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): September 27, 2007 (September 25, 2007)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| MARYLAND
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1-11852
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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))
Item 1.01. Entry into a Material Definitive Agreement
On September 25, 2007, Healthcare Realty Trust Incorporated (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated
(the “Underwriter”) relating to the sale by the Company to the Underwriter of 2,400,000 shares of
the Company’s common stock, par value $.01 per share, at a price of $24.85 per share. In addition,
the Company granted the Underwriter an option to purchase up to an
additional 360,000 shares of the Company’s common stock, which
the Underwriter has exercised in full. The net proceeds to the
Company, after deducting estimated offering expenses, are expected to
be approximately $68.4 million. The net proceeds will be used to
fund acquisitions under contract and construction underway of medical
office and outpatient facilities and for other general purposes; and
will temporarily repay a portion of amounts outstanding under the
Company’s unsecured credit facility.
The closing of the transactions under the Underwriting Agreement is subject to customary
closing conditions and is expected to occur on September 28, 2007. The offering is being made under
a prospectus filed with the Securities and Exchange Commission pursuant to the Company’s shelf
registration statement on Form S-3 (Registration No. 333-120595).
This description of the Underwriting Agreement is qualified in its entirety by the terms
and conditions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement dated September 25, 2007 by and between
the Company and Stifel, Nicolaus & Company, Incorporated. |
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5.1 |
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Opinion of Waller Lansden Dortch & Davis, LLP. |
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8.1 |
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Tax Opinion of Waller Lansden Dortch & Davis, LLP. |
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23.1 |
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Consent
of Waller Lansden Dortch & Davis, LLP (included in Exhibits 5
and 8). |
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