UNITED STATES
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
Date of report (Date of earliest event reported): December 4, 2009 (December 1, 2009)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| MARYLAND
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001-11852
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62-1507028 |
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(State or other
jurisdiction
of
incorporation)
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(Commission File
Number)
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(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
(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 (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
Item 1.01. Entry into a Material Definitive Agreement
On December 1, 2009, Healthcare Realty Trust Incorporated (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Banc of America Securities LLC and J.P.
Morgan Securities Inc., as representatives of the several underwriters named therein (the
“Representatives”), pursuant to which the Company agreed to issue and sell $300 million principal
amount of the Company’s 6.50% senior notes due 2017 (the “Notes”) in an underwritten public
offering (the “Offering”). The Notes are being sold to the underwriters at an issue price of
98.698% of the principal amount thereof, and the underwriters offered the Notes to the public at a
price of 99.323% of the principal amount thereof. The net proceeds of the Offering, after
underwriting discounts and commissions and estimated expenses of the Offering, are approximately
$295.4 million. The Company intends to use the net proceeds from the Offering to repay amounts
currently outstanding under the Company’s unsecured credit facility due 2012, and for general
corporate purposes. The closing of the transaction is subject to customary closing conditions and
is expected to occur on December 4, 2009.
The Notes are governed by the Third Supplemental Indenture, to be dated December 4, 2009 (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 17, 2017. The Notes will bear interest from December 4, 2009 at the
rate of 6.50% per annum, payable semi-annually on January 17 and July 17 of each year, beginning
July 17, 2010. The Notes will be direct, unsecured obligations of the Company and rank equally
with all of the Company’s 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 Company’s
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 50 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 Company’s 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 Company’s 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.
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 Company’s direct financial obligations
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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1
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Underwriting Agreement dated December 1, 2009 by and among the Company and Banc
of America Securities LLC and J.P. Morgan Securities Inc., as representatives of the
several underwriters named therein |
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4.1
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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 Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 17, 2001 and incorporated herein by reference) |
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4.2
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Form of Third Supplemental Indenture, dated December 4, 2009, by and between
the Company and Regions Bank, as trustee |
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4.3
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Form of 6.50% Senior Note due 2017
(set forth in Exhibit B to the form
of Third Supplemental Indenture filed as Exhibit 4.2 hereto) |
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5
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Opinion of Waller Lansden Dortch & Davis, LLP |
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12
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Statement regarding Computation of Ratio of Earnings to Fixed Charges |
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Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5) |
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25
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Form T-1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939, as amended, of Regions Bank pertaining to the Company’s 6.50% Senior Notes
due 2017 |
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99
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Press release dated December 1, 2009 |