prior to the Listing in the following amounts: Mr. Peters, $138,637, Ms. Pruitt, $62,106, Mr. Engstrom, $62,143, and Ms. Houghton, $21,005. Amounts in this column for 2011 and 2010 include: (1) payments for 100% of the premiums of healthcare coverage under our group health plan for each of the named executive officers; (2) distributions on unvested stock awards; and (3) payments for unused earned vacation benefits. Such amounts reflect the aggregate cost to us of providing the benefit.
|
(6)
|
Includes the aggregate grant date fair value of restricted stock awards of $750,000 awarded in January 2012, $595,200 awarded in June 2012 pursuant to Mr. Peters’ employment contract and $1,500,000 awarded in December 2012. As discussed in the footnote above, in 2012, annual grants were awarded in December 2012 instead of January 2013. Also includes the aggregate grant date fair value of the one-time LTIP awards issued to the executive in May 2012 in anticipation of the Listing. The vesting of the LTIP awards are contingent on reaching stock prices ranging from $10.75 to $13.00 within a 4-year period. The grant date fair value represents the maximum award upon achievement of a $13.00 stock price. The value based on the number of LTIP units granted that would vest on the achievement of specific stock price targets is from $1,686,030 at $10.75 to $5,620,100 at $13.00 or more. The amount also includes the grant date fair value of 450,000 LTIP units that are eligible to vest only if a change in control occurs. The 450,000 LTIP units have a grant date fair value of $0 based upon the probable outcome of the performance condition. The value of the award at the grant date assuming the highest value of the performance condition is achieved is $4,500,000.
|
(7)
|
Includes the aggregate grant date fair value of restricted stock awards of $500,000 awarded in January 2012 and $600,000 awarded in December 2012. As discussed in the footnote above, in 2012, annual grants were awarded in December 2012 instead of January 2013. Also includes the aggregate grant date fair value of the one-time LTIP awards issued to the executive in May 2012 in anticipation of the Listing. The vesting of the LTIP awards are contingent on reaching stock prices ranging from $10.75 to $13.00 within a 4-year period. The grant date fair value represents the maximum award upon achievement of a $13.00 stock price. The value based on the number of LTIP units granted that would vest on the achievement of specific stock price targets is from $379,357 at $10.75 to $1,264,523 at $13.00 or more.
|
(8)
|
Includes the aggregate grant date fair value of restricted stock awards of $500,000 awarded in January 2012 and $400,000 awarded in December 2012. As discussed in the footnote above, in 2012, annual grants were awarded in December 2012 instead of January 2013. Also includes the aggregate grant date fair value of one-time LTIP awards issued to the executive in May 2012 in anticipation of the Listing. The vesting of the LTIP awards are contingent on reaching stock prices ranging from $10.75 to $13.00 within a 4-year period. The grant date fair value represents the maximum award upon achievement of a $13.00 stock price. The value based on the number of LTIP units granted that would vest on the achievement of specific stock price targets is from $337,206 at $10.75 to $1,124,020 at $13.00 or more.
|
(9)
|
Includes the aggregate grant date fair value of restricted stock awards of $400,000 awarded in January 2012 and $400,000 awarded in December 2012. As discussed in the footnote above, in 2012, annual grants were awarded in December 2012 instead of January 2013. Also includes the aggregate grant date fair value of the one-time LTIP awards issued to the executive in May 2012 in anticipation of the Listing. The vesting of the LTIP awards are contingent on reaching stock prices ranging from $10.75 to $13.00 within a 4-year period. The grant date fair value represents the maximum award upon achievement of a $13.00 stock price. The value based on the number of LTIP units granted that would vest on the achievement of specific stock price targets is from $328,776 at $10.75 to $1,095,920 at $13.00 or more.
|
|
|
|
|
Estimated Future Payouts under Non-
Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts under
Equity Incentive Plan Awards (3)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (2) (#)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
|
||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|||||||||||
Scott D. Peters
|
|
1/1/2012
|
|
—
|
|
|
750,000
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
6/6/2012
|
|
—
|
|
|
595,200
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
750,000
|
|
||||||
|
|
6/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
595,200
|
|
||||||
|
|
5/16/2012
|
|
|
|
|
|
|
|
300,000
|
|
|
—
|
|
|
1,000,000
|
|
|
|
|
5,620,100
|
|
||||
|
|
5/16/2012
|
|
|
|
|
|
|
|
—
|
|
|
450,000
|
|
|
—
|
|
|
|
|
—
|
|
||||
|
|
12/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
1,500,000
|
|
||||||
Kellie S. Pruitt
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
500,000
|
|
||||||
|
|
5/16/2012
|
|
|
|
|
|
|
|
67,500
|
|
|
—
|
|
|
225,000
|
|
|
|
|
1,264,523
|
|
||||
|
|
12/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
600,000
|
|
||||||
Mark D. Engstrom
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
500,000
|
|
||||||
|
|
5/16/2012
|
|
|
|
|
|
|
|
60,000
|
|
|
—
|
|
|
200,000
|
|
|
|
|
1,124,020
|
|
||||
|
|
12/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
400,000
|
|
||||||
Amanda L. Houghton
|
|
1/1/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
400,000
|
|
||||||
|
|
5/16/2012
|
|
|
|
|
|
|
|
58,500
|
|
|
—
|
|
|
195,000
|
|
|
|
|
1,095,920
|
|
||||
|
|
12/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
400,000
|
|
(1)
|
Reflects restricted cash awards. There is no threshold, target or maximum payable pursuant to these awards; instead, the award vests based on Mr. Peters’ continued service with us. See the Compensation Discussion and Analysis for additional information regarding the 2012 restricted cash awards.
|
(2)
|
Reflects a grant of restricted common stock.
|
(3)
|
Reflects a grant of one-time LTIP units as further discussed above and 450,000 LTIP units that would vest only if a change in control occurs. The grant date fair value of these awards is based upon the probable outcome of the performance condition applicable to the awards as determined under applicable accounting rules.
|
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested (1) ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($)
|
||||
Scott D. Peters
|
|
100,000
|
|
(3)
|
990,000
|
|
|
1,450,000
|
|
|
14,355,000
|
|
Kellie S. Pruitt
|
|
60,000
|
|
(4)
|
594,000
|
|
|
225,000
|
|
|
2,227,500
|
|
Mark D. Engstrom
|
|
40,000
|
|
(4)
|
396,000
|
|
|
200,000
|
|
|
1,980,000
|
|
Amanda L. Houghton
|
|
40,000
|
|
(4)
|
396,000
|
|
|
195,000
|
|
|
1,930,500
|
|
(1)
|
For the purposes of this table the market value of unvested restricted common stock is based on the closing price of HTA’s Class A common stock on the NYSE as of December 31, 2012, which was $9.90.
|
(2)
|
Reflects one-time LTIP awards issued to executives in May 2012 in anticipation of the Listing on June 6, 2012. The vesting of these awards are contingent on reaching stock prices ranging from $10.75 to $13.00 within a 4-year period. In the case of Mr. Peters, the amount also includes 450,000 LTIP units eligible to vest only if a change in control occurs. The market value represents the maximum awards in units upon achievement of a $13.00 stock price plus the 450,000 units eligible to vest upon a change in control calculated using the closing price of HTA’s Class A common stock on the NYSE as of December 31, 2012, which was $9.90.
|
(3)
|
Reflects restricted shares of HTA’s common stock, which vest and become non-forfeitable in equal installments on each of December 24, 2013 and December 24, 2014, provided Mr. Peters is employed by us on each such vesting date.
|
(4)
|
Reflects restricted shares of HTA’s common stock, which vest and become non-forfeitable on December 24, 2015, provided the executive is employed by us on such vesting date.
|
|
|
Stock Awards
|
||||
Name
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting (3) ($)
|
||
Scott D. Peters
|
|
355,833
|
|
(1)
|
3,539,207
|
|
Kellie S. Pruitt
|
|
188,333
|
|
(2)
|
1,868,263
|
|
Mark D. Engstrom
|
|
193,333
|
|
(2)
|
1,917,863
|
|
Amanda L. Houghton
|
|
65,000
|
|
(2)
|
644,800
|
|
(1)
|
Reflects 25,000 shares that vested pursuant to the terms of Mr. Peters’ restricted stock grant on January 1, 2012, 25,000 shares that vested pursuant to the terms of Mr. Peters’ stock grant on January 3, 2011, 16,667 shares that vested pursuant to the terms of Mr. Peters’ restricted stock grant on May 24, 2010, 239,166 shares that vested pursuant to the Listing on June 6, 2012 and 50,000 shares that vested pursuant to the terms of Mr. Peters’ restricted stock grant on December 24, 2012.
|
(2)
|
Reflects restricted stock and restricted stock units that vested pursuant to the Listing on June 6, 2012.
|
(3)
|
The value realized for awards that vested prior to June 6, 2012 was determined based upon the price per share of HTA’s common stock offered in our initial and follow-on offerings ($10.00). The value realized for all awards vesting on June 6, 2012 and, thereafter, was based upon the closing price of HTA’s Class A common stock on the NYSE.
|
•
|
in the case of Mr. Peters, a lump sum severance payment equal to (a) the sum of (1) three times his then-current base salary plus (2) an amount equal to the average of the annual bonuses earned prior to the termination date, multiplied by (b) (1) if the date of termination occurs during the initial term, the greater of one, or the number of full calendar months remaining in the initial term, divided by 12, or (2) if the date of termination occurs during a renewal term after December 31, 2013, one; provided that in no event may the severance benefit be less than $3,000,000;
|
•
|
in the case of Mr. Engstrom and Ms. Pruitt, a lump sum severance payment equal to two times his or her then-current base salary;
|
•
|
in the case of Ms. Houghton, a lump sum severance payment equal to one year of her then-current base salary;
|
•
|
continued healthcare coverage under COBRA for 18 months in the case of Mr. Peters, or six months in the case of Mr. Engstrom and Ms. Pruitt with all premiums paid by us; and
|
•
|
for each named executive officer other than Ms. Houghton, immediate vesting of the executive's then-outstanding and unvested equity awards (other than the LTIP units).
|
Name
|
|
Termination for Cause or Resignation Without Good Reason ($)
|
|
Termination Without Cause or Resignation For Good Reason ($)
|
|
Death ($)
|
|
Disability ($)
|
||||
Scott D. Peters
|
|
|
|
|
|
|
|
|
||||
Cash Severance
|
|
—
|
|
|
3,600,000
|
|
(1)
|
—
|
|
|
—
|
|
Benefit Continuation (2)
|
|
—
|
|
|
27,166
|
|
|
—
|
|
|
27,166
|
|
Value of Unvested Equity Awards (3)
|
|
—
|
|
|
5,940,000
|
|
|
990,000
|
|
|
990,000
|
|
Total
|
|
—
|
|
|
9,567,166
|
|
|
990,000
|
|
|
1,017,166
|
|
Kellie S. Pruitt
|
|
|
|
|
|
|
|
|
||||
Cash Severance
|
|
—
|
|
|
600,000
|
|
(4)
|
—
|
|
|
—
|
|
Benefit Continuation (2)
|
|
—
|
|
|
9,055
|
|
|
—
|
|
|
9,055
|
|
Value of Unvested Equity Awards (3)
|
|
—
|
|
|
594,000
|
|
|
594,000
|
|
|
594,000
|
|
Total
|
|
—
|
|
|
1,203,055
|
|
|
594,000
|
|
|
603,055
|
|
Mark D. Engstrom
|
|
|
|
|
|
|
|
|
||||
Cash Severance
|
|
—
|
|
|
600,000
|
|
(4)
|
—
|
|
|
—
|
|
Benefit Continuation (2)
|
|
—
|
|
|
9,055
|
|
|
—
|
|
|
9,055
|
|
Value of Unvested Equity Awards (3)
|
|
—
|
|
|
396,000
|
|
|
396,000
|
|
|
396,000
|
|
Total
|
|
—
|
|
|
1,005,055
|
|
|
396,000
|
|
|
405,055
|
|
Amanda L. Houghton
|
|
|
|
|
|
|
|
|
||||
Cash Severance
|
|
—
|
|
|
250,000
|
|
(5)
|
—
|
|
|
—
|
|
Value of Unvested Equity Awards (3)
|
|
—
|
|
|
—
|
|
|
396,000
|
|
|
396,000
|
|
Total
|
|
—
|
|
|
250,000
|
|
|
396,000
|
|
|
396,000
|
|
(1)
|
Represents a lump sum cash severance payment calculated using the following formula (as discussed above): the sum of (1) three times his then-current base salary, and (2) an amount equal to the average of the annual bonuses earned prior to the termination date, multiplied by one (which represents the number of full calendar months remaining in the initial term of Mr. Peters’ employment agreement (12), divided by 12).
|
(2)
|
Represents company-paid COBRA for medical, dental and vision coverage based on 2012 rates for (1) 18 months in the case of Mr. Peters, or (2) six months in the case of Mr. Engstrom and Ms. Pruitt.
|
(3)
|
Represents the value of unvested equity awards that vest upon the designated event. Pursuant to the 2006 Incentive Plan, equity awards generally vest upon the executive’s termination of service with us due to death or disability or upon the executive’s termination by us without Cause or the executive’s resignation for Good Reason within one year after a change in control. In the case of Mr. Peters, this amount also includes 500,000 LTIP units that would vest upon a termination without cause or resignation for good reason, since the amount of vested LTIP units as of December 31, 2012 was zero. Awards of restricted stock and LTIP units are valued based upon the closing price of HTA’s common stock on the NYSE as of December 31, 2012, which was $9.90.
|
(4)
|
Represents a lump sum cash severance payment equal to two times the executive’s then-current base salary.
|
(5)
|
Represents a lump sum cash severance payment equal to the executive’s then-current base salary.
|
Name
|
|
Change in Control ($)
|
|
Scott D. Peters
|
|
|
|
Value of Unvested Equity Awards (1)
|
|
990,000
|
|
Value of LTIP Units (2)
|
|
4,455,000
|
|
Total
|
|
5,445,000
|
|
Kellie S. Pruitt
|
|
|
|
Value of Unvested Equity Awards (1)
|
|
594,000
|
|
Total
|
|
594,000
|
|
Mark D. Engstrom
|
|
|
|
Value of Unvested Equity Awards (1)
|
|
396,000
|
|
Total
|
|
396,000
|
|
Amanda L. Houghton
|
|
|
|
Value of Unvested Equity Awards (1)
|
|
396,000
|
|
Total
|
|
396,000
|
|
(1)
|
Represents the value of unvested awards of restricted stock, which are valued based upon the closing price of HTA’s common stock on the NYSE as of December 31, 2012, which was $9.90.
|
(2)
|
Represents the value of 450,000 unvested LTIP units granted to Mr. Peters in May 2012 that would vest only upon a change in control, which are valued based upon the closing price of HTA’s common stock on the NYSE as of December 31, 2012, which was $9.90.
|
Name
|
|
Fees Paid or Earned in Cash ($)
|
|
Stock Awards (1) ($)
|
|
All Other Compensation ($)
|
|
Total (2) ($)
|
||||
W. Bradley Blair, II
|
|
135,000
|
|
|
801,602
|
|
|
3,925
|
|
|
940,527
|
|
Maurice J. DeWald
|
|
129,500
|
|
|
801,602
|
|
|
3,925
|
|
|
935,027
|
|
Warren D. Fix
|
|
130,000
|
|
|
801,602
|
|
|
3,925
|
|
|
935,527
|
|
Larry L. Mathis
|
|
121,500
|
|
|
801,602
|
|
|
3,925
|
|
|
927,027
|
|
Gary T. Wescombe
|
|
129,500
|
|
|
801,602
|
|
|
3,925
|
|
|
935,027
|
|
(1)
|
Includes the aggregate grant date fair value of restricted stock awards granted to the independent Directors in 2012 of $74,100, determined in accordance with ASC 718. On July 9, 2012, each of the independent Directors received 7,500 shares of restricted stock and as of December 31, 2012, each of the independent Directors had 6,000 unvested shares of restricted stock. Also includes the aggregate grant date fair value of LTIP units granted to the independent Directors in 2012 of $727,502, determined in accordance with ASC 718. With the assistance of our independent valuation specialists, Equity Methods, we utilized a Monte Carlo simulation to calculate the grant date fair value of the awards of $5.39 per award. For more information regarding the grant date fair value of awards of restricted stock and LTIP units, see Note 12, Stockholders’ Equity, of the Company’s financial statements filed with the SEC as part of HTA’s Annual Report on Form 10-K for the year ended December 31, 2012.
|
(2)
|
Given the one-time nature of the LTIP award, the table below shows the total annual compensation of our Directors, excluding the one-time award in order to provide our stockholders with a more complete picture of normalized annual compensation for our Directors for 2012.
|
Name
|
|
Total Compensation as Reported ($)
|
|
Less One-Time LTIP Awards ($)
|
|
Total Compensation Excluding One-Time Award ($)
|
|||
W. Bradley Blair, II
|
|
940,527
|
|
|
727,502
|
|
|
213,025
|
|
Maurice J. DeWald
|
|
935,027
|
|
|
727,502
|
|
|
207,525
|
|
Warren D. Fix
|
|
935,527
|
|
|
727,502
|
|
|
208,025
|
|
Larry L. Mathis
|
|
927,027
|
|
|
727,502
|
|
|
199,525
|
|
Gary T. Wescombe
|
|
935,027
|
|
|
727,502
|
|
|
207,525
|
|
Plan Category (1)
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (2)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
|||
Equity compensation plans approved by security holders
|
|
412,000
|
|
|
—
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
2,488,000
|
|
|
—
|
|
|
5,512,000
|
|
Total
|
|
2,900,000
|
|
|
—
|
|
|
5,512,000
|
|
(1)
|
The 2006 Incentive Plan was initially approved by HTA’s stockholders. In February 2011, the Board approved an increase in the shares that may be issued under the plan from 2,000,000 to 10,000,000. This increase was not approved by stockholders. Accordingly, the shares under the 2006 Incentive Plan that were approved by stockholders are reflected in the table above under “Equity compensation plans approved by security holders,” and the remaining shares under the plan are reflected in the table above under “Equity compensation plans not approved by security holders.”
|
(2)
|
Does not include 376,500 outstanding restricted shares granted under the 2006 Incentive Plan.
