UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2017 (April 25, 2017)

HEALTHCARE TRUST OF AMERICA, INC.

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

(Exact name of registrant as specified in its charter)

(480) 998-3478

(Registrant’s 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

Unless otherwise stated, or the context otherwise requires, references in this Current Report to “HTA,” “Company,” “we,” “us,” “our” and similar terms refer to Healthcare Trust of America, Inc., a Maryland corporation, and its subsidiaries, and references in this Current Report to the “Partnership” refer to Healthcare Trust of America Holdings, LP, a Delaware limited partnership.

The Duke Portfolio Acquisition

On April 29, 2017, we entered into sixteen agreements of purchase and sale (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”), with Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities named therein (collectively, “Duke”), pursuant to which we will acquire Duke’s medical office building (“MOB”) business (the “Duke Acquisition”) consisting of (i) 71 properties currently in service with an aggregate GLA of approximately 6.6 million square feet which are approximately 95% leased, on a gross basis, (ii) five properties in development and two expansion properties with an aggregate gross leasable area (“GLA”) of approximately 470,000 square feet which are 86% pre-leased, (iii) interests in two buildings owned by joint ventures and (iv) two parcels of land, totaling approximately 16.5 acres (collectively, the “Duke Assets”). We will also acquire Duke’s existing development, construction and asset management platform (the “Platform”). Pursuant to the Purchase Agreements, we will also assume certain of the liabilities associated with the assets to be acquired from Duke in the Duke Acquisition (the “Assumed Liabilities”).

Pursuant to the Purchase Agreements, the consideration to be paid for the acquisition of the Duke Assets is approximately $2.75 billion, after giving effect to a credit of approximately $50 million to complete the development projects (the “Acquisition Price”). As described below, 31 properties are subject to rights of first offer (“ROFOs”) or rights of first refusal (“ROFRs”), which, if exercised, could remove such properties from the portfolio to be acquired pursuant to the Purchase Agreements.

Pursuant to the terms of the Purchase Agreements, we are obligated to place an earnest money deposit of $150.0 million in escrow with an independent escrow holder (the “Earnest Money”).

The Purchase Agreements provide that we are obligated to purchase the Duke Assets under the Purchase Agreements, subject to certain exceptions, including the satisfaction of the conditions precedent to our obligations to close under the Purchase Agreements. In addition, the Partnership has guaranteed our obligations under the Purchase Agreements. The Purchase Agreements provide that the closing of the Duke Acquisition thereunder may occur in up to four closings, subject to exceptions related to certain Duke Assets, which closings will occur no later than April 29, 2018, but which are expected to close in the second and third quarter of 2017. The Purchase Agreements require that we consummate the acquisition of at least $1.4 billion of the value of the Duke Assets at the initial closing (the “Initial Closing”). Thereafter, we may elect to consummate the acquisition of the remaining Duke Assets in up to three additional closings (each, a “Serial Closing” and together with the Initial Closing, the “Closings”), subject to certain exceptions, and provided that we are required to purchase at least $250 million of the value of the Duke Assets at each Serial Closing (other than in respect of the final Serial Closing). At each Closing, in general, a pro rata portion of the Earnest Money, as well as any interest earned thereon, will be applied toward the amount of cash consideration to be paid at the applicable Closing, subject to certain exceptions.

One Duke Asset, the Baylor Scott & White Rock Prairie MOB located in College Station, Texas (the “College Station MOB”), is undergoing repairs at Duke’s expense. We are not obligated to acquire the College Station MOB until such repairs are complete; provided, however, that if the repairs are not complete within 18 months from the date of the Purchase Agreements, our obligation to consummate the acquisition of the College Station MOB will terminate.

One of the Purchase Agreements provides that Duke has a put right with respect to certain ground leases related to properties acquired as part of the Duke Assets. If Duke exercises such right within 18 months of the date of the Purchase Agreements, we will be obligated to enter into a separate purchase agreement in substantially the same form as the applicable Purchase Agreement to acquire such Duke Assets. In the event we fail to enter into such separate agreement promptly following Duke’s exercise of its put right, we will be obligated to pay Duke $30 million as liquidated damages.

Pursuant to the Purchase Agreements, the Duke Acquisition is subject to various closing conditions, including, among other things, the accuracy of the parties’ representations and warranties and compliance with the parties’ respective covenants. There can be no assurance that any closing condition of the Duke Acquisition will be satisfied or waived, if permitted, or that there will not be events, developments or changes that can cause the closing or closings not to occur. Therefore, there can be no assurance with respect to whether the Duke Acquisition will be completed on the currently contemplated terms, other terms or at all. There is no closing condition relating to our ability to obtain the necessary financing or lender consents for the Duke Acquisition.

