Attached files
file | filename |
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EX-5 - EX-5 - HEALTHCARE REALTY TRUST INC | g25504exv5.htm |
EX-1 - EX-1 - HEALTHCARE REALTY TRUST INC | g25504exv1.htm |
EX-12 - EX-12 - HEALTHCARE REALTY TRUST INC | g25504exv12.htm |
EX-25 - EX-25 - HEALTHCARE REALTY TRUST INC | g25504exv25.htm |
EX-4.2 - EX-4.2 - HEALTHCARE REALTY TRUST INC | g25504exv4w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 13, 2010 (December 8, 2010)
HEALTHCARE REALTY TRUST INCORPORATED
MARYLAND | 001-11852 | 62-1507028 | ||
(State or other
jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3310 West End Ave. Suite 700 Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(615) 269-8175
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01. | Entry into a Material Definitive Agreement |
On December 8, 2010, Healthcare Realty Trust Incorporated (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Barclays Capital Inc. and UBS Securities
LLC, as representatives of the several underwriters named therein (the Representatives), pursuant
to which the Company agreed to issue and sell $400 million principal amount of the Companys 5.750%
Senior Notes due 2021 (the Notes) in an underwritten public offering (the Offering). The Notes
are being sold to the underwriters at an issue price of 98.55% of the principal amount thereof, and
the underwriters offered the Notes to the public at a price of 99.20% of the principal amount
thereof. The net proceeds of the Offering, after underwriting discounts and commissions and
estimated expenses of the Offering, are approximately $393.4 million. The Company intends to use
the net proceeds from the Offering to repay the outstanding borrowings on its unsecured credit
facility due September 2012, provide advance funding for the repayment of the Companys Senior
Notes due 2011 at maturity and for general corporate purposes. The closing of the transaction is
subject to customary closing conditions and is expected to occur on December 13, 2010.
The Notes are governed by the Fourth Supplemental Indenture, to be dated December 13, 2010
(the Supplemental Indenture), and related Indenture, dated May 15, 2001 (together with the
Supplemental Indenture, the Indenture), between the Company and Regions Bank, as trustee. The
Notes will mature on January 15, 2021. The Notes will bear interest from December 13, 2010 at the
rate of 5.750% per annum, payable semi-annually on January 15 and July 15 of each year, beginning
July 15, 2011. The Notes will be direct, unsecured obligations of the Company and rank equally
with all of the Companys existing and future senior and unsecured indebtedness.
The Notes may be redeemed in whole at any time or in part from time to time, at the Companys
option, at a redemption price equal to the sum of (i) 100% of the principal amount of Notes then
outstanding to be redeemed or repaid, (ii) the accrued and unpaid interest on the principal amount
being redeemed or repaid to the redemption date, and (iii) the excess, if any, of (a) the sum of
the present values as of the date of such redemption or accelerated payment of the remaining
scheduled payments of principal and interest on the Notes to be redeemed or repaid (not including
any portion of such payments of interest accrued to the date of redemption or repayment) discounted
to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate plus 40 basis points, over (b) the principal amount
being redeemed or repaid.
The Indenture will contain various covenants including the following: (i) debt will not exceed
60% of total assets; (ii) liens will not secure obligations in excess of 40% of total assets; (iii)
total unencumbered assets will not be less than 150% of unsecured debt; and (iv) consolidated
income available for debt service will be at least 150% of consolidated interest expense for the
most recent four previous consecutive fiscal quarters. The Indenture provides for certain events
of default, including default on certain other indebtedness.
The Notes are being sold under a prospectus supplement and the accompanying prospectus filed
with the Securities and Exchange Commission pursuant to the Companys automatic shelf registration
statement on Form S-3 (Registration No. 333-150884). This Current Report on Form 8-K is not an
offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of
these securities in any state or jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of such state or
jurisdiction.
The underwriters of the Offering and/or their respective affiliates have engaged in, and may
in the future engage in, investment banking, commercial banking and other commercial dealings in
the ordinary course of business with the Company and its affiliates, for which they have received
and may continue to receive customary fees and commissions. Affiliates of the underwriters act as
lenders and/or as agents under the Companys unsecured credit facility and therefore will receive a
portion of the proceeds from the Offering. An affiliate of one of the underwriters is the trustee
under the Indenture.
Table of Contents
The foregoing description of the Underwriting Agreement and the Indenture does not purport to
be complete and is qualified in its entirety by reference to the full text of the Underwriting
Agreement and the Indenture which are filed as an exhibits to this Current Report on Form 8-K and
incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 concerning the Companys direct financial obligations
is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits |
1 | Underwriting Agreement dated December 8, 2010 by and among the Company and Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters named therein | ||
4.1 | Indenture, dated as of May 15, 2001, by and between the Company and Regions Bank, as trustee (as successor to the trustee named therein)(incorporated by reference to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2001) | ||
4.2 | Form of Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions Bank, as trustee | ||
4.3 | Form of 5.750% Senior Note due 2021 (set forth in Exhibit B to the form of Fourth Supplemental Indenture filed as Exhibit 4.2 hereto) | ||
5 | Opinion of Waller Lansden Dortch & Davis, LLP | ||
12 | Statement regarding Computation of Ratio of Earnings to Fixed Charges | ||
23 | Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) | ||
25 | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Regions Bank pertaining to the Companys 5.750% Senior Notes due 2021 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HEALTHCARE REALTY TRUST INCORPORATED |
|||||
By | /s/ Scott W. Holmes | ||||
Scott W. Holmes | |||||
Executive Vice President and Chief Financial Officer | |||||
Date: December 13, 2010
Table of Contents
EXHIBIT INDEX
Exhibit | Description | |
1
|
Underwriting Agreement dated December 8, 2010 by and among the Company and Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters named therein | |
4.1
|
Indenture, dated as of May 15, 2001, by and between the Company and Regions Bank, as trustee (as successor to the trustee named therein)(incorporated by reference to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2001) | |
4.2
|
Form of Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions Bank, as trustee | |
4.3
|
Form of 5.750% Senior Note due 2021 (set forth in Exhibit B to the form of Fourth Supplemental Indenture filed as Exhibit 4.2 hereto) | |
5
|
Opinion of Waller Lansden Dortch & Davis, LLP | |
12
|
Statement regarding Computation of Ratio of Earnings to Fixed Charges | |
23
|
Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) | |
25
|
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of Regions Bank pertaining to the Companys 5.750% Senior Notes due 2021 |