|
•
|
options to purchase shares of HTA’s common stock;
|
•
|
stock appreciation rights, which give the holder the right to receive the difference between the fair market value per share on the date of exercise over the grant price;
|
•
|
performance awards, which are payable in cash or stock upon the attainment of specified performance goals;
|
•
|
restricted stock, which is subject to restrictions on transferability and other restrictions set by the committee;
|
•
|
restricted stock units, which give the holder the right to receive shares of HTA’s common stock, or the equivalent value in cash or other property, in the future;
|
•
|
deferred stock units, which give the holder the right to receive shares of HTA’s common stock, or the equivalent value in cash or other property, at a future time;
|
•
|
dividend equivalents, which entitle the participant to payments equal to any dividends paid on the shares of HTA’s common stock underlying an award; and/or
|
•
|
other stock based awards in the discretion of the plan administrator, including unrestricted stock grants and units of HTALP.
|
•
|
We will not purchase or lease any asset (including any property) in which any of
HTA
’s directors or our officers or any of their affiliates has an interest without a determination by a majority of
HTA
’s directors, including a majority of
HTA
’s independent directors, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to such director or directors or officer or officers or any such affiliate, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such asset at an amount in excess of its appraised value.
|
•
|
We will not sell or lease assets to any of
HTA
’s directors or our officers or any of their affiliates unless a majority of
HTA
’s directors, including a majority of
HTA
’s independent directors, not otherwise interested in the transaction determine the transaction is fair and reasonable to us, which determination will be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of
HTA
’s independent directors.
|
•
|
We will not make any loans to any of
HTA
’s directors or our officers or any of their affiliates (other than loans to our wholly owned subsidiaries). In addition, any loans made to us by
HTA
’s directors or our officers or any of their affiliates must be approved by a majority of
HTA
’s directors, including a majority of
HTA
’s independent directors, not otherwise interested in the transaction as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
||||||||
Name and Address of Beneficial Owner*
|
|
Amount and Nature of Beneficial Ownership (1) (2)
|
|
Percent of Class
|
|
Amount and Nature of Beneficial Ownership (1)
|
|
Percent of Class
|
||||
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
||||
Scott D. Peters
|
|
1,744,783
|
|
|
**
|
|
|
130,000
|
|
|
**
|
|
Kellie S. Pruitt
|
|
385,279
|
|
|
**
|
|
|
30,865
|
|
|
**
|
|
Mark D. Engstrom
|
|
343,838
|
|
|
**
|
|
|
34,252
|
|
|
**
|
|
Amanda L. Houghton
|
|
259,223
|
|
|
**
|
|
|
9,514
|
|
|
**
|
|
W. Bradley Blair, II
|
|
199,020
|
|
|
**
|
|
|
7,500
|
|
|
**
|
|
Maurice J. DeWald
|
|
190,020
|
|
|
**
|
|
|
7,500
|
|
|
**
|
|
Warren D. Fix
|
|
198,067
|
|
|
**
|
|
|
9,182
|
|
|
**
|
|
Larry L. Mathis
|
|
197,163
|
|
|
**
|
|
|
8,881
|
|
|
**
|
|
Gary T. Wescombe
|
|
228,020
|
|
|
**
|
|
|
7,500
|
|
|
**
|
|
Directors and executive officers as a group (9 persons)
|
|
3,745,413
|
|
|
2.1
|
%
|
|
245,194
|
|
|
**
|
|
Other Stockholders:
|
|
|
|
|
|
|
|
|
||||
The Vanguard Group Inc. (3)
100 Vanguard Blvd.
Malvern, PA 19355
|
|
10,483,152
|
|
|
5.9
|
%
|
|
—
|
|
|
—
|
%
|
*
|
Unless otherwise indicated, the address is c/o HTA, 16435 North Scottsdale Road, Suite 320, Scottsdale, Arizona, 85254.
|
**
|
Represents less than 1% of our outstanding Class A common stock or Class B common stock, as applicable.
|
(1)
|
Beneficial ownership includes outstanding shares and shares which are not outstanding that any person has the right to acquire within 60 days after the date of this table. However, any such shares which are not outstanding are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investing power with respect to all shares beneficially owned by them.
|
(2)
|
Amount includes vested LTIP units as of
August 26, 2013
, which are convertible into shares of Class A common stock as follows:
972,000
for Mr. Peters,
219,680
for Ms. Pruitt,
196,080
for Mr. Engstrom,
189,680
for Ms. Houghton and
130,520
for each of Mr. Blair, Mr. DeWald, Mr. Fix, Mr. Mathis and Mr. Wescombe. The future vesting of the unvested LTIP units is unknown at this time as the vesting is based on the future performance of our stock.
|
(3)
|
Based solely on the information in Schedule 13G, dated April 9, 2013, filed by The Vanguard Group, Inc., or Vanguard, with the SEC, with respect to HTA reporting beneficial ownership as of March 31, 2013. The report states that Vanguard has sole voting power over 25,061 shares, sole dispositive power over 10,460,891 shares and shared dispositive power over 22,261 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 22,261 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 2,800 shares as a result of its serving as investment manager of Australian investment offerings.
|
•
|
issue or register the transfer or exchange of any Note during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing; or
|
•
|
register the transfer or exchange of any Note so selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part.
|
•
|
we or Healthcare Trust of America, Inc., as the case may be, shall be the continuing entity, or the successor entity (if other than us or Healthcare Trust of America, Inc., as the case may be) formed by or resulting from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in the indenture;
|
•
|
immediately after giving effect to the transaction, no Event of Default under the indenture, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and
|
•
|
default in the payment of the principal amount or redemption price due with respect to the Notes, when the same becomes due and payable; provided, however, that a valid extension of the maturity of the Notes in accordance with the terms of the indenture shall not constitute a default in the payment of principal;
|
•
|
our failure to comply with any of our other agreements in the Notes or the indenture upon receipt by us of notice of such default by the trustee or by holders of not less than
25%
in aggregate principal amount of the Notes then outstanding and our failure to cure (or obtain a waiver of) such default within 90 days after we receive such notice;
|
•
|
failure to pay any indebtedness for money borrowed by us, Healthcare Trust of America, Inc. or any of our Significant Subsidiaries in an outstanding principal amount in excess of
$35.0 million
at final maturity or upon acceleration after the expiration of any applicable grace period, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within 30 days after written notice to us from the trustee (or to us and the trustee from holders of at least
25%
in principal amount of the outstanding Notes); or
|
•
|
certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us, Healthcare Trust of America, Inc. or any of our Significant Subsidiaries or any substantial part of their respective property.
|
•
|
in the payment of the principal of or interest on the Notes, unless such default has been cured and we or Healthcare Trust of America, Inc. shall have deposited with the trustee all required payments of the principal of and interest on the Notes; or
|
•
|
in respect of a covenant or provision contained in the indenture that cannot be modified or amended without the consent of the holder of each outstanding Note affected thereby.
|
•
|
the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and additional interest, if any, on, such Notes when such payments are due from the trust funds referred to below;
|
•
|
our obligations with respect to such Notes concerning exchange and registration of transfer of Notes, mutilated, destroyed, lost or stolen Notes, issuing temporary Notes, and the maintenance of an office or agency for payment and money for security payments held in trust;
|
•
|
the rights, powers, trust, duties, and immunities of the trustee, and our and Healthcare Trust of America, Inc.’s obligations in connection therewith; and
|
•
|
the Legal Defeasance provisions of the indenture.
|
•
|
we must irrevocably deposit with the trustee, in trust, for the benefit of the holders, cash in U.S. dollars, non-callable government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and additional interest, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the redemption date of the Notes, as they case may be, and we must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;
|
•
|
we have received from, or there has been published by the Internal Revenue Service a ruling, or since the date of the indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
|
•
|
in the case of Covenant Defeasance, we must deliver to the trustee an opinion of counsel confirming that the holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
•
|
no default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness being defeased, discharged or replaced), and the granting of liens to secure such borrowings);
|
•
|
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which we or Healthcare Trust of America, Inc. is a party or by which we or Healthcare Trust of America, Inc. is bound;
|
•
|
we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of the Notes over our other creditors with the intent of defeating, hindering, delaying or defrauding any of our creditors or others; and
|
•
|
we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
|
•
|
all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to us) have been delivered to the trustee for cancellation; or
|
•
|
all Notes not theretofore delivered to the trustee for cancellation (1) have become due and payable or (2) are to be called for redemption under arrangements reasonably satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of us, and we, in the case of clause (1) or (2) above, have irrevocably deposited or caused to be irrevocably deposited with the trustee or the paying agent (other than us or any of our affiliates), as applicable, as trust funds in trust cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the maturity date or redemption date, as the case may be; provided, however, that there shall not exist, on the date of such deposit, a default or Event of Default; provided, further, that such deposit shall not result in a breach or violation of, or constitute a default under, the indenture or any other agreement or instrument to which we are a party or to which we are bound;
|
•
|
we have paid or caused to be paid all other sums payable under the indenture by us; and
|
•
|
we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for in the indenture relating to the satisfaction and discharge of the indenture have been complied with.
|
•
|
change the stated maturity of the principal of or any installment of interest on the Notes issued under such indenture, reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes;
|
•
|
reduce the above-stated percentage of outstanding Notes necessary to modify or amend the indenture, to waive compliance with certain provisions thereof or certain defaults and consequences thereunder or to reduce the quorum or change voting requirements set forth in the indenture;
|
•
|
modify or affect in any manner adverse to the holders the terms and conditions of our obligations in respect of the payment of principal and interest; or
|
•
|
modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the holders of the Notes.
|
•
|
to evidence a successor to us as obligor or Healthcare Trust of America, Inc. as guarantor under the indenture;
|
•
|
to add to our covenants or those of Healthcare Trust of America, Inc. for the benefit of the holders of the Notes or to surrender any right or power conferred upon us or Healthcare Trust of America, Inc. in the indenture;
|
•
|
to add Events of Default for the benefit of the holders of the Notes;
|
•
|
to amend or supplement any provisions of the indenture; provided, that no amendment or supplement shall materially adversely affect the interests of the holders of any Notes then outstanding;
|
•
|
to secure the Notes;
|
•
|
to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;
|
•
|
to provide for rights of holders of the Notes if any consolidation, merger or sale of all or substantially all of our property or assets occurs;
|
•
|
to cure any ambiguity, defect or inconsistency in the indenture; provided, that this action shall not adversely affect the interests of holders of the Notes in any material respect;
|
•
|
to provide for the issuance of additional Notes in accordance with the limitations set forth in the indenture;
|
•
|
to supplement any of the provisions of the indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of the Notes; provided, that the action shall not adversely affect the interests of the holders of the Notes in any material respect; or
|
•
|
to conform the text of the indenture, any guarantee or the Notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, such guarantee or the Notes.
|
(1)
|
any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Note or for maintaining, supervising or reviewing any of DTC’s records or any Participant's or Indirect Participant’s records relating to the beneficial ownership interests in the Global Note; or
|
(2)
|
any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
|
(1)
|
DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary;
|
(2)
|
we, at our option, notify the trustee in writing that we elect to cause the issuance of the Certificated Notes; or
|
(3)
|
upon request from DTC if there has occurred and is continuing a default or Event of Default with respect to the Notes.
|
•
|
ensure that
HTALP
will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code of 1986, as amended (the “Code”), which classification could result in us being taxed as a corporation, rather than as a partnership.
|
•
|
adversely affect
HTA
’s ability to qualify as a REIT under the Code or subject
HTA
to any additional taxes under Section 857 or Section 4981 of the Code;
|
•
|
cause
HTA
to own
10%
or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code;
|
•
|
in the case of
HTA
, as general partner, and the limited partners,
HTA
’s or the limited partners’ fraud, willful misconduct or gross negligence;
|
•
|
in the case of
HTA
’s directors, officers and employees (other than its independent directors), such person’s negligence or misconduct; or
|
•
|
holding the Exchange Notes as part of a hedge, straddle, conversion, integrated or other risk reduction or constructive sale transaction;
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons that have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
|
•
|
the Non-U.S. Holder does not, directly or indirectly, actually or constructively own
10%
or more of our capital or profits;
|
•
|
the Non-U.S. Holder is not a controlled foreign corporation for U.S. federal income tax purposes that is related to us (within the meaning of Section 864(d)(4) of the Code);
|
•
|
the Non-U.S. Holder is not a bank described in Section 881(c)(3)(A) of the Code;
|
•
|
the Non-U.S. Holder is not a foreign tax-exempt organization or a foreign private foundation for U.S. federal income tax purposes; and
|
•
|
such holder properly certifies on IRS Form W-8BEN or a successor form, under penalties of perjury, that such holder is not a U.S. person and certain other requirements are met.
|
•
|
IRS Form W-8BEN (or successor form) claiming, under penalties of perjury, an exemption from, or reduction in, withholding tax under an applicable treaty, or
|
•
|
IRS Form W-8ECI (or successor form) stating that interest paid on the Exchange Note is not subject to withholding tax because it is effectively connected with a U.S. trade or business of the beneficial owner (in which case such interest will be subject to U.S. federal income tax on a net basis as described below).
|
•
|
a foreign person 50 percent or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment was effectively connected with a U.S. trade or business, or
|
•
|
HTA
’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2012
filed with the SEC on
March 1, 2013
;
|
•
|
HTA
’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2013 and June 30, 2013 filed with the SEC on May 8, 2013 and August 2, 2013, respectively;
|
•
|
HTA
’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 30, 2013;
|
•
|
HTA
’s Current Reports on Form 8-K or Form 8-K/A, as applicable, filed with the SEC on December 21, 2012, January 4, 2013, January 7, 2013, January 22, 2013, March 12, 2013, March 13, 2013, March 27, 2013, March 28, 2013, April 30, 2013 and August 2, 2013;
|
•
|
the description of
HTA
’s Class A common stock contained in
HTA
’s Registration Statement on Form 8-A (File No. 001-35568) filed with the SEC on June 5, 2012; and
|
•
|
all documents filed by
HTA
and
HTALP
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the end of any offering of the securities made under the registration statement of which this prospectus forms a part.