In general, as more particularly set forth in the Purchase Agreements, the Purchase Agreements provide that we may terminate the Purchase Agreements if Duke is in breach of any of its representations and warranties, or has failed to comply with any of its obligations or covenants such that any of the conditions precedent to our obligations under the Purchase Agreements cannot be fulfilled. In the case of such termination due to Duke’s default under the Purchase Agreements, we would receive a refund of the Earnest Money, and would be entitled to reimbursement for our actual out-of-pocket costs incurred in preparation for the Duke Acquisition up to $7.5 million. The Purchase Agreements also provide that Duke may terminate the Purchase Agreements if we are in breach of any of our representations and warranties, or have failed to comply with any of our obligations or covenants such that any of the conditions precedent to Duke’s obligations under the Purchase Agreements cannot be fulfilled. In the case of such termination due to our default under the Purchase Agreements, the Earnest Money will be released to Duke as liquidated damages.

The foregoing description of the Purchase Agreements and the Duke Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreements, which are each substantially in the form of the Purchase Agreement attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

The Southwest Health System Portfolio Acquisition

On April 25, 2017, we entered into an agreement of purchase and sale (the “Southwest Health System Purchase Agreement”) pursuant to which we will acquire an MOB portfolio consisting of 11 MOBs (the “Southwest Health System Assets” and, collectively with the Duke Assets, the “Acquisition Assets”) totaling approximately 592,000 square feet of GLA (the “Southwest Health System Acquisition” and, collectively with the Duke Acquisition, the “Acquisitions”) for a purchase price of $150.0 million. Eight of the Southwest Health System Assets are subject to ROFOs or ROFRs exercisable by tenants, which, if exercised, could remove such assets from the portfolio to be acquired. The Southwest Health System Assets are 86% leased and consist of (i) four MOBs located in Phoenix, Arizona, which is one of our key markets, and (ii) seven MOBs located in Southern California. The Southwest Health System Acquisition is subject to customary closing conditions and, accordingly, there can be no assurance that we will complete the Southwest Health System Acquisition.

Stabilized NOI Forecast

We estimate that our stabilized annual net operating income (“NOI”), accounting for the Acquisitions, will be approximately $150 million to $155 million, including gains from increased rental income, same-store growth, pre-leased development assets, lease-ups and operating synergies. We caution you not to place undue reliance on this estimate because it is based on audited and unaudited information provided to us by the sellers of these properties in the diligence process, as well as certain assumptions applied by us, including anticipated occupancy rates, rental rates and expenses, and that there will be no exercise of the outstanding ROFOs or ROFRs with respect to the Acquisition Assets. This estimate is calculated on a non-GAAP basis. Our experience operating these properties may change our expectations with respect to the NOI for these properties. In addition, the actual stabilized NOI may differ from the estimated NOI described above based on numerous factors, including any difficulties which may arise in retaining or achieving assumed occupancy and rental rates, unanticipated expenses, property tax reassessments and the exercise of any of the tenant purchase options applicable to the properties we have under contract. We can provide no assurance that the actual stabilized NOI for these properties will be consistent with the estimated NOI set forth above, and may be materially less.

Rationale for the Acquisitions

We believe the Acquisitions will create strategic portfolio-related and financial benefits for us, including the following:

Portfolios to be Acquired

The Duke Assets consist of 78 properties, consisting of (i) 71 properties currently in service with an aggregate GLA of approximately 6.6 million square feet which are approximately 95% leased on a gross basis, (ii) five properties in development and two expansion projects with an aggregate GLA of approximately 470,000 square feet which are 86% pre-leased, (iii) interests in two buildings owned by joint ventures and (iv) two parcels of land, totaling approximately 16.5 acres. These properties will be internally managed (other than those managed by tenants).

The Southwest Health System Assets consist of 11 properties, comprising 592,000 square feet of GLA and are approximately 86% leased, with 44% leased by Dignity Health Medical Group and 42% leased to related physicians and health providers. These MOBs will be internally managed (other than those managed by tenants) and are located in Phoenix, Arizona (one of our key markets) and in Southern California.

The weighted average lease term of the Duke Assets is 9.6 years.