|
|
Page
|
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
182,313
|
|
|
$
|
183,651
|
|
Building and improvements
|
|
2,102,743
|
|
|
2,044,113
|
|
||
Lease intangibles
|
|
360,937
|
|
|
352,884
|
|
||
Property held for sale, net
|
|
21,138
|
|
|
—
|
|
||
|
|
2,667,131
|
|
|
2,580,648
|
|
||
Accumulated depreciation and amortization
|
|
(392,102
|
)
|
|
(349,118
|
)
|
||
Real estate investments, net
|
|
2,275,029
|
|
|
2,231,530
|
|
||
Real estate notes receivable, net
|
|
20,000
|
|
|
20,000
|
|
||
Cash and cash equivalents
|
|
120,871
|
|
|
15,956
|
|
||
Restricted cash and escrow deposits
|
|
18,268
|
|
|
17,623
|
|
||
Receivables and other assets, net
|
|
97,289
|
|
|
84,970
|
|
||
Other intangibles, net
|
|
42,237
|
|
|
44,011
|
|
||
Non-real estate assets of property held for sale, net
|
|
1,059
|
|
|
—
|
|
||
Total assets
|
|
$
|
2,574,753
|
|
|
$
|
2,414,090
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt, net
|
|
$
|
1,114,204
|
|
|
$
|
1,037,359
|
|
Accounts payable and accrued liabilities
|
|
71,661
|
|
|
63,443
|
|
||
Derivative financial instruments - interest rate swaps
|
|
2,065
|
|
|
9,370
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
28,966
|
|
|
24,450
|
|
||
Intangible liabilities, net
|
|
10,823
|
|
|
11,309
|
|
||
Total liabilities
|
|
1,227,719
|
|
|
1,145,931
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|||
Redeemable noncontrolling interest of limited partners
|
|
1,844
|
|
|
1,960
|
|
||
Partners’ Capital:
|
|
|
|
|
||||
Limited partners’ capital, 3,055,718 units issued and outstanding as of June 30, 2013 and December 31, 2012
|
|
14,403
|
|
|
11,663
|
|
||
General partners’ capital, 226,079,083 and 214,652,641 units issued and outstanding as of June 30, 2013 and December 31, 2012, respectively
|
|
1,330,787
|
|
|
1,254,536
|
|
||
Total partners’ capital
|
|
1,345,190
|
|
|
1,266,199
|
|
||
Total liabilities and partners’ capital
|
|
$
|
2,574,753
|
|
|
$
|
2,414,090
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Revenues:
|
|
|
|
|
||||
Rental income
|
|
$
|
152,432
|
|
|
$
|
143,757
|
|
Interest income from real estate notes receivable and other income
|
|
1,239
|
|
|
2,616
|
|
||
Total revenues
|
|
153,671
|
|
|
146,373
|
|
||
Expenses:
|
|
|
|
|
||||
Rental
|
|
46,461
|
|
|
47,294
|
|
||
General and administrative
|
|
12,665
|
|
|
10,915
|
|
||
Non-traded REIT
|
|
—
|
|
|
3,847
|
|
||
Acquisition-related
|
|
1,683
|
|
|
5,292
|
|
||
Depreciation and amortization
|
|
57,973
|
|
|
57,863
|
|
||
Listing
|
|
4,405
|
|
|
12,544
|
|
||
Total expenses
|
|
123,187
|
|
|
137,755
|
|
||
Income before other income (expense)
|
|
30,484
|
|
|
8,618
|
|
||
Other income (expense):
|
|
|
|
|
||||
Interest expense:
|
|
|
|
|
||||
Interest related to debt
|
|
(23,397
|
)
|
|
(20,476
|
)
|
||
Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
|
|
8,167
|
|
|
(6,234
|
)
|
||
Debt extinguishment costs
|
|
—
|
|
|
(1,886
|
)
|
||
Other income
|
|
18
|
|
|
91
|
|
||
Income (loss) from continuing operations
|
|
15,272
|
|
|
(19,887
|
)
|
||
Income from discontinued operations
|
|
345
|
|
|
267
|
|
||
Net income (loss)
|
|
$
|
15,617
|
|
|
$
|
(19,620
|
)
|
Net (income) loss attributable to noncontrolling interests
|
|
(30
|
)
|
|
(8
|
)
|
||
Net income (loss) attributable to controlling interest
|
|
$
|
15,587
|
|
|
$
|
(19,628
|
)
|
Earnings (losses) per unit attributable to controlling interest - basic:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Discontinued operations
|
|
0.00
|
|
|
0.00
|
|
||
Net income (loss)
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Earnings (losses) per unit attributable to controlling interest - diluted:
|
|
|
|
|
||||
Continuing operations
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Discontinued operations
|
|
0.00
|
|
|
0.00
|
|
||
Net income (loss)
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Weighted average number of units outstanding:
|
|
|
|
|
||||
Basic
|
|
224,436
|
|
|
230,029
|
|
||
Diluted
|
|
224,436
|
|
|
230,029
|
|
||
Distributions declared per common unit
|
|
$
|
0.29
|
|
|
$
|
0.35
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2011
|
228,491
|
|
|
$
|
1,567,510
|
|
|
156
|
|
|
$
|
1,417
|
|
|
$
|
1,568,927
|
|
Issuance of units under the DRIP
|
3,362
|
|
|
31,916
|
|
|
—
|
|
|
—
|
|
|
31,916
|
|
|||
Redemptions of general partner units
|
(3,070
|
)
|
|
(31,935
|
)
|
|
—
|
|
|
—
|
|
|
(31,935
|
)
|
|||
Share-based award transactions, net
|
626
|
|
|
6,190
|
|
|
2,875
|
|
|
1,457
|
|
|
7,647
|
|
|||
Distributions
|
—
|
|
|
(80,272
|
)
|
|
—
|
|
|
(55
|
)
|
|
(80,327
|
)
|
|||
Net income (loss) attributable to controlling interest
|
—
|
|
|
(19,636
|
)
|
|
—
|
|
|
8
|
|
|
(19,628
|
)
|
|||
Balance as of June 30, 2012
|
229,409
|
|
|
$
|
1,473,773
|
|
|
3,031
|
|
|
$
|
2,827
|
|
|
$
|
1,476,600
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2012
|
214,652
|
|
|
$
|
1,254,536
|
|
|
3,056
|
|
|
$
|
11,663
|
|
|
$
|
1,266,199
|
|
Issuance of general partner units
|
11,043
|
|
|
124,397
|
|
|
—
|
|
|
—
|
|
|
124,397
|
|
|||
Redemptions of general partner units
|
(27
|
)
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
(272
|
)
|
|||
Share-based award transactions, net
|
411
|
|
|
1,486
|
|
|
—
|
|
|
3,177
|
|
|
4,663
|
|
|||
Distributions
|
—
|
|
|
(64,735
|
)
|
|
—
|
|
|
(649
|
)
|
|
(65,384
|
)
|
|||
Net income (loss) attributable to controlling interest
|
—
|
|
|
15,375
|
|
|
—
|
|
|
212
|
|
|
15,587
|
|
|||
Balance as of June 30, 2013
|
226,079
|
|
|
$
|
1,330,787
|
|
|
3,056
|
|
|
$
|
14,403
|
|
|
$
|
1,345,190
|
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
15,617
|
|
|
$
|
(19,620
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and other
|
57,577
|
|
|
56,966
|
|
||
Share-based compensation expense
|
4,663
|
|
|
7,647
|
|
||
Bad debt expense
|
10
|
|
|
476
|
|
||
Change in fair value of derivative financial instruments
|
(10,528
|
)
|
|
5,295
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables and other assets
|
(4,497
|
)
|
|
(4,122
|
)
|
||
Accounts payable and accrued liabilities
|
4,892
|
|
|
1,297
|
|
||
Security deposits, prepaid rent and other liabilities
|
4,084
|
|
|
(78
|
)
|
||
Net cash provided by operating activities
|
71,818
|
|
|
47,861
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of real estate operating properties and other assets
|
(94,139
|
)
|
|
(213,900
|
)
|
||
Capital expenditures
|
(6,110
|
)
|
|
(12,349
|
)
|
||
Restricted cash, escrow deposits and notes receivable
|
(645
|
)
|
|
(511
|
)
|
||
Release of restricted cash
|
—
|
|
|
580
|
|
||
Real estate deposits paid
|
—
|
|
|
(2,810
|
)
|
||
Real estate deposits used
|
—
|
|
|
3,800
|
|
||
Net cash used in investing activities
|
(100,894
|
)
|
|
(225,190
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from unsecured senior notes
|
297,558
|
|
|
—
|
|
||
Borrowings on unsecured revolving credit facility
|
103,000
|
|
|
268,000
|
|
||
Payments on unsecured revolving credit facility
|
(175,000
|
)
|
|
(268,000
|
)
|
||
Borrowings on unsecured term loans
|
—
|
|
|
300,000
|
|
||
Payments on secured real estate term loan and mortgage loans
|
(148,672
|
)
|
|
(79,774
|
)
|
||
Deferred financing costs
|
(3,011
|
)
|
|
(4,934
|
)
|
||
Derivative financial instrument termination payments
|
(1,195
|
)
|
|
—
|
|
||
Security deposits
|
—
|
|
|
193
|
|
||
Proceeds from issuance of general partner units, net
|
125,584
|
|
|
—
|
|
||
Repurchase of general partner units
|
(272
|
)
|
|
(31,935
|
)
|
||
Distributions to general partner
|
(63,098
|
)
|
|
(51,237
|
)
|
||
Payment on earnout liability
|
(92
|
)
|
|
(328
|
)
|
||
Distributions to limited partners and redeemable noncontrolling interest
|
(811
|
)
|
|
(170
|
)
|
||
Net cash provided by financing activities
|
133,991
|
|
|
131,815
|
|
||
Net change in cash and cash equivalents
|
104,915
|
|
|
(45,514
|
)
|
||
Cash and cash equivalents - beginning of period
|
15,956
|
|
|
69,491
|
|
||
Cash and cash equivalents - end of period
|
$
|
120,871
|
|
|
$
|
23,977
|
|
|
|
Total
|
||
Land
|
|
$
|
3,772
|
|
Building and improvements
|
|
72,235
|
|
|
Above market leases
|
|
77
|
|
|
In place leases
|
|
12,288
|
|
|
Tenant relationships
|
|
6,063
|
|
|
Below market leases
|
|
(296
|
)
|
|
Aggregate purchase price
|
|
$
|
94,139
|
|
•
|
On
March 11, 2013
, we completed the acquisition of a medical office building located in Dallas, Texas for
$48.7 million
.
|
•
|
On
March 22, 2013
, we completed the acquisition of a medical office building located in Bryan - College Station, Texas for
$39.8 million
.
|
•
|
On
June 18, 2013
, we completed the acquisition of a medical office building located in Atlanta, Georgia for
$5.6 million
.
|
•
|
On
July 12, 2013
, we completed the acquisition of a medical office property located in Monroeville, Pennsylvania for
$15.1 million
.
|
•
|
On
July 29, 2013
, we completed the acquisition of a medical office building located in Denver, Colorado for
$42.0 million
.
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Real estate notes receivable
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
June 30, 2013
|
|
December 31, 2012
|
|
|
||||||||
|
Balance
|
|
Weighted Average Remaining Amortization Period in Years
|
|
Balance
|
|
Weighted Average Remaining Amortization Period in Years
|
|
Balance Sheet Classification
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||
In place leases
|
$
|
180,262
|
|
|
9.3
|
|
$
|
174,615
|
|
|
9.7
|
|
Lease intangibles
|
Tenant relationships
|
180,675
|
|
|
11.2
|
|
178,269
|
|
|
11.6
|
|
Lease intangibles
|
||
Above market leases
|
24,719
|
|
|
6.6
|
|
25,387
|
|
|
6.9
|
|
Other intangibles, net
|
||
Below market leasehold interests
|
30,587
|
|
|
69.0
|
|
30,587
|
|
|
69.4
|
|
Other intangibles, net
|
||
|
416,243
|
|
|
|
|
408,858
|
|
|
|
|
|
||
Accumulated amortization
|
(137,595
|
)
|
|
|
|
(125,924
|
)
|
|
|
|
|
||
Total
|
$
|
278,648
|
|
|
|
|
$
|
282,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||
Below market leases
|
$
|
12,841
|
|
|
13.8
|
|
$
|
12,823
|
|
|
13.7
|
|
Intangible liabilities, net
|
Above market leasehold interests
|
3,827
|
|
|
33.6
|
|
3,827
|
|
|
34.0
|
|
Intangible liabilities, net
|
||
|
16,668
|
|
|
|
|
16,650
|
|
|
|
|
|
||
Accumulated amortization
|
(5,845
|
)
|
|
|
|
(5,341
|
)
|
|
|
|
|
||
Total
|
$
|
10,823
|
|
|
|
|
$
|
11,309
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Amortization recorded against rental income related to above or below market leases
|
$
|
881
|
|
|
$
|
715
|
|
Rental expense related to above or below market leasehold interests
|
189
|
|
|
307
|
|
||
Amortization expense related to in place leases and tenant relationships
|
19,957
|
|
|
21,446
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Accounts and other receivables, net
|
$
|
17,217
|
|
|
$
|
13,317
|
|
Tenant note receivable
|
3,231
|
|
|
3,287
|
|
||
Deferred financing costs, net
|
11,888
|
|
|
11,006
|
|
||
Deferred leasing costs, net
|
11,912
|
|
|
10,554
|
|
||
Lease inducements, net
|
751
|
|
|
880
|
|
||
Straight-line rent receivables, net
|
42,862
|
|
|
39,095
|
|
||
Prepaid expenses, deposits, equipment and other
|
5,010
|
|
|
6,831
|
|
||
Derivative financial instruments - interest rate swaps
|
4,418
|
|
|
—
|
|
||
Total
|
$
|
97,289
|
|
|
$
|
84,970
|
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Amortization expense related to deferred leasing costs
|
$
|
1,158
|
|
|
$
|
868
|
|
Interest expense related to deferred financing costs
|
2,225
|
|
|
2,091
|
|
||
Amortization recorded against rental income related to lease inducements
|
100
|
|
|
166
|
|
|
|
June 30, 2013
|
||
Land
|
|
$
|
5,109
|
|
Building and improvements, net
|
|
15,181
|
|
|
Lease intangibles, net
|
|
848
|
|
|
Property held for sale, net
|
|
$
|
21,138
|
|
|
|
|
||
Receivables and other assets, net
|
|
$
|
1,059
|
|
Non-real estate assets of property held for sale, net
|
|
$
|
1,059
|
|
|
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
$
|
131
|
|
Security deposits, prepaid rent and other liabilities
|
|
$
|
131
|
|
|
|
Six Month Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Revenues:
|
|
|
|
|
||||
Rental income
|
|
$
|
814
|
|
|
$
|
1,131
|
|
Expenses:
|
|
|
|
|
||||
Rental
|
|
137
|
|
|
151
|
|
||
Depreciation and amortization
|
|
171
|
|
|
458
|
|
||
Total expenses
|
|
308
|
|
|
609
|
|
||
Income before other income (expense)
|
|
506
|
|
|
522
|
|
||
Other income (expense):
|
|
|
|
|
||||
Interest expense related to debt
|
|
(161
|
)
|
|
(255
|
)
|
||
Income from discontinued operations
|
|
$
|
345
|
|
|
$
|
267
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
Unsecured revolving credit facility
|
|
$
|
—
|
|
|
$
|
72,000
|
|
Unsecured term loans
|
|
455,000
|
|
|
455,000
|
|
||
Unsecured senior notes
|
|
300,000
|
|
|
—
|
|
||
Fixed rate mortgages
|
|
359,284
|
|
|
382,456
|
|
||
Secured real estate term loan
|
|
—
|
|
|
125,500
|
|
||
|
|
1,114,284
|
|
|
1,034,956
|
|
||
Net (discount) premium
|
|
(80
|
)
|
|
2,403
|
|
||
Total
|
|
$
|
1,114,204
|
|
|
$
|
1,037,359
|
|
Year
|
|
Amount
|
||
2013
|
|
$
|
8,235
|
|
2014
|
|
6,392
|
|
|
2015
|
|
72,625
|
|
|
2016
|
|
404,696
|
|
|
2017
|
|
99,963
|
|
|
Thereafter
|
|
522,373
|
|
|
Total
|
|
$
|
1,114,284
|
|
Notional Amount
|
|
|
Index
|
|
Rate
|
|
Fair Value
|
|
Instrument
|
|
Maturity
|
||||
$
|
200,000
|
|
|
LIBOR
|
|
1.23
|
%
|
|
$
|
(1,628
|
)
|
|
Swap
|
|
3/29/2017
|
100,000
|
|
|
LIBOR
|
|
0.86
|
|
|
(437
|
)
|
|
Swap
|
|
6/15/2016
|
||
50,000
|
|
|
LIBOR
|
|
1.39
|
|
|
1,117
|
|
|
Swap
|
|
7/17/2019
|
||
105,000
|
|
|
LIBOR
|
|
1.24
|
|
|
3,301
|
|
|
Swap
|
|
7/17/2019
|
Notional Amount
|
|
|
Index
|
|
Rate
|
|
Fair Value
|
|
Instrument
|
|
Maturity
|
||||
$
|
17,304
|
|
(a)
|
LIBOR
|
|
3.79
|
%
|
|
$
|
(459
|
)
|
|
Swap
|
|
9/28/2013
|
75,000
|
|
(a)
|
LIBOR
|
|
1.07
|
|
|
(659
|
)
|
|
Swap
|
|
12/31/2013
|
||
200,000
|
|
|
LIBOR
|
|
1.23
|
|
|
(5,180
|
)
|
|
Swap
|
|
3/29/2017
|
||
100,000
|
|
|
LIBOR
|
|
0.86
|
|
|
(1,310
|
)
|
|
Swap
|
|
6/15/2016
|
||
50,000
|
|
|
LIBOR
|
|
1.39
|
|
|
(909
|
)
|
|
Swap
|
|
7/17/2019
|
||
105,000
|
|
|
LIBOR
|
|
1.24
|
|
|
(853
|
)
|
|
Swap
|
|
7/17/2019
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Gross Amounts
|
|
Amounts Subject to Enforceable Master Netting Arrangements
|
|
Net Amounts
|
|
Gross Amounts
|
|
Amounts Subject to Enforceable Master Netting Arrangements
|
|
Net Amounts
|
||||||||||||
Asset derivatives
|
$
|
4,418
|
|
|
$
|
(1,628
|
)
|
|
$
|
2,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability derivatives
|
2,065
|
|
|
(1,628
|
)
|
|
437
|
|
|
9,370
|
|
|
—
|
|
|
9,370
|
|
Derivatives Not Designated as Hedging Instruments:
|
|
Location of (Loss) Gain
Recognized
|
|
Six Months Ended June 30,
|
||||||
2013
|
|
2012
|
||||||||
Interest rate swaps
|
|
Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
|
|
$
|
10,528
|
|
|
$
|
(5,206
|
)
|
Interest rate cap
|
|
Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
|
|
—
|
|
|
(89
|
)
|
|
LTIP Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance as of December 31, 2012
|
2,900,000
|
|
|
$
|
6.25
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(2,380,700
|
)
|
|
5.56
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Balance as of June 30, 2013
|
519,300
|
|
|
$
|
9.41
|
|
|
Restricted
Common
Stock/Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance as of December 31, 2012
|
376,500
|
|
|
$
|
9.98
|
|
Granted
|
410,500
|
|
|
10.51
|
|
|
Vested
|
(62,500
|
)
|
|
10.03
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Balance as of June 30, 2013
|
724,500
|
|
|
$
|
10.28
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1 )
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
4,418
|
|
|
$
|
—
|
|
|
$
|
4,418
|
|
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
4,418
|
|
|
$
|
—
|
|
|
$
|
4,418
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
(2,065
|
)
|
|
$
|
—
|
|
|
$
|
(2,065
|
)
|
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
(2,065
|
)
|
|
$
|
—
|
|
|
$
|
(2,065
|
)
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1 )
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Fair Value Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Real estate notes receivable
|
2
|
|
$
|
20,000
|
|
|
$
|
20,509
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
Tenant note receivable
|
2
|
|
3,231
|
|
|
3,151
|
|
|
3,287
|
|
|
3,337
|
|
||||
Debt, net
|
2
|
|
1,114,204
|
|
|
1,140,535
|
|
|
1,037,359
|
|
|
1,087,168
|
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Numerator:
|
|
|
|
||||
Income (loss) from continuing operations attributable to controlling interest
|
$
|
15,242
|
|
|
$
|
(19,895
|
)
|
Discontinued operations
|
345
|
|
|
267
|
|
||
Net income (loss) attributable to controlling interest
|
$
|
15,587
|
|
|
$
|
(19,628
|
)
|
Denominator:
|
|
|
|
||||
Weighted average number of units outstanding — basic
|
224,436
|
|
|
230,029
|
|
||
Dilutive units
|
—
|
|
|
—
|
|
||
Weighted average number of units outstanding — diluted
|
224,436
|
|
|
230,029
|
|
||
Basic and diluted earnings (losses) per unit attributable to controlling interest:
|
|
|
|
||||
Income (loss) from continuing operations attributable to controlling interest
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
||
Net income (loss) attributable to controlling interest
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
Interest paid
|
$
|
18,674
|
|
|
$
|
19,531
|
|
Income taxes paid
|
604
|
|
|
621
|
|
||
|
|
|
|
||||
Supplemental Disclosure of Noncash Activities:
|
|
|
|
||||
Investing Activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,991
|
|
|
$
|
(3,795
|
)
|
The following represents the significant increase (decrease) in certain assets and liabilities in connection with our acquisitions of operating properties:
|
|
|
|
||||
Real estate investments
|
$
|
—
|
|
|
$
|
43,497
|
|
Real estate notes receivable
|
—
|
|
|
(37,403
|
)
|
||
Intangible assets
|
—
|
|
|
10,503
|
|
||
Accounts payable and accrued liabilities
|
—
|
|
|
16,597
|
|
||
Financing Activities:
|
|
|
|
||||
Issuance of units under the DRIP
|
$
|
—
|
|
|
$
|
31,916
|
|
Distributions declared, but not paid, including units issued under the DRIP
|
32,493
|
|
|
11,284
|
|
||
Offering costs transferred to partners’ capital
|
1,187
|
|
|
—
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
ASSETS
|
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
||||
Land
|
|
$
|
183,651
|
|
|
$
|
168,065
|
|
Building and improvements
|
|
2,044,113
|
|
|
1,803,190
|
|
||
Lease intangibles
|
|
352,884
|
|
|
320,419
|
|
||
|
|
2,580,648
|
|
|
2,291,674
|
|
||
Accumulated depreciation and amortization
|
|
(349,118
|
)
|
|
(253,335
|
)
|
||
Real estate investments, net
|
|
2,231,530
|
|
|
2,038,339
|
|
||
Real estate notes receivable, net
|
|
20,000
|
|
|
57,459
|
|
||
Cash and cash equivalents
|
|
15,956
|
|
|
69,491
|
|
||
Restricted cash and escrow deposits
|
|
17,623
|
|
|
16,718
|
|
||
Receivables and other assets, net
|
|
84,970
|
|
|
69,100
|
|
||
Other intangibles, net
|
|
44,011
|
|
|
40,522
|
|
||
Total assets
|
|
$
|
2,414,090
|
|
|
$
|
2,291,629
|
|
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
||||
Debt, net
|
|
$
|
1,037,359
|
|
|
$
|
639,149
|
|
Accounts payable and accrued liabilities
|
|
63,443
|
|
|
47,801
|
|
||
Derivative financial instruments - interest rate swaps
|
|
9,370
|
|
|
1,792
|
|
||
Security deposits, prepaid rent and other liabilities
|
|
24,450
|
|
|
19,930
|
|
||
Intangible liabilities, net
|
|
11,309
|
|
|
11,832
|
|
||
Total liabilities
|
|
1,145,931
|
|
|
720,504
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|||
Redeemable noncontrolling interest of limited partners
|
|
1,960
|
|
|
2,198
|
|
||
Partners’ Capital:
|
|
|
|
|
||||
Limited partners’ capital, 3,055,718 and 155,718 units issued and outstanding as of December 31, 2012 and 2011, respectively
|
|
11,663
|
|
|
1,417
|
|
||
General partners’ capital, 214,652,641 and 228,491,312 units issued and outstanding as of December 31, 2012 and 2011, respectively
|
|
1,254,536
|
|
|
1,567,510
|
|
||
Total partners’ capital
|
|
1,266,199
|
|
|
1,568,927
|
|
||
Total liabilities and partners’ capital
|
|
$
|
2,414,090
|
|
|
$
|
2,291,629
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
293,076
|
|
|
$
|
267,385
|
|
|
$
|
193,080
|
|
Interest income from real estate notes receivable and other income
|
|
4,304
|
|
|
4,792
|
|
|
7,585
|
|
|||
Total revenues
|
|
297,380
|
|
|
272,177
|
|
|
200,665
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Rental
|
|
95,046
|
|
|
88,483
|
|
|
65,307
|
|
|||
General and administrative
|
|
21,741
|
|
|
20,879
|
|
|
16,008
|
|
|||
Non-traded REIT
|
|
4,340
|
|
|
7,816
|
|
|
2,745
|
|
|||
Acquisition-related
|
|
8,843
|
|
|
2,130
|
|
|
11,317
|
|
|||
Depreciation and amortization
|
|
115,497
|
|
|
106,551
|
|
|
77,499
|
|
|||
Listing
|
|
22,573
|
|
|
—
|
|
|
—
|
|
|||
Redemption, termination, and release payment to former advisor
|
|
—
|
|
|
—
|
|
|
7,285
|
|
|||
Total expenses
|
|
268,040
|
|
|
225,859
|
|
|
180,161
|
|
|||
Income before other income (expense)
|
|
29,340
|
|
|
46,318
|
|
|
20,504
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
||||||
Interest related to debt
|
|
(39,868
|
)
|
|
(39,040
|
)
|
|
(25,915
|
)
|
|||
Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
|
|
(12,611
|
)
|
|
(2,279
|
)
|
|
(2,816
|
)
|
|||
Debt extinguishment costs
|
|
(1,886
|
)
|
|
—
|
|
|
—
|
|
|||
Other income
|
|
89
|
|
|
174
|
|
|
119
|
|
|||
Income (loss) from continuing operations
|
|
(24,936
|
)
|
|
5,173
|
|
|
(8,108
|
)
|
|||
Income from discontinued operations
|
|
568
|
|
|
420
|
|
|
189
|
|
|||
Net income (loss)
|
|
$
|
(24,368
|
)
|
|
$
|
5,593
|
|
|
$
|
(7,919
|
)
|
Net (income) loss attributable to noncontrolling interests
|
|
(40
|
)
|
|
(30
|
)
|
|
25
|
|
|||
Net income (loss) attributable to controlling interest
|
|
$
|
(24,408
|
)
|
|
$
|
5,563
|
|
|
$
|
(7,894
|
)
|
Earnings (losses) per unit attributable to controlling interest - basic
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.11
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Discontinued operations
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|||
Net income (loss)
|
|
$
|
(0.11
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Earnings (losses) per unit attributable to controlling interest - diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.11
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Discontinued operations
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|||
Net income (loss)
|
|
$
|
(0.11
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Weighted average number of units outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
224,681
|
|
|
224,056
|
|
|
165,715
|
|
|||
Diluted
|
|
224,681
|
|
|
224,056
|
|
|
165,715
|
|
|
General Partners’ Capital
|
|
Limited Partners’ Capital
|
|
Total Partners’ Capital
|
||||||||||||
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|||||||||
Balance as of December 31, 2009
|
140,591
|
|
|
$
|
1,071,317
|
|
|
20
|
|
|
$
|
196
|
|
|
$
|
1,071,513
|
|
Issuance of general partner units
|
61,191
|
|
|
594,677
|
|
|
—
|
|
|
—
|
|
|
594,677
|
|
|||
Offering costs
|
—
|
|
|
(56,621
|
)
|
|
—
|
|
|
—
|
|
|
(56,621
|
)
|
|||
Issuance of units under the DRIP
|
5,953
|
|
|
56,551
|
|
|
—
|
|
|
—
|
|
|
56,551
|
|
|||
Redemption of general partner units
|
(5,448
|
)
|
|
(51,856
|
)
|
|
—
|
|
|
—
|
|
|
(51,856
|
)
|
|||
Share-based award transactions, net
|
357
|
|
|
1,313
|
|
|
—
|
|
|
—
|
|
|
1,313
|
|
|||
Valuation adjustment
|
—
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|||
Issuance of units for interest in real estate
|
—
|
|
|
—
|
|
|
156
|
|
|
1,557
|
|
|
1,557
|
|
|||
Redemption of units of former advisor
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(197
|
)
|
|
(197
|
)
|
|||
Distributions ($0.73 per common unit)
|
—
|
|
|
(120,451
|
)
|
|
—
|
|
|
(56
|
)
|
|
(120,507
|
)
|
|||
Net income (loss) attributable to controlling interest
|
—
|
|
|
(7,904
|
)
|
|
—
|
|
|
10
|
|
|
(7,894
|
)
|
|||
Balance as of December 31, 2010
|
202,644
|
|
|
$
|
1,487,301
|
|
|
156
|
|
|
$
|
1,510
|
|
|
$
|
1,488,811
|
|
Issuance of general partner units
|
21,682
|
|
|
214,641
|
|
|
—
|
|
|
—
|
|
|
214,641
|
|
|||
Offering costs
|
—
|
|
|
(18,896
|
)
|
|
—
|
|
|
—
|
|
|
(18,896
|
)
|
|||
Issuance of units under the DRIP
|
7,986
|
|
|
75,864
|
|
|
—
|
|
|
—
|
|
|
75,864
|
|
|||
Redemptions of general partner units
|
(3,883
|
)
|
|
(37,680
|
)
|
|
—
|
|
|
—
|
|
|
(37,680
|
)
|
|||
Share-based award transactions, net
|
62
|
|
|
3,221
|
|
|
—
|
|
|
—
|
|
|
3,221
|
|
|||
Distributions ($0.73 per common unit)
|
—
|
|
|
(162,483
|
)
|
|
—
|
|
|
(114
|
)
|
|
(162,597
|
)
|
|||
Net income (loss) attributable to controlling interest
|
—
|
|
|
5,542
|
|
|
—
|
|
|
21
|
|
|
5,563
|
|
|||
Balance as of December 31, 2011
|
228,491
|
|
|
$
|
1,567,510
|
|
|
156
|
|
|
$
|
1,417
|
|
|
$
|
1,568,927
|
|
Issuance of units under the DRIP
|
3,362
|
|
|
31,916
|
|
|
—
|
|
|
—
|
|
|
31,916
|
|
|||
Redemptions of general partner units
|
(18,172
|
)
|
|
(185,486
|
)
|
|
—
|
|
|
—
|
|
|
(185,486
|
)
|
|||
Share-based award transactions, net
|
971
|
|
|
6,964
|
|
|
2,900
|
|
|
10,444
|
|
|
17,408
|
|
|||
Distributions ($0.64 per common unit)
|
—
|
|
|
(141,944
|
)
|
|
—
|
|
|
(214
|
)
|
|
(142,158
|
)
|
|||
Net income (loss) attributable to controlling interest
|
—
|
|
|
(24,424
|
)
|
|
—
|
|
|
16
|
|
|
(24,408
|
)
|
|||
Balance as of December 31, 2012
|
214,652
|
|
|
$
|
1,254,536
|
|
|
3,056
|
|
|
$
|
11,663
|
|
|
$
|
1,266,199
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(24,368
|
)
|
|
$
|
5,593
|
|
|
$
|
(7,919
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and other
|
114,575
|
|
|
104,045
|
|
|
72,678
|
|
|||
Share-based compensation expense
|
17,408
|
|
|
3,221
|
|
|
1,313
|
|
|||
Bad debt expense
|
1,064
|
|
|
1,447
|
|
|
1,022
|
|
|||
Change in fair value of derivative financial instruments
|
7,667
|
|
|
856
|
|
|
(6,095
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables and other assets
|
(4,765
|
)
|
|
(2,964
|
)
|
|
(10,309
|
)
|
|||
Accounts payable and accrued liabilities
|
2,684
|
|
|
295
|
|
|
7,815
|
|
|||
Accounts payable due to affiliates, net
|
—
|
|
|
—
|
|
|
(4,776
|
)
|
|||
Security deposits, prepaid rent and other liabilities
|
2,520
|
|
|
(686
|
)
|
|
4,774
|
|
|||
Net cash provided by operating activities
|
116,785
|
|
|
111,807
|
|
|
58,503
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of real estate operating properties and other assets
|
(257,386
|
)
|
|
(61,385
|
)
|
|
(597,097
|
)
|
|||
Capital expenditures
|
(22,909
|
)
|
|
(16,034
|
)
|
|
(14,888
|
)
|
|||
Restricted cash, escrow deposits and notes receivable
|
(4,830
|
)
|
|
(4,502
|
)
|
|
(12,614
|
)
|
|||
Release of restricted cash
|
580
|
|
|
14,463
|
|
|
—
|
|
|||
Real estate deposits
|
—
|
|
|
—
|
|
|
(2,250
|
)
|
|||
Real estate deposits paid
|
(3,810
|
)
|
|
(4,500
|
)
|
|
—
|
|
|||
Real estate deposits used
|
4,810
|
|
|
6,000
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(283,545
|
)
|
|
(65,958
|
)
|
|
(626,849
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings on secured real estate term loan and mortgage loans
|
—
|
|
|
125,500
|
|
|
79,125
|
|
|||
Borrowings on unsecured revolving credit facility
|
360,000
|
|
|
—
|
|
|
7,000
|
|
|||
Payments on unsecured revolving credit facility
|
(288,000
|
)
|
|
(7,000
|
)
|
|
—
|
|
|||
Borrowings on unsecured term loans
|
455,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on secured real estate term loan and mortgage loans
|
(128,601
|
)
|
|
(192,083
|
)
|
|
(123,117
|
)
|
|||
Deferred financing costs
|
(6,436
|
)
|
|
(3,401
|
)
|
|
(7,507
|
)
|
|||
Derivative financial instrument termination payments
|
—
|
|
|
—
|
|
|
(793
|
)
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(4,097
|
)
|
|||
Security deposits
|
765
|
|
|
596
|
|
|
2,144
|
|
|||
Proceeds from issuance of general partner units, net
|
—
|
|
|
214,641
|
|
|
594,677
|
|
|||
Repurchase of general partner units
|
(182,602
|
)
|
|
(37,680
|
)
|
|
(51,856
|
)
|
|||
Payment of offering costs
|
(2,884
|
)
|
|
(21,137
|
)
|
|
(56,621
|
)
|
|||
Distributions to general partner
|
(93,273
|
)
|
|
(84,800
|
)
|
|
(60,176
|
)
|
|||
Payment on earnout liability
|
(328
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to limited partners and redeemable noncontrolling interest
|
(416
|
)
|
|
(264
|
)
|
|
(164
|
)
|
|||
Net cash provided by (used in) financing activities
|
113,225
|
|
|
(5,628
|
)
|
|
378,615
|
|
|||
Net change in cash and cash equivalents
|
(53,535
|
)
|
|
40,221
|
|
|
(189,731
|
)
|
|||
Cash and cash equivalents - beginning of period
|
69,491
|
|
|
29,270
|
|
|
219,001
|
|
|||
Cash and cash equivalents - end of period
|
$
|
15,956
|
|
|
$
|
69,491
|
|
|
$
|
29,270
|
|
|
|
Total
|
||
Land
|
|
$
|
13,479
|
|
Building and improvements
|
|
225,924
|
|
|
Below market leasehold interests
|
|
3,284
|
|
|
Above market leases
|
|
4,199
|
|
|
In place leases
|
|
27,136
|
|
|
Tenant relationships
|
|
22,100
|
|
|
Below market leases
|
|
(1,472
|
)
|
|
Net assets acquired
|
|
294,650
|
|
|
Other liability
|
|
287
|
|
|
Aggregate purchase price
|
|
$
|
294,937
|
|
|
|
Total
|
||
Land
|
|
$
|
945
|
|
Building and improvements
|
|
54,072
|
|
|
Below market leasehold interests
|
|
603
|
|
|
Above market leases
|
|
209
|
|
|
In place leases
|
|
7,671
|
|
|
Tenant relationships
|
|
4,691
|
|
|
Below market leases
|
|
(149
|
)
|
|
Above market debt
|
|
(76
|
)
|
|
Net assets acquired
|
|
67,966
|
|
|
Other liability
|
|
348
|
|
|
Aggregate purchase price
|
|
$
|
68,314
|
|
•
|
On
January 13, 2012
, we completed the acquisition of a medical office building in Novi, Michigan for
$51.3 million
.
|
•
|
On
January 31, 2012
, we completed the acquisition of a medical office building in Atlanta, Georgia for
$8.9 million
.
|
•
|
On
March 1, 2012
, we completed the acquisition of office building in Pittsburgh, Pennsylvania for
$54.0 million
.
|
•
|
On
March 29, 2012
, we completed the acquisition of a portfolio of medical office buildings in Boston, Massachusetts for
$100.0 million
.
|
•
|
On
August 14, 2012
, we completed the acquisition of a medical office building in Oak Park, Illinois for
$54.0 million
, after the borrower on a note receivable exercised a put option on the collateral.
|
•
|
On
December 26, 2012
, we completed the acquisition of a medical office building in Dallas, Texas for
$26.8 million
.