The table below provides details of the Acquisition Assets as of March 31, 2017 by healthcare group:

The table below provides the percentage of annualized base rent for leases in place as of December 31, 2016, by key market for our consolidated MOBs, as well as MOBs that were under construction, or for which substantial redevelopment is planned or that occurred during 2016, combined for the Acquisitions:

The table below provides the percentage of GLA by key market for leases in place as of December 31, 2016, for our consolidated MOBs, as well as MOBs that were under construction or for which substantial redevelopment is planned or that occurred during 2016, combined for the Acquisitions:

Rights of First Refusal and Rights of First Offer

Certain of the Acquisition Assets are subject to ROFOs or ROFRs. ROFOs or ROFRs as to 39 of the Acquisition Assets have been triggered as a result of the Acquisitions, which could reduce the number of assets acquired pursuant to the Acquisitions if the tenants exercise their respective rights to acquire the properties. The value of such assets is approximately $1.4 billion.

Bridge Loan Facility

In connection with the Duke Acquisition, on April 29, 2017, we received a commitment letter from Wells Fargo Bank, National Association and Wells Fargo Securities, LLC for a senior unsecured bridge loan facility (the “Bridge Loan Facility”) consisting of an aggregate principal amount of up to $2.32 billion, less the aggregate amount of proceeds from debt or equity capital raises or a senior term loan facility(the “Duke Acquisition Bridge Loan”). The Bridge Loan Facility will be made available to us on the Closings as interim financing for the Duke Acquisition, and any loan amount will be advanced in a single draw. The Bridge Loan Facility would mature 364 days from the applicable Closing. The net proceeds of the Duke Acquisition Bridge Loan are to be used to finance a portion of the consideration for the Duke Acquisition and pay fees, commissions and expenses in connection with the Duke Acquisition and any of the aforementioned capital raising transactions.

The funding of the Bridge Loan Facility will be subject to the satisfaction of certain customary conditions precedent to funding for this type of facility, including conditions related to the aforementioned issuances and sales of senior unsecured notes, other debt securities and/or equity securities.

Loans under the Bridge Loan Facility will bear interest at a rate per annum equal to either (i) a base rate, plus an applicable interest margin in effect at such time for base rate loans, or (ii) the applicable LIBOR plus the applicable interest margin in effect at such time for LIBOR loans. The Bridge Loan Facility will also require us to pay Wells Fargo Bank, National Association and Wells Fargo Securities, LLC certain customary fees.

The above summary of the Bridge Loan Facility is based on the commitment letter we received from Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, the terms of which are subject to the final documentation between us, on the one hand, and Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, on the other hand.

Seller Financing

Pursuant to the Purchase Agreements, Duke is requiring that we accept from it a non-recourse, senior secured first lien loan, subject to customary non-recourse carve-outs, in an amount equal to $330 million (the “Seller Financing”), which we must use to fund a portion of the Acquisition Price. The Seller Financing will be secured by a first priority mortgage lien (or the equivalent in the relevant jurisdiction) on certain of the Duke Assets and will be jointly and severally guaranteed by the borrower and the Partnership. Pursuant to the Seller Financing, we will pay monthly interest only in arrears at an annual rate of 4%. We will pay the principal under the Seller Financing in three (3) equal payments, with the first payment due on the first anniversary of the applicable closing date under the Purchase Agreements, the second payment due on the second anniversary thereof and the final payment due on January 10, 2020. The Seller Financing provides for release provisions on asset sales and acceleration provisions in the event of a change of control of the borrower, and is not otherwise subject to pre-payment.

Forward-Looking Statements

Certain statements contained in this Current Report constitute forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements include, in particular, statements about our plans, strategies, prospects, the pending acquisitions, the potential impact of such acquisitions on our results of operations, future medical office building market performance and funding of the acquisitions. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. We cannot guarantee the accuracy of any such forward-looking statements contained in this Current Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Any such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders, and maintain the value of our real estate properties, may be significantly hindered. The following factors, as well as any cautionary language in this Current Report, provide examples of certain risks, uncertainties and events that could cause actual events or results to differ materially from those presented in our forward-looking statements:

Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, you are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date made. In addition, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.

These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in “Item 1.01 — Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 1, 2017, the Company issued a press release announcing the Duke Acquisition. A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

On May 1, 2017, the Company issued a press release announcing the proposed public offering of its Class A common stock. A copy of the Company’s press release is furnished as Exhibit 99.2 and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The Exhibit Index appearing immediately after the signature page of this Form 8-K is incorporated herein by reference.

Independent Auditors’ Report

The Shareholders and Directors of

Duke Realty Corporation:

Report on the Financial Statements

We have audited the accompanying combined statement of revenues in excess of certain expenses of Duke Realty Healthcare Properties (as defined in Note 2) for the year ended December 31, 2016, and related notes (the “combined statement”).