|
|
2012 Acquisitions
|
|
2011 Acquisitions
|
||||
|
Year Ended
|
|
Year Ended
|
||||
|
December 31, 2012
|
|
December 31, 2011
|
||||
Revenues
|
$
|
26,717
|
|
|
$
|
4,903
|
|
Net income (loss)
|
7,537
|
|
|
(215
|
)
|
|
Year Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
Revenues
|
$
|
306,420
|
|
|
$
|
307,246
|
|
Net (loss) income attributable to controlling interest
|
(21,912
|
)
|
|
6,758
|
|
||
|
|
|
|
||||
Net (loss) income per unit attributable to controlling interest - basic
|
$
|
(0.10
|
)
|
|
$
|
0.03
|
|
Net (loss) income per unit attributable to controlling interest - diluted
|
(0.10
|
)
|
|
0.03
|
|
|
Year Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
Revenues
|
$
|
271,251
|
|
|
$
|
201,849
|
|
Net income (loss) attributable to controlling interest
|
5,912
|
|
|
(7,812
|
)
|
||
|
|
|
|
||||
Net income (loss) per unit attributable to controlling interest - basic
|
$
|
0.03
|
|
|
$
|
(0.05
|
)
|
Net income (loss) per unit attributable to controlling interest - diluted
|
0.03
|
|
|
(0.05
|
)
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Real estate notes receivable
|
$
|
20,000
|
|
|
$
|
61,150
|
|
Notes receivable closing costs, net
|
—
|
|
|
324
|
|
||
Net discount
|
—
|
|
|
(4,015
|
)
|
||
Total
|
$
|
20,000
|
|
|
$
|
57,459
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
|
||||||||
|
Balance
|
|
Weighted Average Remaining Amortization Period in Years
|
|
Balance
|
|
Weighted Average Remaining Amortization Period in Years
|
|
Balance Sheet Classification
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||
In place leases
|
$
|
174,615
|
|
|
9.7
|
|
$
|
156,578
|
|
|
10.1
|
|
Lease intangibles
|
Tenant relationships
|
178,269
|
|
|
11.6
|
|
163,842
|
|
|
12.4
|
|
Lease intangibles
|
||
Above market leases
|
25,387
|
|
|
6.9
|
|
22,585
|
|
|
7.2
|
|
Other intangibles, net
|
||
Below market leasehold interests
|
30,587
|
|
|
69.4
|
|
27,323
|
|
|
66.1
|
|
Other intangibles, net
|
||
|
408,858
|
|
|
|
|
370,328
|
|
|
|
|
|
||
Accumulated amortization
|
(125,924
|
)
|
|
|
|
(97,938
|
)
|
|
|
|
|
||
Total
|
$
|
282,934
|
|
|
|
|
$
|
272,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||
Below market leases
|
$
|
12,823
|
|
|
13.7
|
|
$
|
12,378
|
|
|
14.2
|
|
Intangible liabilities, net
|
Above market leasehold interests
|
3,827
|
|
|
34.0
|
|
3,827
|
|
|
34.8
|
|
Intangible liabilities, net
|
||
|
16,650
|
|
|
|
|
16,205
|
|
|
|
|
|
||
Accumulated amortization
|
(5,341
|
)
|
|
|
|
(4,373
|
)
|
|
|
|
|
||
Total
|
$
|
11,309
|
|
|
|
|
$
|
11,832
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Amortization recorded against rental income related to above or below market leases
|
$
|
1,682
|
|
|
$
|
1,983
|
|
|
$
|
1,349
|
|
Rental expense related to above or below market leasehold interests
|
521
|
|
|
700
|
|
|
383
|
|
|||
Amortization expense related to in place leases and tenant relationships
|
41,643
|
|
|
40,489
|
|
|
28,662
|
|
Year
|
|
Assets
|
|
Liabilities
|
||||
2013
|
|
$
|
38,213
|
|
|
$
|
1,458
|
|
2014
|
|
34,823
|
|
|
1,061
|
|
||
2015
|
|
31,392
|
|
|
882
|
|
||
2016
|
|
28,037
|
|
|
719
|
|
||
2017
|
|
23,874
|
|
|
542
|
|
||
Thereafter
|
|
126,595
|
|
|
6,647
|
|
||
Total
|
|
$
|
282,934
|
|
|
$
|
11,309
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Accounts and other receivables, net
|
$
|
13,317
|
|
|
$
|
12,658
|
|
Tenant note receivable
|
3,287
|
|
|
—
|
|
||
Deferred financing costs, net
|
11,006
|
|
|
8,473
|
|
||
Deferred leasing costs, net
|
10,554
|
|
|
7,895
|
|
||
Lease inducements, net
|
880
|
|
|
1,166
|
|
||
Straight-line rent receivables, net
|
39,095
|
|
|
29,627
|
|
||
Prepaid expenses, deposits, equipment and other
|
6,831
|
|
|
9,281
|
|
||
Total
|
$
|
84,970
|
|
|
$
|
69,100
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Amortization expense related to deferred leasing costs
|
$
|
1,868
|
|
|
$
|
1,139
|
|
|
$
|
720
|
|
Interest expense related to deferred financing costs
|
3,861
|
|
|
3,540
|
|
|
2,119
|
|
|||
Amortization recorded against rental income related to lease inducements
|
269
|
|
|
165
|
|
|
207
|
|
Year
|
|
Amount
|
||
2013
|
|
$
|
5,826
|
|
2014
|
|
4,924
|
|
|
2015
|
|
4,519
|
|
|
2016
|
|
2,596
|
|
|
2017
|
|
1,564
|
|
|
Thereafter
|
|
3,011
|
|
|
Total
|
|
$
|
22,440
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Rental income
|
|
$
|
2,264
|
|
|
$
|
2,261
|
|
|
$
|
2,416
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Rental
|
|
261
|
|
|
277
|
|
|
355
|
|
|||
Depreciation and amortization
|
|
921
|
|
|
991
|
|
|
1,062
|
|
|||
Total expenses
|
|
1,182
|
|
|
1,268
|
|
|
1,417
|
|
|||
Income before other income (expense)
|
|
1,082
|
|
|
993
|
|
|
999
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|||
Interest expense related to debt
|
|
(514
|
)
|
|
(573
|
)
|
|
(810
|
)
|
|||
Income from discontinued operations
|
|
$
|
568
|
|
|
$
|
420
|
|
|
$
|
189
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
Unsecured revolving credit facility
|
|
$
|
72,000
|
|
|
$
|
—
|
|
Unsecured term loans
|
|
455,000
|
|
|
—
|
|
||
Fixed rate mortgages
|
|
382,456
|
|
|
461,248
|
|
||
Variable rate mortgages
|
|
—
|
|
|
49,810
|
|
||
Secured real estate term loan
|
|
125,500
|
|
|
125,500
|
|
||
|
|
1,034,956
|
|
|
636,558
|
|
||
Net premium
|
|
2,403
|
|
|
2,591
|
|
||
Total
|
|
$
|
1,037,359
|
|
|
$
|
639,149
|
|
Year
|
|
Amount
|
||
2013
|
|
$
|
156,906
|
|
2014
|
|
6,392
|
|
|
2015
|
|
72,625
|
|
|
2016
|
|
476,696
|
|
|
2017
|
|
99,963
|
|
|
Thereafter
|
|
222,374
|
|
|
Total
|
|
$
|
1,034,956
|
|
Notional Amount
|
|
|
Index
|
|
Rate
|
|
Fair Value
|
|
Instrument
|
|
Maturity
|
||||
$
|
17,304
|
|
|
LIBOR
|
|
3.79
|
%
|
|
$
|
(459
|
)
|
|
Swap
|
|
9/28/2013
|
75,000
|
|
|
LIBOR
|
|
1.07
|
|
|
(659
|
)
|
|
Swap
|
|
12/31/2013
|
||
200,000
|
|
|
LIBOR
|
|
1.23
|
|
|
(5,180
|
)
|
|
Swap
|
|
3/29/2017
|
||
100,000
|
|
|
LIBOR
|
|
0.86
|
|
|
(1,310
|
)
|
|
Swap
|
|
6/15/2016
|
||
50,000
|
|
|
LIBOR
|
|
1.39
|
|
|
(909
|
)
|
|
Swap
|
|
7/17/2019
|
||
105,000
|
|
|
LIBOR
|
|
1.24
|
|
|
(853
|
)
|
|
Swap
|
|
7/17/2019
|
Notional Amount
|
|
Index
|
|
Rate
|
|
Fair Value
|
|
Instrument
|
|
Maturity
|
|||||
$
|
16,578
|
|
|
LIBOR
|
|
3.79
|
%
|
|
$
|
(946
|
)
|
|
Swap
|
|
9/28/2013
|
75,000
|
|
|
LIBOR
|
|
1.07
|
|
|
(846
|
)
|
|
Swap
|
|
12/31/2013
|
||
9,330
|
|
(a)
|
LIBOR
|
|
2.00
|
|
|
89
|
|
|
Cap
|
|
12/31/2014
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||
Derivatives Not Designated as Hedging Instruments:
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||||||
Interest rate swaps
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
Derivative
financial instruments |
|
$
|
9,370
|
|
|
Derivative
financial instruments |
|
$
|
1,792
|
|
||
Interest rate cap (a)
|
|
Receivables and other assets
|
|
$
|
—
|
|
|
Receivables and other assets
|
|
$
|
89
|
|
|
n/a
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
Derivatives Not Designated as Hedging Instruments:
|
|
Location of (Loss) Gain
Recognized
|
|
Year Ended December 31,
|
||||||||||
2012
|
|
2011
|
|
2010
|
||||||||||
Interest rate swaps
|
|
Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
|
|
$
|
(7,578
|
)
|
|
$
|
(562
|
)
|
|
$
|
6,461
|
|
Interest rate cap
|
|
Interest related to derivative financial instruments and net change in fair value of derivative financial instruments
|
|
(89
|
)
|
|
(294
|
)
|
|
(507
|
)
|
|
Amount
|
||
Balance as of December 31, 2010
|
$
|
2,302
|
|
Net income attributable to noncontrolling interests
|
30
|
|
|
Distributions
|
(134
|
)
|
|
Balance as of December 31, 2011
|
2,198
|
|
|
Net income attributable to noncontrolling interests
|
40
|
|
|
Distributions
|
(278
|
)
|
|
Balance as of December 31, 2012
|
$
|
1,960
|
|
2012 Assumptions
|
|
|
Volatility
|
21.25% - 22.64%
|
|
Dividend yield
|
5.80
|
%
|
Expected term in years
|
0.61 - 0.82
|
|
Risk-free rate
|
0.436% - 0.576%
|
|
Stock price (per share)
|
$9.92 - $9.97
|
|
|
LTIP Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance as of December 31, 2011
|
—
|
|
|
$
|
—
|
|
Granted
|
2,900,000
|
|
|
6.25
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Balance as of December 31, 2012
|
2,900,000
|
|
|
$
|
6.25
|
|
|
Restricted
Common
Stock/Units
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Balance as of December 31, 2011
|
616,500
|
|
|
$
|
10.00
|
|
Granted
|
711,500
|
|
|
9.98
|
|
|
Vested
|
(875,000
|
)
|
|
9.99
|
|
|
Forfeited
|
(76,500
|
)
|
|
10.00
|
|
|
Balance as of December 31, 2012
|
376,500
|
|
|
$
|
9.98
|
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1 )
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
|
$
|
—
|
|
|
$
|
(9,370
|
)
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
and Liabilities
(Level 1 )
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
89
|
|
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
89
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
$
|
—
|
|
|
$
|
(1,792
|
)
|
|
$
|
—
|
|
|
$
|
(1,792
|
)
|
Earnout liability
|
|
—
|
|
|
—
|
|
|
(2,481
|
)
|
|
(2,481
|
)
|
||||
Total liabilities at fair value
|
|
$
|
—
|
|
|
$
|
(1,792
|
)
|
|
$
|
(2,481
|
)
|
|
$
|
(4,273
|
)
|
|
Fair Value
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Real estate notes receivable
|
2
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
57,459
|
|
|
$
|
64,046
|
|
Tenant note receivable
|
2
|
|
3,287
|
|
|
3,337
|
|
|
—
|
|
|
—
|
|
||||
Debt, net
|
2
|
|
1,037,359
|
|
|
1,087,168
|
|
|
639,149
|
|
|
687,862
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to controlling interest
|
$
|
(24,976
|
)
|
|
$
|
5,143
|
|
|
$
|
(8,083
|
)
|
Discontinued operations
|
568
|
|
|
420
|
|
|
189
|
|
|||
Net income (loss) attributable to controlling interest
|
$
|
(24,408
|
)
|
|
$
|
5,563
|
|
|
$
|
(7,894
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average number of units outstanding — basic
|
224,681
|
|
|
224,056
|
|
|
165,715
|
|
|||
Dilutive units
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of units outstanding — diluted
|
224,681
|
|
|
224,056
|
|
|
165,715
|
|
|||
Basic and diluted earnings (losses) per unit attributable to controlling interest:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to controlling interest
|
$
|
(0.11
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|||
Net income (loss) attributable to controlling interest
|
$
|
(0.11
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest paid
|
$
|
38,560
|
|
|
$
|
38,288
|
|
|
$
|
30,438
|
|
Income taxes paid
|
1,090
|
|
|
1,045
|
|
|
345
|
|
|||
|
|
|
|
|
|
||||||
Supplemental Disclosure of Noncash Activities:
|
|
|
|
|
|
||||||
Investing Activities:
|
|
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
1,575
|
|
|
$
|
5,448
|
|
|
$
|
2,768
|
|
Note receivable included in the consideration for the acquisition of a building
|
37,264
|
|
|
—
|
|
|
—
|
|
|||
The following represents the significant increase (decrease) in certain assets and liabilities in connection with our acquisitions of operating properties:
|
|
|
|
|
|
||||||
Debt, net
|
$
|
—
|
|
|
$
|
6,657
|
|
|
$
|
190,294
|
|
Net change in security deposits, prepaid rent and other liabilities
|
—
|
|
|
—
|
|
|
14,552
|
|
|||
Issuance of units in connection with an acquisition
|
—
|
|
|
—
|
|
|
1,557
|
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Issuance of units under the DRIP
|
$
|
31,916
|
|
|
$
|
75,864
|
|
|
$
|
56,551
|
|
Distributions declared, but not paid, including units issued under the DRIP
|
30,959
|
|
|
14,120
|
|
|
12,317
|
|
|||
Adjustment to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(275
|
)
|
Year
|
|
Amount
|
||
2013
|
|
$
|
228,236
|
|
2014
|
|
215,606
|
|
|
2015
|
|
201,224
|
|
|
2016
|
|
185,694
|
|
|
2017
|
|
164,542
|
|
|
Thereafter
|
|
749,786
|
|
|
Total
|
|
$
|
1,745,088
|
|
Year
|
|
Amount
|
||
2013
|
|
$
|
3,751
|
|
2014
|
|
3,772
|
|
|
2015
|
|
3,573
|
|
|
2016
|
|
3,377
|
|
|
2017
|
|
3,409
|
|
|
Thereafter
|
|
270,001
|
|
|
Total
|
|
$
|
287,883
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Expenses
|
|
Adjustments
to Valuation
Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
2010 - Allowance for doubtful accounts
|
$
|
1,222
|
|
|
$
|
1,022
|
|
|
$
|
—
|
|
|
$
|
(318
|
)
|
|
$
|
1,926
|
|
2011 - Allowance for doubtful accounts
|
1,926
|
|
|
1,447
|
|
|
—
|
|
|
(1,875
|
)
|
|
1,498
|
|
|||||
2012 - Allowance for doubtful accounts
|
1,498
|
|
|
1,064
|
|
|
—
|
|
|
(394
|
)
|
|
2,168
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent
to
Acquisition
(a)
|
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
Total
(b)
|
|
Accumulated
Depreciation
(d)
|
|
Date of Construction
|
|
Date
Acquired
|
|
Life on Which Building Depreciation in Income Statement is Computed (e)
|
|||||||||
Chesterfield Rehabilitation Center (Medical Office)
|
Chesterfield, MO
|
—
|
|
|
4,212
|
|
|
27,901
|
|
|
770
|
|
|
4,313
|
|
|
28,570
|
|
|
32,883
|
|
|
(4,112
|
)
|
|
2007
|
|
12/2007
|
|
39
|
Medical Portfolio 1 (Medical Office)
|
Overland, KS and Largo, Brandon, and Lakeland, FL
|
21,439
|
|
|
4,206
|
|
|
28,373
|
|
|
2,244
|
|
|
4,206
|
|
|
30,617
|
|
|
34,823
|
|
|
(5,493
|
)
|
|
1978-1997
|
|
2/2008
|
|
39
|
Fort Road Medical Building (Medical Office)
|
St. Paul, MN
|
—
|
|
|
1,571
|
|
|
5,786
|
|
|
421
|
|
|
1,571
|
|
|
6,207
|
|
|
7,778
|
|
|
(1,004
|
)
|
|
1981
|
|
3/2008
|
|
39
|
Liberty Falls Medical Plaza (Medical Office)
|
Township, OH
|
—
|
|
|
842
|
|
|
5,640
|
|
|
624
|
|
|
842
|
|
|
6,264
|
|
|
7,106
|
|
|
(1,258
|
)
|
|
2008
|
|
3/2008
|
|
39
|
Cypress Station Medical Office Building (Medical Office)
|
Houston, TX
|
—
|
|
|
1,345
|
|
|
8,312
|
|
|
634
|
|
|
1,345
|
|
|
8,946
|
|
|
10,291
|
|
|
(1,559
|
)
|
|
1981-2006
|
|
3/2008
|
|
39
|
Vista Professional Center (Medical Office)
|
Lakeland, FL
|
—
|
|
|
1,082
|
|
|
3,588
|
|
|
96
|
|
|
1,082
|
|
|
3,684
|
|
|
4,766
|
|
|
(772
|
)
|
|
1996-1998
|
|
3/2008
|
|
39
|
Senior Care Portfolio 1 (Healthcare Related Facility)
|
Arlington, Galveston, Port Arthur and Texas City, TX and Lomita and El Monte, CA
|
—
|
|
|
4,871
|
|
|
30,002
|
|
|
—
|
|
|
4,871
|
|
|
30,002
|
|
|
34,873
|
|
|
(4,419
|
)
|
|
1959-1994
|
|
Various
|
|
39
|
Amarillo Hospital (Healthcare Related Facility)
|
Amarillo, TX
|
—
|
|
|
1,110
|
|
|
17,688
|
|
|
5
|
|
|
1,110
|
|
|
17,693
|
|
|
18,803
|
|
|
(2,322
|
)
|
|
2007
|
|
5/2008
|
|
39
|
5995 Plaza Drive (Office)
|
Cypress, CA
|
14,644
|
|
|
5,109
|
|
|
17,961
|
|
|
342
|
|
|
5,109
|
|
|
18,303
|
|
|
23,412
|
|
|
(3,022
|
)
|
|
1986
|
|
5/2008
|
|
39
|
Nutfield Professional Center (Medical Office)
|
Derry, NH
|
9,169
|
|
|
1,075
|
|
|
10,320
|
|
|
420
|
|
|
1,075
|
|
|
10,740
|
|
|
11,815
|
|
|
(1,389
|
)
|
|
1963-1996
|
|
6/2008
|
|
39
|
SouthCrest Medical Plaza (Medical Office)
|
Stockbridge, GA
|
10,917
|
|
|
4,259
|
|
|
14,636
|
|
|
261
|
|
|
4,259
|
|
|
14,897
|
|
|
19,156
|
|
|
(2,918
|
)
|
|
2005-2006
|
|
6/2008
|
|
39
|
Medical Portfolio 3 (Medical Office)
|
Indianapolis, IN
|
—
|
|
|
9,355
|
|
|
70,259
|
|
|
8,947
|
|
|
9,355
|
|
|
79,206
|
|
|
88,561
|
|
|
(15,646
|
)
|
|
1988-1996
|
|
6/2008
|
|
39
|
Academy Medical Center (Medical Office)
|
Tucson, AZ
|
3,166
|
|
|
1,193
|
|
|
6,106
|
|
|
1,154
|
|
|
1,193
|
|
|
7,260
|
|
|
8,453
|
|
|
(1,384
|
)
|
|
1975-1985
|
|
6/2008
|
|
39
|
Decatur Medical Plaza (Medical Office)
|
Decatur, GA
|
—
|
|
|
3,166
|
|
|
6,862
|
|
|
348
|
|
|
3,166
|
|
|
7,210
|
|
|
10,376
|
|
|
(1,142
|
)
|
|
1976
|
|
6/2008
|
|
39
|
Medical Portfolio 2 (Medical Office)
|
O’Fallon and St. Louis, MO and Keller and Wichita Falls, TX
|
24,609
|
|
|
5,360
|
|
|
33,506
|
|
|
787
|
|
|
5,360
|
|
|
34,293
|
|
|
39,653
|
|
|
(5,768
|
)
|
|
1957-2006
|
|
Various
|
|
39
|
Renaissance Medical Centre (Medical Office)
|
Bountiful, UT
|
18,989
|
|
|
3,701
|
|
|
24,442
|
|
|
173
|
|
|
3,701
|
|
|
24,615
|
|
|
28,316
|
|
|
(2,988
|
)
|
|
2004
|
|
6/2008
|
|
39
|
Oklahoma City Medical Portfolio (Medical Office)
|
Oklahoma City, OK
|
—
|
|
|
—
|
|
|
25,976
|
|
|
1,945
|
|
|
—
|
|
|
27,921
|
|
|
27,921
|
|
|
(3,950
|
)
|
|
1991-2007
|
|
9/2008
|
|
39
|
Medical Portfolio 4 (Medical Office)
|
Phoenix, AZ, Parma and Jefferson West, OH, and Waxahachie, Greenville, and Cedar Hill, TX
|
7,508
|
|
|
2,632
|
|
|
38,652
|
|
|
2,274
|
|
|
2,632
|
|
|
40,926
|
|
|
43,558
|
|
|
(6,063
|
)
|
|
1972-2007
|
|
Various
|
|
39
|
Mountain Empire Portfolio (Medical Office)
|
Kingsport and Bristol, TN and Pennington Gap and Norton, VA
|
—
|
|
|
804
|
|
|
20,149
|
|
|
1,004
|
|
|
804
|
|
|
21,153
|
|
|
21,957
|
|
|
(4,286
|
)
|
|
1976-2007
|
|
9/2008
|
|
39
|
Mountain Plains — TX (Medical Office)
|
San Antonio and Webster, TX
|
—
|
|
|
1,248
|
|
|
34,857
|
|
|
141
|
|
|
1,248
|
|
|
34,998
|
|
|
36,246
|
|
|
(4,695
|
)
|
|
1998-2006
|
|
12/2008
|
|
39
|
Marietta Health Park (Medical Office)
|
Marietta, GA
|
7,200
|
|
|
1,276
|
|
|
12,197
|
|
|
415
|
|
|
1,276
|
|
|
12,612
|
|
|
13,888
|
|
|
(2,000
|
)
|
|
2000
|
|
12/2008
|
|
39
|
Wisconsin Medical Portfolio 1
|
Milwaukee, WI
|
—
|
|
|
1,980
|
|
|
26,032
|
|
|
—
|
|
|
1,980
|
|
|
26,032
|
|
|
28,012
|
|
|
(4,533
|
)
|
|
1964-2007
|
|
2/2009
|
|
39
|
Wisconsin Medical Portfolio 2
|
Franklin, WI
|
9,704
|
|
|
1,574
|
|
|
31,655
|
|
|
—
|
|
|
1,574
|
|
|
31,655
|
|
|
33,229
|
|
|
(4,542
|
)
|
|
2001-2004
|
|
5/2009
|
|
39
|
Greenville Hospital Portfolio
|
Greenville, SC
|
69,370
|
|
|
3,952
|
|
|
135,776
|
|
|
1,642
|
|
|
3,949
|
|
|
137,421
|
|
|
141,370
|
|
|
(13,182
|
)
|
|
1974-2009
|
|
9/2009
|
|
39
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent
to
Acquisition (a)
|
|
Gross Amount at Which
Carried at Close of Period
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
Encumbrances
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
|
Land
|
|
Buildings,
Improvements and
Fixtures
|
|
Total (b)
|
|
Accumulated
Depreciation(d)
|
|
Date of Construction
|
|
Date
Acquired
|
|
Life on Which Building Depreciation in Income Statement is Computed (e)
|
|||||||||||||||||
Florida Orthopedic ASC
|
Temple Terrace, FL
|
—
|
|
|
752
|
|
|
4,211
|
|
|
—
|
|
|
752
|
|
|
4,211
|
|
|
4,963
|
|
|
(322
|
)
|
|
2001
|
|
12/2010
|
|
39
|
||||||||
Select Medical LTACH
|
Augusta, GA and Dallas, TX and Orlando, FL, and Tallahassee, FL
|
—
|
|
|
12,719
|
|
|
76,186
|
|
|
—
|
|
|
12,719
|
|
|
76,186
|
|
|
88,905
|
|
|
(4,764
|
)
|
|
2006-2007
|
|
12/2010
|
|
39
|
||||||||
Phoenix MOB Portfolio
|
Phoenix, AZ
|
26,497
|
|
|
1,058
|
|
|
31,865
|
|
|
1,196
|
|
|
1,058
|
|
|
33,061
|
|
|
34,119
|
|
|
(2,585
|
)
|
|
1989-2004
|
|
12/2010
|
|
39
|
||||||||
Medical Park of Cary
|
Cary, NC
|
—
|
|
|
2,931
|
|
|
19,855
|
|
|
373
|
|
|
2,931
|
|
|
20,228
|
|
|
23,159
|
|
|
(1,641
|
)
|
|
1996
|
|
12/2010
|
|
39
|
||||||||
Holston Medical Portfolio
|
Bristol, TN
|
—
|
|
|
492
|
|
|
16,374
|
|
|
81
|
|
|
492
|
|
|
16,455
|
|
|
16,947
|
|
|
(1,215
|
)
|
|
1983
|
|
3/2011
|
|
38
|
||||||||
Desert Ridge Portfolio
|
Phoenix, AZ
|
—
|
|
|
—
|
|
|
27,738
|
|
|
120
|
|
|
—
|
|
|
27,858
|
|
|
27,858
|
|
|
(1,159
|
)
|
|
2004-2006
|
|
10/2011
|
|
39
|
||||||||
St. John Providence Medical Office Building
|
Novi, MI
|
—
|
|
|
—
|
|
|
42,371
|
|
|
—
|
|
|
—
|
|
|
42,371
|
|
|
42,371
|
|
|
(1,642
|
)
|
|
2007
|
|
1/2012
|
|
39
|
||||||||
Camp Creek III
|
Atlanta, GA
|
—
|
|
|
939
|
|
|
6,723
|
|
|
—
|
|
|
939
|
|
|
6,723
|
|
|
7,662
|
|
|
(233
|
)
|
|
2010
|
|
1/2012
|
|
39
|
||||||||
Penn Avenue
|
Pittsburgh, PA
|
—
|
|
|
1,774
|
|
|
38,921
|
|
|
34
|
|
|
1,774
|
|
|
38,955
|
|
|
40,729
|
|
|
(1,158
|
)
|
|
1907
|
|
3/2012
|
|
39
|
||||||||
Steward Medical Portfolio
|
Boston, MA
|
—
|
|
|
—
|
|
|
88,208
|
|
|
359
|
|
|
2,106
|
|
|
86,461
|
|
|
88,567
|
|
|
(2,292
|
)
|
|
1930-2011
|
|
3/2012
|
|
31
|
||||||||
Rush LLC
|
Oak Park, IL
|
—
|
|
|
1,096
|
|
|
38,550
|
|
|
—
|
|
|
1,096
|
|
|
38,550
|
|
|
39,646
|
|
|
(551
|
)
|
|
2000
|
|
8/2012
|
|
38
|
||||||||
Forest Park Pavilion
|
Dallas, TX
|
—
|
|
|
9,670
|
|
|
11,152
|
|
|
—
|
|
|
9,670
|
|
|
11,152
|
|
|
20,822
|
|
|
—
|
|
|
2010
|
|
12/2012
|
|
39
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total
|
|
$
|
507,956
|
|
|
$
|
181,447
|
|
|
$
|
1,988,956
|
|
|
$
|
57,361
|
|
|
$
|
183,651
|
|
|
$
|
2,044,113
|
|
|
$
|
2,227,764
|
|
|
$
|
(235,157
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance as of the beginning of the year
|
$
|
1,971,254
|
|
|
$
|
1,902,586
|
|
|
$
|
1,206,478
|
|
Acquisitions
|
239,403
|
|
|
55,017
|
|
|
683,055
|
|
|||
Additions
|
18,761
|
|
|
19,157
|
|
|
13,358
|
|
|||
Dispositions
|
(1,654
|
)
|
|
(5,506
|
)
|
|
(305
|
)
|
|||
Balance as of the end of the year
|
$
|
2,227,764
|
|
|
$
|
1,971,254
|
|
|
$
|
1,902,586
|
|
(c)
|
The aggregate cost of our real estate for federal income tax purposes was
$2.6 billion
.
|
(d)
|
The changes in accumulated depreciation for the years ended
December 31, 2012
,
2011
and
2010
are as follows (in thousands):
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance as of the beginning of the year
|
$
|
164,783
|
|
|
$
|
105,123
|
|
|
$
|
56,689
|
|
Additions
|
72,028
|
|
|
65,158
|
|
|
48,737
|
|
|||
Dispositions
|
(1,654
|
)
|
|
(5,498
|
)
|
|
(303
|
)
|
|||
Balance as of the end of the year
|
$
|
235,157
|
|
|
$
|
164,783
|
|
|
$
|
105,123
|
|
Mortgage Loans
|
|
Description
|
|
Security
|
|
Interest Rate
|
|
Maturity Date
|
|
Periodic
Payment
Terms
|
|
Face Amount
of Mortgages
|
|
Carrying
Amount of
Mortgages
|
||||||
MacNeal Hospital Medical Office Building Berwyn, Illinois
|
|
Medical Office Building
|
|
Property
|
|
10.95
|
%
|
(1
|
)
|
5/1/2013
|
|
(3)
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
MacNeal Hospital Medical Office Building Berwyn, Illinois
|
|
Medical Office Building
|
|
Property
|
|
10.95
|
|
(1
|
)
|
5/1/2013
|
|
(3)
|
|
7,500
|
|
|
7,500
|
|
||
St. Luke’s Medical Office Building Phoenix, Arizona
|
|
Medical Office Building
|
|
Property
|
|
10.85
|
|
(2
|
)
|
5/1/2013
|
|
(3)
|
|
3,750
|
|
|
3,750
|
|
||
St. Luke’s Medical Office Building Phoenix, Arizona
|
|
Medical Office Building
|
|
Property
|
|
10.85
|
|
(2
|
)
|
5/1/2013
|
|
(3)
|
|
1,250
|
|
|
1,250
|
|
||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
(1)
|
The effective interest rate based on the purchase price of these notes is
14.60%
as of
December 31, 2012
.
|
(2)
|
The effective interest rate based on the purchase price of these notes is
14.47%
as of
December 31, 2012
.
|
(3)
|
Interest only, with principal due on maturity.
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance as of the beginning of the year
|
$
|
57,459
|
|
|
$
|
57,091
|
|
|
$
|
54,763
|
|
Additions:
|
|
|
|
|
|
||||||
Amortization of discount and capitalized loan costs, net
|
—
|
|
|
368
|
|
|
2,328
|
|
|||
Deductions:
|
|
|
|
|
|
||||||
Mortgage loan included in the consideration for the acquisition of a building
|
(37,264
|
)
|
|
—
|
|
|
—
|
|
|||
Write-off of capitalized closing costs
|
(195
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of the end of the year
|
$
|
20,000
|
|
|
$
|
57,459
|
|
|
$
|
57,091
|
|
|
|
HEALTHCARE TRUST OF AMERICA, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
|
|
|
Scott D. Peters
|
|
|
|
|
Chief Executive Officer, President and Chairman
|
|
|
Signatures
|
|
Title
|
|
|
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman
(Principal Executive Officer)
|
Scott D. Peters
|
|
|
|
|
|
/s/ Kellie S. Pruitt
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Kellie S. Pruitt
|
|
|
|
|
|
/s/ Maurice J. DeWald
|
|
Director
|
Maurice J. DeWald
|
|
|
|
|
|
/s/ W. Bradley Blair, II
|
|
Director
|
W. Bradley Blair, II
|
|
|
|
|
|
/s/ Warren D. Fix
|
|
Director
|
Warren D. Fix
|
|
|
|
|
|
/s/ Larry L. Mathis
|
|
Director
|
Larry L. Mathis
|
|
|
|
|
|
/s/ Gary T. Wescombe
|
|
Director
|
Gary T. Wescombe
|
|
|
|
|
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
|
|
|
|
|
|
|
|
|
By:
|
HEALTHCARE TRUST OF AMERICA, INC. its General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott D. Peters
|
|
|
|
|
Scott D. Peters
|
|
|
|
|
Chief Executive Officer, President and Chairman
|
|
|
Signatures
|
|
Title
|
|
|
|
/s/ Scott D. Peters
|
|
Chief Executive Officer, President and Chairman (Principal Executive Officer) of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
Scott D. Peters
|
|
|
|
|
|
/s/ Kellie S. Pruitt
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
Kellie S. Pruitt
|
|
|
|
|
|
/s/ Maurice J. DeWald
|
|
Director of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
Maurice J. DeWald
|
|
|
|
|
|
/s/ W. Bradley Blair, II
|
|
Director of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
W. Bradley Blair, II
|
|
|
|
|
|
/s/ Warren D. Fix
|
|
Director of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
Warren D. Fix
|
|
|
|
|
|
/s/ Larry L. Mathis
|
|
Director of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
Larry L. Mathis
|
|
|
|
|
|
/s/ Gary T. Wescombe
|
|
Director of Healthcare Trust of America, Inc., general partner of Healthcare Trust of America Holdings, LP
|
Gary T. Wescombe
|
|
3.1
|
Fourth Articles of Amendment and Restatement (included as Exhibit 3.1 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).
|
3.2
|
Amended and Restated Bylaws of Healthcare Trust of America, Inc., effective December 19, 2012 (included as Exhibit 3.1 to Healthcare Trust of America, Inc.'s Current Report on Form 8-K filed December 19, 2012 and incorporated herein by reference).
|
3.3*
|
Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P.
|
3.4*
|
Certificate of Correction to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P.
|
3.5*
|
Certificate of Amendment to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P.
|
3.6*
|
Amendment to the Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P.
|
3.7*
|
Certificate of Amendment to Certificate of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP.
|
3.8*
|
Certificate of Amendment to Certificate of Limited Partnership of Healthcare Trust of America Holdings, LP.
|
3.9
|
Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to Healthcare Trust of America, Inc.'s Current Report on Form 8-K filed December 21, 2012 and incorporated herein by reference).
|
4.1
|
Healthcare Trust of America, Inc. Share Repurchase Plan, effective August 25, 2008 (included as Exhibit C to Healthcare Trust of America, Inc.’s Post-Effective Amendment No. 14 to the Form S-11 filed on October 23, 2009 and incorporated herein by reference).
|
4.2
|
Healthcare Trust of America, Inc. Distribution Reinvestment Plan, effective September 20, 2006 (included as Exhibit B to Healthcare Trust of America, Inc.'s Post-Effective Amendment No. 14 to the Form S-11 filed on October 23, 2009 and incorporated herein by reference).
|
4.3
|
Indenture, dated March 28, 2013, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.70% Senior Notes due 2023 and the guarantee thereof (included as Exhibit 4.1 to Healthcare Trust of America, Inc.'s Current Report on Form 8-K filed March 28, 2013 and incorporated herein by reference).
|
5.1*
|
Opinion of O’Melveny & Myers LLP.
|
5.2*
|
Opinion of Venable LLP.
|
8.1*
|
Opinion of O’Melveny & Myers LLP as to tax matters.
|
10.1
|
Agreement of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 9, 2006 and incorporated herein by reference).
|
10.2
|
Amendment No. 1 to Agreement of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP (included as Exhibit 10.2 to our Current Report on Form 8-K filed on November 19, 2008 and incorporated herein by reference).
|
10.3
|
Amendment No. 2 to Agreement of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP by Healthcare Trust of America, Inc. (formerly known as Grubb & Ellis Healthcare REIT, Inc.) dated as of August 24, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed August 27, 2009 and incorporated herein by reference).
|
10.4
|
NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan) (included as Exhibit 10.3 to our Registration Statement on Form S-11 (Commission File No. 333-133652) filed on April 28, 2006 and incorporated herein by reference).
|
10.5
|
Amendment to the NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan) (included as Exhibit 10.4 to Amendment No. 6 to our Registration Statement on Form S-11 (Commission File No. 333-133652) filed on September 12, 2006 and incorporated herein by reference).
|
10.6
|
Amendment to the Grubb & Ellis Healthcare REIT, Inc. 2006 Independent Directors’ Compensation Plan, effective January 1, 2009 (included as Exhibit 10.68 in our Annual Report on Form 10-K filed March 27, 2009 and incorporated herein by reference).
|
10.7
|
Amendment to the Healthcare Trust of America, Inc. 2006 Independent Directors Compensation Plan, effective as of May 20, 2010 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed August 16, 2010 and incorporated herein by reference).
|
10.8
|
Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated February 24, 2011 (included as Exhibit 10.1 to our Current Report on Form 8-K filed March 2, 2011 and incorporated herein by reference).
|
10.9
|
Employment Agreement between Grubb & Ellis Healthcare REIT, Inc. and Scott D. Peters, effective as of July 1, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed July 8, 2009 and incorporated herein by reference).
|
10.1
|
Amendment to Employment Agreement with Scott D. Peters, effective as of May 20, 2010 (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed August 16, 2010 and incorporated herein by reference).
|
10.11
|
Employment Agreement between Grubb & Ellis Healthcare REIT, Inc. and Mark Engstrom, effective as of July 1, 2009 (included as Exhibit 10.2 to our Current Report on Form 8-K filed July 8, 2009 and incorporated herein by reference).
|
10.12
|
Employment Agreement between Grubb & Ellis Healthcare REIT, Inc. and Kellie S. Pruitt effective as of July 1, 2009 (included as Exhibit 10.3 to our Current Report on Form 8-K filed July 8, 2009 and incorporated herein by reference).
|
10.13
|
Form of Amended and Restated Indemnification Agreement executed by Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Larry L. Mathis and Gary T. Wescombe (included as Exhibit 10.1 to our Current Report on Form 8-K filed December 22, 2010 and incorporated herein by reference).
|
10.14
|
Form of Indemnification Agreement executed by Kellie S. Pruitt and Mark D. Engstrom (included as Exhibit 10.2 to our Current Report on Form 8-K filed December 22, 2010 and incorporated herein by reference).
|
10.15
|
Purchase and Sale Agreement by and between Greenville Hospital System and HTA Greenville, LLC, dated July 15, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed July 16, 2009 and incorporated herein by reference).
|
10.16
|
First Amendment to Purchase and Sale Agreement by and between Greenville Hospital System and HTA Greenville, LLC, dated August 14, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed August 20, 2009 and incorporated herein by reference).
|
10.17
|
Second Amendment to Agreement of Sale and Purchase by and between Greenville Hospital System and HTA Greenville, LLC, dated August 21, 2009 (included as Exhibit 10.2 to our Current Report on Form 8-K filed August 27, 2009 and incorporated herein by reference).
|
10.18
|
Third Amendment to Agreement of Sale and Purchase by and between Greenville Hospital System and HTA Greenville, LLC, dated August 26, 2009 (included as Exhibit 10.3 to our Current Report on Form 8-K filed August 27, 2009 and incorporated herein by reference).