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the statement in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the combined statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined statement. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combined statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined statement referred to above presents fairly, in all material respects, the combined revenues and certain expenses of the Duke Healthcare Properties described in Note 2 for the year ended December 31, 2016, in accordance with U.S. generally accepted accounting principles.

Emphasis of Matter

We draw attention to Note 2 of the combined statement, which describes that the accompanying combined statement of revenues in excess of certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended (for inclusion in the filing of Form 8-K of Healthcare Trust of America, Inc.) and is not intended to be a complete presentation of revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ KPMG LLP

April 28, 2017

F-1

DUKE REALTY HEALTHCARE PROPERTIES

COMBINED STATEMENT OF REVENUES IN EXCESS OF CERTAIN EXPENSES

See accompanying notes to the Combined Statement of Revenues in Excess of Certain Expenses

F-2

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

(1) Operating Properties

The Duke Realty Healthcare Properties are part of a pending portfolio acquisition by a subsidiary of Healthcare Trust of America, Inc. (the “Company”) that is considered probable as of the issuance date of this Combined Statement of Revenues in Excess of Certain Expenses for the year ended December 31, 2016 (“Combined Statement”). The Company will acquire (i) 69 properties that were in service at December 31, 2016, (ii) five properties that were under development at December 31, 2016, (iii) two expansion projects for current properties that were in progress at December 31, 2016, and (iv) 16.5 acres of undeveloped land from Duke Realty Limited Partnership and affiliated entities in the second and third quarters of 2017. Ownership interests in two unconsolidated medical office joint ventures are also included in the pending transaction, but transfers of such ownership interests are subject to the approval of the other owners of these joint ventures and, as such, are not considered probable as of the issuance date of the Combined Statement.

Of the 69 in service properties, seven were placed in service in 2016. Two of the seven properties placed in service during 2016 had less than three months of rental history as of December 31, 2016. Only the revenues and certain expenses of the 67 acquired properties that were in service as of December 31, 2016 (the “Duke Realty Healthcare Properties” or the “Properties”), and that had more than three months of rental history, are included in this Combined Statement.

The following tables list (i) the properties included in the Combined Statement for the year ended December 31, 2016 as well as the properties that are excluded from the Combined Statement due to (ii) having limited rental history, (iii) still being under development or (iv) being owned by the aforementioned unconsolidated joint ventures:

I. Properties Included in Combined Statement

F-3

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

II. Properties Excluded from Combined Statement due to Less than Three Months of Rental History

III. Properties Under Development and Expansion Projects Excluded from Combined Statement

F-4

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

IV. Unconsolidated Joint Venture Properties Excluded from Combined Statement

(2) Basis of Presentation

The accompanying Combined Statement has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The Combined Statement is not representative of the actual results of operations of the Duke Realty Healthcare Properties for the year ended December 31, 2016, due to the exclusion of the following expenses, which may not be comparable to the proposed future operations of the Duke Realty Healthcare Properties:

(3) Summary of Significant Accounting Policies

(A) Revenue Recognition

Rental income from leases with scheduled rental increases during their term are recognized for financial reporting purposes on a straight-line basis.

(B) Use of Estimates

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting period to prepare the Combined Statement in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

(4) Rental Revenue

Space is leased to tenants under various operating leases with initial terms ranging up to twenty years. The leases provide for reimbursement of real estate taxes, common area maintenance and certain other operating expenses.

F-5

DUKE REALTY HEALTHCARE PROPERTIES

NOTES TO COMBINED STATEMENT OF REVENUES IN EXCESS OF CERTAIN

EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2016

Future minimum rentals related to the 67 properties included in the Combined Statement to be received under noncancelable operating leases in effect at December 31, 2016 are as follows:

In addition to minimum rentals, certain leases require reimbursements of specified operating expenses that amounted to $38,446,305 during the year ended December 31, 2016, which are included in the Combined Statement.

(5) Unaudited Interim Statement

The combined statement of revenues and certain expenses for the three months ended March 31, 2017 (the “Interim Statement”), is unaudited.

The interim statement includes the results for the two properties disclosed in Note 1, which did not have sufficient rental history to be included in the Combined Statement. In addition to the properties disclosed in Note 1, which are owned by unconsolidated joint ventures, the following properties were excluded from the Interim Statement either due to (i) having limited rental history or (ii) still being under development:

I. Properties Excluded from Interim Statement due to Less than Three Months of Rental History

II. Properties Under Development and Expansion Projects Excluded from Interim Statement

(6) Subsequent Events

The Properties evaluated subsequent events through April 28, 2017, the date the financial statements were available to be issued.

F-6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.