|
10.19
|
Fourth Amendment to Agreement of Sale and Purchase by and between Greenville Hospital System and HTA — Greenville, LLC, dated September 4, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed September 11, 2009 and incorporated herein by reference).
|
10.20
|
Future Development Agreement by and between HTA — Greenville, LLC and Greenville Hospital System, dated September 9, 2009 (included as Exhibit 10.1 to our Current Report on Form 8-K filed September 22, 2009 and incorporated herein by reference).
|
10.21
|
Right of First Opportunity by and between HTA — Greenville, LLC and Greenville Hospital System, dated September 9, 2009 (included as Exhibit 10.2 to our Current Report on Form 8-K filed September 22, 2009 and incorporated herein by reference).
|
10.22
|
Purchase and Sale Agreement dated October 26, 2010 by and between COLUMBIA NAH GROUP, LLC and HTA — NORTHERN BERKSHIRE, LLC (included as Exhibit 10.7 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.23
|
Purchase and Sale Agreement dated October 26, 2010 by and between COLUMBIA 90 ASSOCIATES, LLC and HTA — REGION HEALTH, LLC (included as Exhibit 10.8 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.24
|
Purchase and Sale Agreement dated October 26, 2010 by and between WASHINGTON AVE. CAMPUS, LLC and HTA — 1223 WASHINGTON, LLC (included as Exhibit 10.9 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.25
|
Purchase and Sale Agreement dated October 26, 2010 by and between COLUMBIA TEMPLE TERRACE, LLC and HTA — 13020 TELECOM, LLC (included as Exhibit 10.10 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.26
|
Purchase and Sale Agreement dated October 26, 2010 by and between PATROON CREEK BLVD, LLC and HTA — PATROON CREEK, LLC (included as Exhibit 10.11 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.27
|
Purchase and Sale Agreement dated October 26, 2010 by and between COLUMBIA PHC GROUP, LLC and HTA — PUTNAM CENTER, LLC (included as Exhibit 10.12 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.28
|
Purchase and Sale Agreement dated October 26, 2010 by and between PINSTRIPES, LLC and HTA — 1092 MADISON, LLC (included as Exhibit 10.13 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.29
|
Purchase and Sale Agreement dated October 26, 2010 by and between COLUMBIA WASHINGTON VENTURES, LLC and HTA — WASHINGTON MEDICAL ARTS I, LLC (included as Exhibit 10.14 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.30
|
Purchase and Sale Agreement dated October 26, 2010 by and between 1375 ASSOCIATES, LLC, ERLY REALTY DEVELOPMENT, INC, and HTA — WASHINGTON MEDICAL ARTS II, LLC (included as Exhibit 10.15 to Post-Effective Amendment No. 1 to the Company’s Form S-11 Registration Statement (Commission File No. 333-158418) filed on December 27, 2010 and incorporated herein by reference).
|
10.31
|
Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as syndication agents, U.S. Bank National Association, Fifth Third Bank, Capital One, N.A., Regions Bank, and Compass Bank, as documentation agents, and the Lenders Party Hereto dated March 29, 2012 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on April 2, 2012 and incorporated herein by reference).
|
10.32
|
Guaranty by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender dated March 29, 2012 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on April 2, 2012 and incorporate herein by reference).
|
10.33
|
Leasehold Purchase and Sale Agreement is made and entered into as of March 9, 2012, by and between Steward Health Care System LLC and Healthcare Trust of America, Inc. (included as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed May 15, 2012 and incorporated herein by reference).
|
10.34
|
Employment Agreement between Healthcare Trust of America, Inc. and Amanda Houghton effective as of March 24, 2011 (included as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed May 15, 2012 and incorporated herein by reference).
|
10.35
|
Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.36
|
Form of LTIP Award Agreement (CEO Version) (included as Exhibit 10.2 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.37
|
Form of LTIP Award Agreement (Executive Version) (included as Exhibit 10.3 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.38
|
Form of LTIP Award Agreement (Director Version) (included as Exhibit 10.4 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.39
|
Amendment to Employment Agreement with Scott D. Peters, effective as of May 16, 2012 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.4
|
Amendment to Employment Agreement with Kellie S. Pruitt, effective as of May16, 2012 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.41
|
Amendment to Employment Agreement with Mark D. Engstrom, effective as of May 16, 2012 (included as Exhibit 10.7 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
|
10.42
|
Credit Agreement by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as lead arranger, and the Lenders Party Hereto, dated July 20, 2012 (included as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
|
10.43
|
Guaranty by Healthcare Trust of America, Inc. in favor of Wells Fargo Bank, N.A., as administrative agent dated July 20, 2012 (included as Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
|
10.44
|
Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed December 21, 2012 and incorporated herein by reference).
|
10.45
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Scott D. Peters, effective January 1, 2013 (included as Exhibit 10.45 to Healthcare Trust of America Inc.’s Annual Report on Form 10-K filed March 1, 2013 and incorporated herein by reference).
|
10.46
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Kellie S. Pruitt, effective January 1, 2013 (included as Exhibit 10.46 to Healthcare Trust of America Inc.’s Annual Report on Form 10-K filed March 1, 2013 and incorporated herein by reference).
|
10.47
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Mark Engstrom, effective January 1, 2013 (included as Exhibit 10.47 to Healthcare Trust of America Inc.’s Annual Report on Form 10-K filed March 1, 2013 and incorporated herein by reference).
|
10.48
|
Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda Houghton, effective January 1, 2013 (included as Exhibit 10.48 to Healthcare Trust of America Inc.’s Annual Report on Form 10-K filed March 1, 2013 and incorporated herein by reference).
|
10.49
|
Form of Indemnification Agreement executed by Amanda Houghton (included as Exhibit 10.49 to Healthcare Trust of America Inc.’s Annual Report on Form 10-K filed March 1, 2013 and incorporated herein by reference).
|
10.50
|
Form of Indemnification Agreement executed by Robert Milligan (included as Exhibit 10.50 to Healthcare Trust of America Inc.’s Annual Report on Form 10-K filed March 1, 2013 and incorporated herein by reference).
|
10.51
|
Registration Rights Agreement, dated March 28, 2013, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc. (included as Exhibit 4.2 to Healthcare Trust of America, Inc.'s Current Report on Form 8-K filed March 28, 2013 and incorporated herein by reference).
|
12.1*
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
|
23.1*
|
Consent of O’Melveny & Myers LLP (included in Exhibit 5.1).
|
23.2*
|
Consent of Venable LLP (included in Exhibit 5.2).
|
23.3*
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
|
24.1
|
Power of Attorney (included on signature page).
|
25.1*
|
Form T-1 Statement of Eligibility of U.S. Bank National Association, as the Trustee under the Indenture.
|
99.1*
|
Form of Letter of Transmittal.
|
99.2*
|
Form of Notice of Guaranteed Delivery.
|
99.3*
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
99.4*
|
Form of Instructions from Beneficial Owners to Registered Holders and DTC Participants.
|
99.5*
|
Form of Letter to Clients.
|
99.6*
|
Form of Exchange Agent Agreement.
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
|
|
|
|
NNN HEALTHCARE/OFFICE REIT, INC.
|
|
|
|
|
|
|
By:
|
/s/ Andrea R. Biller
|
|
|
|
Name: Andrea R. Biller
|
|
|
|
Title: Secretary
|
|
1.
|
The name of the limited partnership is NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P.
|
2.
|
A Certificate of Limited Partnership was filed by the Secretary of State of Delaware on April 20, 2006 that requires correction as permitted by Section 17-213(a) of the Delaware Revised Uniform Limited Partnership Act.
|
3.
|
The inaccuracy or defect of the Certificate of Limited Partnership to be corrected is as follows: the limited partnership’s registered agent is incorrect.
|
4.
|
The registered agent’s name and address is corrected to read as follows:
|
|
|
|
|
|
|
NNN HEALTHCARE/OFFICE REIT, INC., its
|
|
|
|
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Andrea R. Biller
|
|
|
|
Andrea R. Biller
|
|
|
|
Secretary
|
|
|
|
|
|
|
By:
|
NNN Healthcare/Office Reit, Inc.,
|
|
|
|
A Maryland Domestic Corporation,
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
|
/s/ Paul J. Hagan
|
|
|
|
By: Paul J. Hagan, Assistant Secretary
|
|
|
|
|
|
FIRST: The name of the Limited Partnership is
|
|
|
|
NNN Healthcare/Office REIT Holdings, L.P.
|
|
The name of the Limited Partnership is Grubb & Ellis Healthcare REIT Holdings, LP.
|
|
By:
|
/s/ Andrea R. Biller
|
|
|
|
General Partner(s)
|
|
|
By:
|
NNN Healthcare/Office REIT, Inc.,
|
|
|
|
its General Partner
|
|
|
By:
|
Andrea R. Biller, Secretary
|
|
|
|
|
|
|
|
HEALTHCARE TRUST OF AMERICA, INC.,
|
|
|
|
its General Partner
|
|
|
|
|
|
|
By:
|
/s/ Kellie S. Pruitt
|
|
|
|
Kellie S. Pruitt, Secretary
|
|
1.
|
The name of the limited partnership is
|
|
|
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP.
|
|
||
|
|
|
|
2.
|
The Registered Office of the limited partnership in the State of Delaware is changed to
|
||
Corporation Trust Center
|
|
|
|
1209 Orange Street
|
(street), in the City of
|
Wilmington,
|
|
Zip Code
|
19801.
|
The name of the Registered Agent at such address upon
|
|
whom process against this limited partnership may be served is
|
|
||
THE CORPORATION TRUST COMPANY.
|
|
|
|
|
|
HEALTHCARE TRUST OF AMERICA, INC., General Partner
|
|
|
|
|
By:
|
/s/ Nichol McCroy
|
|
Name:
|
Nichol McCroy, Vice President
|
1.
|
the Exchange Notes have been duly authorized by all necessary partnership action on the part of the Issuer; and
|
2.
|
upon the acceptance for exchange of the Original Notes and the Original Guarantees and the delivery of the Exchange Notes and Exchange Guarantees in exchange for the Original Notes and Original Guarantees in accordance with the Prospectus constituting part of the Registration Statement, and upon the authentication of the certificates representing the Exchange Notes by a duly authorized signatory of the Trustee, the Exchange Notes and the Exchange Guarantees will be the legally valid and binding obligations of the Issuer and the Guarantor, as applicable, enforceable against the Issuer and the Guarantor in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.
|
|
Six Months Ended June 30, 2013
|
|
Year Ended December 31,
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||||||
Earnings (losses)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax income (loss) related to continuing operations before adjustments for income or loss from equity investees
|
$
|
15,272
|
|
|
$
|
(24,936
|
)
|
|
$
|
5,173
|
|
|
$
|
(8,108
|
)
|
|
$
|
(24,614
|
)
|
|
$
|
(27,782
|
)
|
Fixed charges
|
26,455
|
|
|
46,231
|
|
|
41,672
|
|
|
35,498
|
|
|
27,949
|
|
|
20,088
|
|
||||||
Noncontrolling interest in pre-tax (income) loss of subsidiaries that have not incurred fixed charges
|
(30
|
)
|
|
(40
|
)
|
|
(30
|
)
|
|
25
|
|
|
(304
|
)
|
|
(39
|
)
|
||||||
Earnings (losses) available for fixed charges
|
$
|
41,697
|
|
|
$
|
21,255
|
|
|
$
|
46,815
|
|
|
$
|
27,415
|
|
|
$
|
3,031
|
|
|
$
|
(7,733
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
23,575
|
|
|
$
|
41,139
|
|
|
$
|
37,374
|
|
|
$
|
32,172
|
|
|
$
|
25,614
|
|
|
$
|
18,682
|
|
Amortized premiums, discounts or capitalized expense related to indebtedness
|
2,183
|
|
|
3,673
|
|
|
3,089
|
|
|
2,513
|
|
|
2,085
|
|
|
1,363
|
|
||||||
Estimate of interest within rental expenses
|
697
|
|
|
1,419
|
|
|
1,209
|
|
|
813
|
|
|
250
|
|
|
43
|
|
||||||
Total fixed charges
|
$
|
26,455
|
|
|
$
|
46,231
|
|
|
$
|
41,672
|
|
|
$
|
35,498
|
|
|
$
|
27,949
|
|
|
$
|
20,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
1.58
|
|
|
(1
|
)
|
|
1.12
|
|
|
(1
|
)
|
|
(1)
|
|
|
(1
|
)
|
|
Six Months Ended June 30, 2013
|
|
Year Ended December 31,
|
||||||||||||||||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||||||
Earnings (losses)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax income (loss) related to continuing operations before adjustments for income or loss from equity investees
|
$
|
15,272
|
|
|
$
|
(24,936
|
)
|
|
$
|
5,173
|
|
|
$
|
(8,108
|
)
|
|
$
|
(24,614
|
)
|
|
$
|
(27,782
|
)
|
Fixed charges
|
26,455
|
|
|
46,231
|
|
|
41,672
|
|
|
35,498
|
|
|
27,949
|
|
|
20,088
|
|
||||||
Noncontrolling interest in pre-tax (income) loss of subsidiaries that have not incurred fixed charges
|
(241
|
)
|
|
(56
|
)
|
|
(52
|
)
|
|
16
|
|
|
(304
|
)
|
|
(39
|
)
|
||||||
Earnings (losses) available for fixed charges
|
$
|
41,486
|
|
|
$
|
21,239
|
|
|
$
|
46,793
|
|
|
$
|
27,406
|
|
|
$
|
3,031
|
|
|
$
|
(7,733
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
23,575
|
|
|
$
|
41,139
|
|
|
$
|
37,374
|
|
|
$
|
32,172
|
|
|
$
|
25,614
|
|
|
$
|
18,682
|
|
Amortized premiums, discounts or capitalized expense related to indebtedness
|
2,183
|
|
|
3,673
|
|
|
3,089
|
|
|
2,513
|
|
|
2,085
|
|
|
1,363
|
|
||||||
Estimate of interest within rental expenses
|
697
|
|
|
1,419
|
|
|
1,209
|
|
|
813
|
|
|
250
|
|
|
43
|
|
||||||
Total fixed charges
|
$
|
26,455
|
|
|
$
|
46,231
|
|
|
$
|
41,672
|
|
|
$
|
35,498
|
|
|
$
|
27,949
|
|
|
$
|
20,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
1.57
|
|
|
(1
|
)
|
|
1.12
|
|
|
(1
|
)
|
|
(1)
|
|
|
(1
|
)
|
800 Nicollet Mall
Minneapolis, Minnesota
|
55402
|
(Address of principal executive offices)
|
(Zip Code)
|
Delaware
|
20-4738347
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
16435 N Scottsdale Road #320
Scottsdale, Arizona
|
85254
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Items 3-15
|
Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
|
|
|
|
|
|
By:
|
/s/ Mary Ambriz-Reyes
|
|
|
|
Mary Ambriz-Reyes
|
|
|
|
Vice President
|
|
|
|
|
|
|
By:
|
/s/ Mary Ambriz-Reyes
|
|
|
|
Mary Ambriz-Reyes
|
|
|
|
Vice President
|
|
|
|
6/30/2013
|
||
Assets
|
|
|
||
Cash and Balances Due From Depository Institutions
|
|
$
|
6,618,511
|
|
Securities
|
|
74,478,321
|
|
|
Federal Funds
|
|
79,268
|
|
|
Loans & Lease Financing Receivables
|
|
226,554,158
|
|
|
Fixed Assets
|
|
4,958,016
|
|
|
Intangible Assets
|
|
13,125,133
|
|
|
Other Assets
|
|
23,519,520
|
|
|
Total Assets
|
|
$
|
349,332,927
|
|
|
|
|
||
Liabilities
|
|
|
||
Deposits
|
|
$
|
260,085,043
|
|
Fed Funds
|
|
2,946,249
|
|
|
Treasury Demand Notes
|
|
0
|
|
|
Trading Liabilities
|
|
639,343
|
|
|
Other Borrowed Money
|
|
27,488,313
|
|
|
Acceptances
|
|
0
|
|
|
Subordinated Notes and Debentures
|
|
4,836,320
|
|
|
Other Liabilities
|
|
13,040,945
|
|
|
Total Liabilities
|
|
$
|
309,036,213
|
|
|
|
|
||
Equity
|
|
|
||
Common and Preferred Stock
|
|
18,200
|
|
|
Surplus
|
|
14,216,132
|
|
|
Undivided Profits
|
|
24,513,966
|
|
|
Minority Interest in Subsidiaries
|
|
1,548,416
|
|
|
Total Equity Capital
|
|
$
|
40,296,714
|
|
|
|
|
||
Total Liabilities and Equity Capital
|
|
$
|
349,332,927
|
|
By First Class Mail
|
|
|
(Registered or Certified Mail Recommended):
|
|
By Courier or Overnight Delivery
|
U.S. Bank National Association
|
|
U.S. Bank National Association
|
Global Corporate Trust Services
|
|
Attn: Specialized Finance
|
60 Livingston Ave., EP-MN-WS2N
|
|
111 Filmore Avenue
|
St. Paul, MN 55107-2292
|
|
St. Paul, MN 55107-1402
|
Attention: Specialized Finance
|
|
|
By Facsimile Transmission
|
(for eligible institutions only):
|
(651) 466-7372
|
Attention: Specialized Finance
|
Fax cover sheet should provide a call back number and
|
request a call back, upon receipt
|
Confirm receipt by calling:
|
(651) 466-7150
|
•
|
complete the box entitled “Description of Private Notes;”
|
•
|
if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;
|
•
|
sign this Letter of Transmittal; and
|
•
|
complete the included Form W-9 (or provide an IRS Form W-8).
|
DESCRIPTION OF PRIVATE NOTES
|
||||||
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) (PLEASE FILL IN) |
|
SERIES AND
CERTIFICATE NUMBER(S)* |
|
AGGREGATE
PRINCIPAL AMOUNT AT MATURITY REPRESENTED** |
|
PRINCIPAL
AMOUNT AT MATURITY TENDERED** |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Need not be completed by holders delivering by book-entry transfer (see below).
|
**
|
Unless otherwise indicated in the column “Principal Amount at Maturity Tendered” and subject to the terms and conditions of the Exchange Offer, the holder will be deemed to have tendered the entire aggregate principal amount at maturity represented by each note listed above and delivered to the Exchange Agent. See Instruction 4.
|
¨
|
CHECK HERE IF CERTIFICATES FOR TENDERED PRIVATE NOTES ARE ENCLOSED HEREWITH.
|
¨
|
CHECK HERE IF TENDERED PRIVATE NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
|
Name of Tendering Institution:
|
|
|
|
Account Number with DTC:
|
|
|
|
Transaction Code Number:
|
|
¨
|
CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED PRIVATE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
|
Name(s) of Registered Holder(s):
|
|
|
|
Window Ticket Number(s) (if any):
|
|
|
|
Date of Execution of the Notice of Guaranteed Delivery:
|
|
|
|
Name of Eligible Institution that Guaranteed Delivery:
|
|
|
|
If delivered by Book-Entry Transfer, complete the following:
|
|
|
|
Name of Tendering Institution:
|
|
|
|
Account Number at DTC:
|
|
|
|
Transaction Code Number:
|
|
¨
|
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN ADDITIONAL COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
|
Name:
|
|
|
|
Address:
|
|
|
|
Area Code and Telephone Number:
|
|
X
|
|
|
|
X
|
|
|
Signature(s) of Holder(s) or Authorized Signatory
|
|
Dated:
|
|
, 2013
|
|
Name(s):
|
|
|
|
Capacity:
|
|
|
|
Address:
|
|
|
|
Zip Code:
|
|
|
|
Area Code and Telephone No.:
|
|
Certain Signatures Must Be Guaranteed by a Signature Guarantor
|
|
(Name of Signature Guarantor Guaranteeing Signatures)
|
|
(Address (including zip code) and Telephone Number (including area code) of Firm)
|
|
(Authorized Signature)
|
|
(Printed Name)
|
|
(Title)
|
|
Dated:
|
|
, 2013
|
|
Name(s):
|
|
|
|
Address:
|
|
|
|
Telephone Number:
|
|
|
|
|
|
(Tax Identification or Social Security Number)
|
|
|
|
DTC Account Number:
|
|
Name(s):
|
|
|
|
Address:
|
|
|
|
Telephone Number:
|
|
|
|
|
|
(Tax Identification or Social Security Number)
|
By First Class Mail
|
|
|
(Registered or Certified Mail Recommended):
|
|
By Courier or Overnight Delivery
|
U.S. Bank National Association
|
|
U.S. Bank National Association
|
Global Corporate Trust Services
|
|
Attn: Specialized Finance
|
60 Livingston Ave., EP-MN-WS2N
|
|
111 Filmore Avenue
|
St. Paul, MN 55107-2292
|
|
St. Paul, MN 55107-1402
|
Attention: Specialized Finance
|
|
|
By Facsimile Transmission
|
(for eligible institutions only):
|
(651) 466-7372
|
Attention: Specialized Finance
|
Fax cover sheet should provide a call back number and
|
request a call back, upon receipt
|
Confirm receipt by calling:
|
(651) 466-7150
|
X
|
|
|
Date:
|
|
|
|
|
|
|
|
|
X
|
|
|
Address:
|
|
|
|
|
|
|
|
|
Signature(s) of Registered Holder(s) or Authorized Signatory
|
|
Area Code and Telephone No.:
|
|
||
|
|
|
|
|
|
Name(s) of Registered Holder(s):
|
|
|
|
|
|
|
|
|
If Private Notes will be delivered by book-entry transfer, provide information below:
|
||
Series and Principal Amount of Private Notes Tendered*:
|
|
|
|
|
|
|
|
|
Name of Tendering Institution:
|
|
|
Certificate No.(s) of Private Notes (if available):
|
|
|
|
|
|
|
|
|
Depository Account No. with DTC:
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Code Number:
|
|
|
|
|
|
|
|
|
*
|
Must be in denominations of $1,000 and integral multiples thereof.
|
Name(s):
|
|
|
|
Capacity:
|
|
|
|
Address(es):
|
|
|
|
|
|
|
|
|
|
Name of Firm:
|
|
|
|
Authorized Signature:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
|
Area Code and Telephone Number:
|
|
|
Dated:
|
|
, 2013
|
|
1.
|
the prospectus, dated , 2013;
|
2.
|
the letter of transmittal for your use and for the information of your clients (facsimile copies of the letter of transmittal may be used to tender Private Notes);
|
3.
|
a form of letter which may be sent to your clients for whose accounts you hold Private Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and
|
4.
|
a notice of guaranteed delivery.
|
$
|
|
of 3.70% Senior Notes due 2023
|
|
$
|
|
of 3.70% Senior Notes due 2023
|
|
•
|
you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that:
|
•
|
the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned;
|
•
|
the undersigned is not engaging in and does not intend to engage in a distribution of the Exchange Notes;
|
•
|
the undersigned does not have an arrangement or understanding with any person to participate in the distribution of such Exchange Notes;
|
•
|
the undersigned is not an “affiliate” of the Issuer or Healthcare Trust of America, Inc., the guarantor, within the meaning of Rule 405 under the Securities Act;
|
•
|
if the undersigned is a resident of the State of California, it falls under the self-executing institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations;
|
•
|
if the undersigned is a resident of the Commonwealth of Pennsylvania, it falls under the self-executing institutional investor exemption set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an interpretive opinion dated November 16, 1985;
|
•
|
any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;
|
•
|
a secondary resale transaction described in the previous bullet point and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Private Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC;
|
•
|
if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Private Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, the undersigned is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and
|
•
|
the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations;
|
•
|
you, on behalf of the undersigned, agree to the terms set forth in the letter of transmittal; and
|
•
|
you will take such other action as necessary under the prospectus or the letter of transmittal to effect the valid tender of Private Notes.
|
Name of beneficial owner(s) (please print):
|
|
|
|
|
|
Signature(s):
|
|
|
|
|
|
Capacity (full title), if signing in a fiduciary or representative capacity:
|
|
|
|
|
|
Address:
|
|
|
|
|
|
Telephone Number:
|
|
|
|
|
|
Taxpayer Identification Number or Social Security Number:
|
|
|
|
|
|
Date:
|
|
|
1.
|
The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2013, unless extended. Private notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 p.m. New York City time, on the expiration date.
|
2.
|
The Exchange Offer is for the exchange of $1,000 principal amount of Exchange Notes, and integral multiples thereof, for each $1,000 principal amount of Private Notes, and integral multiples thereof. An aggregate principal amount of $300,000,000 of Private Notes was outstanding as of , 2013.
|
3.
|
The Exchange Offer is subject to certain conditions. See “The Exchange Offer — Conditions” in the Prospectus.
|
4.
|
The Issuer has agreed to pay certain of the expenses of the Exchange Offer. It will pay any transfer taxes incident to the transfer of Private Notes from the tendering holder to the Issuer, except as provided in the Prospectus and the letter of transmittal. See “The Exchange Offer — Fees and Expenses” in the Prospectus and instruction 8 of the letter of transmittal.
|
5.
|
Based on an interpretation of the Securities Act by the staff of the Securities Exchange Commission, the Issuer believes that the Exchange Notes issued in the Exchange Offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and Prospectus delivery requirements of the Securities Act as long as:
|
a)
|
you are acquiring the Exchange Notes in the ordinary course of your business;
|
b)
|
you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes;
|
c)
|
you are not an “affiliate” of the Issuer or Healthcare Trust of America, Inc., the guarantor; and
|
d)
|
you are not a broker-dealer that acquired any of its Private Notes directly from the Issuer.
|
1.
|
You will perform such duties and only such duties as are specifically set forth herein or in the section of the Prospectus captioned “The Exchange Offer”, in the Letter of Transmittal accompanying the Prospectus and such duties which are necessarily incidental thereto;
provided
,
however
, that in no way will your general duty to act in good faith be discharged by the foregoing.
|
2.
|
You will establish book-entry accounts with respect to the Existing Notes at DTC for purposes of the Exchange Offer within two (2) business days after the effective date of the Registration Statement, and any financial institution that is a participant in DTC’s systems may make book-entry delivery of the Existing Notes by causing DTC to transfer such Existing Notes into your account in accordance with DTC’s procedure for such transfer (including, as applicable, ATOP). The account shall be maintained until all Existing Notes tendered pursuant to the Exchange Offer have been either accepted or returned.
|
3.
|
You are to examine each of the Letters of Transmittal (or confirmation of book-entry transfers into your account at DTC) and any other documents delivered or mailed to you by or for holders of the Existing Notes to ascertain whether (a) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and in the Prospectus or that such book-entry confirmations are in due and proper form and contain the information required to be set forth therein, and (b) the Existing Notes have otherwise been properly tendered. With respect to any Letters of Transmittal and Exiting Notes tendered through the ATOP (or applicable guaranteed delivery procedure) you shall be entitled to rely conclusively on information or confirmation you receive from DTC with respect thereto. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or where book-entry confirmations are not in due and proper form or omit certain information or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action reasonably available to you as may be necessary or advisable to cause such irregularity to be corrected.
|
4.
|
Subject to Section 5 below, tenders of Existing Notes may be made only as set forth in the Letter of Transmittal and the Prospectus, and Existing Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.
|
5.
|
With the prior approval of the Chief Executive Officer or the Chief Financial Officer of the general partner of the Company (each an “
Authorized Officer
”) (such approval, if given orally, promptly to be confirmed in writing) or any other party designated by an Authorized Officer in writing, you are authorized to waive any irregularities in connection with any tender of Existing Notes pursuant to the Exchange Offer. You are not otherwise authorized to waive any such irregularities.
|
6.
|
You shall promptly advise the Company with respect to any Existing Notes delivered subsequent to the Expiration Date and accept its instructions with respect to disposition of such Existing Notes.
|
7.
|
You shall accept tenders:
|
(a)
|
in cases where the Existing Notes are registered in two or more names only if signed by all named holders;
|
(b)
|
in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when evidence reasonably satisfactory to you of his or her authority so to act is submitted; and
|
(c)
|
from persons other than the holder of Existing Notes provided that customary transfer requirements, including any payment of applicable transfer taxes, are fulfilled.
|
8.
|
Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice if given orally, promptly to be confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Existing Notes properly tendered and you, on behalf of the Company, will cause the exchange of such Existing Notes for Exchange Notes and cause such Existing Notes to be cancelled. Delivery of Exchange Notes will be made on behalf of the Company by you, subject to due authorization, execution and delivery of such Exchange Notes by the Company, at the rate of $1,000 principal amount of Exchange Notes (subject to adjustment) for each $1,000 principal amount of the Existing Notes tendered, and, in the case of Existing Notes tendered, promptly after notice (such notice if given orally, promptly to be confirmed in writing) of acceptance of said Existing Notes by the Company;
provided
,
however
, that in all cases, Existing Notes tendered pursuant to the Exchange Offer will be exchanged only after confirmation of book-entry transfer into your account at DTC, a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or an “agent’s message” (as defined in the Prospectus) with any required signature guarantees and any other required document. Unless otherwise instructed in writing by the Company, you shall issue Exchange Notes only in denominations of $1,000 or any integral multiple of $1,000 in excess thereof.
|
9.
|
Tenders pursuant to the Exchange Offer are irrevocable after the Expiration Date. Subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at any time on or prior to the Expiration Date in accordance with the terms of the Exchange Offer.
|
10.
|
The Company shall not be required to accept any Existing Notes tendered if any of the conditions set forth in the Prospectus and the Letter of Transmittal are not met. Notice of any decision by the Company not to accept any Existing Notes tendered shall be given (such notices if given orally, promptly shall be confirmed in writing) by the Company to you.
|
11.
|
If, pursuant to the Prospectus or Letter of Transmittal, the Company does not accept for exchange all or part of the Existing Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those unaccepted Existing Notes by appropriate book-entry transfer, together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who effected such book-entry transfer.
|
12.
|
You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any persons to solicit tenders.
|
13.
|
As Exchange Agent hereunder you:
|
(a)
|
shall have no duties or obligations other than those specifically set forth herein or as may subsequently be requested in writing of you by the Company and agreed to by you with respect to the Exchange Offer;
|
(b)
|
will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the Existing Notes deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Prospectus;
|
(c)
|
shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you against any loss, liability or expense;
|
(d)
|
shall not be liable to the Company for any action taken or omitted by you, or any action suffered by you to be taken or omitted, without gross negligence, willful misconduct or bad faith on your part, by reason of or as a result of the administration of your duties hereunder in accordance with the terms and conditions of this Agreement or by reason of your compliance with the instructions set forth herein or with any written or oral instructions delivered to you pursuant hereto, and may conclusively rely on and shall be protected in acting in good faith in reliance upon any certificate, instrument, opinion, notice, letter, facsimile or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by the proper party or parties, and in no event shall you be liable to a holder of the Existing Notes, the Company or any third party for special, indirect or consequential damages or lost profits arising in connection with this Agreement;
|
(e)
|
may act upon any tender, statement, request, document, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith reasonably believe to be genuine or to have been signed or presented by a proper person or persons;
|
(f)
|
may rely on and shall be protected in acting upon written notice, written or oral instructions from an Authorized Officer, or any other party designated in writing by an Authorized Officer;
|
(g)
|
shall not advise any person tendering Existing Notes pursuant to the Exchange Offer as to whether to tender or refrain from tendering all or any portion of Existing Notes or as to the market value, decline or appreciation in market value of any Existing Notes that may or may not occur as a result of the Exchange Offer or as to the market value of the Exchange Notes;
|
(h)
|
may consult with counsel of your choice with respect to any questions relating to your duties and responsibilities, and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by you hereunder in good faith and in reliance thereon; and
|
(i)
|
in your capacity as Exchange Agent, shall act solely as agent of the Company and shall not assume any obligation, or relationship of agency or trust for or, with or on behalf of any of the owners or holders of the Existing Notes.
|
14.
|
You shall make the initial mailing to DTC of a copy of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery (as defined in the Prospectus) and such other documents as may be furnished by the Company under this Agreement (collectively, the “
Exchange Offer Documents
”). You are to make subsequent mailings of the Exchange Offer Documents to any persons who become holders of the Existing Notes prior to the Expiration Date and to any persons as may from time to time be requested by the Company. All mailings pursuant to this paragraph shall be by first class mail, postage prepaid, unless otherwise specified by the Company. You shall also accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for tendering Existing Notes in (or withdrawing tenders of Existing Notes from ) the Exchange Offer. The Company will furnish you with copies of such documents at your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Chief Financial Officer.
|
15.
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You shall advise by facsimile transmission or email, or by telephone promptly followed by facsimile transmission or email, to Chief Financial Officer, from time to time, upon request, as to the aggregate principal amount of Existing Notes which have been tendered pursuant to the Prospectus and the items received by you pursuant to the Exchange Offer and this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons as the Company requests in writing from time to time prior to the Expiration Date of such other information as it or he or she reasonably requests. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Existing Notes tendered, the aggregate principal amount of Existing Notes accepted and the identity of any participating broker-dealers and the aggregate principal amount of Exchange Notes delivered to each, and deliver said list to the Company.
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16.
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Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time of receipt thereof, and shall be preserved by you for a period of time at least equal to the period of time you customarily preserve other records pertaining to the transfer of securities, or one year, whichever is longer. You shall dispose of unused Letters of Transmittal and other surplus materials in accordance with your customary procedures.
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17.
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The Company agrees to pay your customary fees for serving as Exchange Agent as separately agreed and to reimburse you for reasonable legal fees and expenses, as and when incurred. Fees and disbursements and services of an unanticipated or extraordinary nature will be charged when or if incurred, subject to prior notice to and consent by the Company to the extent practicable. The Company’s obligations under this paragraph shall survive the termination of this Agreement and the discharge of your obligations hereunder and any other termination of this Agreement under any federal or state bankruptcy law.
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18.
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You hereby acknowledge receipt of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and the other Exchange Offer Documents. Any inconsistency between this Agreement, on the one hand, and the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and such other Exchange Offer Documents (as they may be amended from time to time), on the other hand, shall be resolved in favor of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and such other Exchange Offer Documents, except with respect to the duties, liabilities and indemnification of you as Exchange Agent which shall be controlled by this Agreement.
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19.
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The Company agrees to indemnify and hold you and your officers, directors, employees, agents and affiliates harmless against any liability, cost or expense, including reasonable attorneys’ fees and expenses, arising out of or in connection with your appointment as Exchange Agent and the performance of your duties hereunder, including, without limitation, any act, omission, delay or refusal made by you in reasonable reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Existing Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Existing Notes;
provided
,
however
, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your gross negligence, willful misconduct or bad faith. In each case, the Company shall be notified by you, by letter or facsimile transmission to Chief Financial Officer, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment after consultation with counsel, that a conflict of interest exists between you and the Company. The Company’s obligations under this paragraph shall survive the termination of this Agreement and the discharge of your obligations hereunder and any other termination of this Agreement under any federal or state bankruptcy law.
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20.
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You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service. The Company understands that you are required, in certain instances, to deduct twenty-eight percent (28%) with respect to interest paid on the Exchange Notes and proceeds from the sale, exchange, redemption or retirement of the Exchange Notes from holders who have not supplied their correct Taxpayer Identification Number or required certification. Such funds will be turned over to the Internal Revenue Service in accordance with applicable regulations.
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21.
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This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Without limitation of the foregoing, the parties hereto expressly agree that no holder of Existing Notes or Exchange Notes shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
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22.
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This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
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23.
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In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
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24.
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This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged.
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25.
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Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be given to such party, addressed to it, at its address or facsimile number set forth below:
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26.
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Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, paragraphs 16, 17 and 19 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for notes, funds or property (including, without limitation, Letters of Transmittal and any other Exchange Offer Documents) then held by you as Exchange Agent under this Agreement.
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27.
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The relationship between you and the Company described in this Agreement is that of agent and principal, and nothing herein shall be deemed to constitute you a trustee for or cause you to owe any fiduciary duty to the holders of Existing Notes or Exchange Notes or to impose any obligation on you other than as stated herein.
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28.
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This Agreement shall be binding and effective as of the date hereof.
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HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
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By:
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Healthcare Trust of America, Inc., its general partner
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By:
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/s/ Kellie S. Pruitt
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Name: Kellie S. Pruitt
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Title: Chief Financial Officer, Secretary and Treasurer
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Accepted as the date first above written
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U.S. BANK NATIONAL ASSOCIATION
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By:
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Name:
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Title
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