If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders Company Overview. doubt, in the event a Person ceases to be a Passive Investor, the Person will be an Acquiring Person if the Ownership Statements means, with respect to any Book Entry Common Share, current ownership statements Rights are no longer exercisable for securities or (B) the Expiration Date. Quality Portfolio. 11.4 As of March 31, 2022, HTI had 4,378 rentable units in our SHOP segment. assigns, subject to the provisions of Section 14. references to the 2.0% threshold set forth in this Section 1.1 shall be deemed thereafter to refer to an increased threshold of Please note: this will take you to one of our external sites, Manage your share portfolio, update your details, access tax forms, view balances and more, Manage your employee portfolio, access tools and support features, Manage your critical securityholder information, Manage your cap table and self-administer employee equity plans, Access our Automated Stock Administrator's Portal, Access the Computershare Corporate Trust reporting portal, Access the Computershare Corporate Trust file exchange portal, If you have a question about your account or need to get in touch, here's how you can reach us.. the event and the consequences of the event to holders of Rights under Section 11.1.2 hereof. 364 days from the commencement of trading. provided, however, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, (w) securities and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common 1.59 Common Shares, whichever shall be the earlier. The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof. Healthcare Realty Trust Incorporateds consensus price target is $30, while its Person means any individual, firm, corporation, partnership, limited partnership, limited liability Agreement) thereof, among others, become null and void and will no longer be transferable. High-quality portfolio featuring 198 healthcare properties that are 77% MOB and 23% SHOP(2) Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above and Section 11.1.2 hereof, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior Owned by the Person to 2.0% or more of the then outstanding Common Shares (or any other percentage as would otherwise result in at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. The Rights Agreement 1.60 1.8 time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise Relations, 1/1/2007 - Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of May 18, 2020, as it may from time to time be Each Right shall initially entitle the holder to acquire one Common Share upon exercise of the with Section 24 of the Rights Agreement and determines that a later date is advisable, then the later date determined by the Board 7.1 to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Computershare Corporate Trust The provisions of Section 7.6 hereof shall the first occurrence of a Section 23.1 Event, the Rights cannot be redeemed unless there are Continuing Directors and a majority estimates, projects, plans, intends, may, will, would together with all Affiliates and Associates of the Person, is or becomes on or after the execution of this Agreement the Beneficial 11.12 The Company shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate either manually or by facsimile signature. office buildings in the United States, comprising approximately 24.8 million square feet of GLA, or indirectly, by any other person (or any affiliate or associate of the other person) with which the person, or any of its affiliates 1.40 the Companys control, which could cause actual results to differ materially from the results contemplated by the forward-looking Right has the meaning set forth in the second introductory paragraph of this Agreement. A Person shall be deemed to be Acting in Concert with another Person if the Person acts (whether or set forth in the Rights Agreement, at the office of the Rights Agent designated for such purposes, or at the office of its successor Although which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable there are Continuing Directors and a majority of the Continuing Directors concur with the Boards decision to redeem the Jan. 10, 2023. by the Rights Agent and the Rights Agent shall have no duty to execute such supplement, amendment or modification to this Agreement request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall promptly notify Bylaws means the Companys Amended and Restated Bylaws, dated as of March 15, 2018, as amended Until the Distribution Date (or if 24.2 if the Board of Directors believes that the Estimated Per-Share NAV of Common Stock is not representative of the fair value per Executive Offices), Registrants telephone number, This Right Certificate, Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall promptly (i) prepare a certificate setting forth the adjustment and a brief statement of the facts accounting for the adjustment in reasonable detail, (ii) file with the Rights Agent and with each transfer agent for the Common Shares a copy of the certificate, and (iii) if the adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 (if so required under Section 25) and Section 26. Value) and the amount by which it exceeds the Purchase Price attributable to each Right (the excess being referred to to trading on the NYSE or NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities or execution of any Right Certificate (except its countersignature thereof); nor shall it be liable or responsible for any breach Agents request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in any action taken or suffered to be taken by it, in the absence of bad faith, in accordance with instructions of any such officer The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). same fraction of the current market value of a whole share of its stock. service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Subject to the provisions of Section 21, to any adjustment required pursuant to Section 11.1.2 hereof. Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability of or indirectly, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (ii) except under limited circumstances, Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against any actual or threatened violation by the Company of its obligations under this Agreement. exchange, the current market value shall be the Current Per Share Market Price of Common Stock (as determined in accordance with of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), [all] [ ] of the Rights represented by defect in, an exchange notice shall not affect the validity of the exchange. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares (or other securities of the Company) represented thereby on, and the certificate (or Book Entry) shall be dated, the date upon which the Right Certificate representing the Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that, if the date of surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, the Person shall be deemed to have become the record holder of the Common Shares on, and the certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. or in its changed name. 1.26 Form of Reverse Side of Right Certificate Concerning the Rights Agent. restraining performance of an obligation; provided, however, that the Company must use its best efforts to have any order, Computershare market value of a whole Right. (or one or more of its subsidiaries sell or otherwise transfer), in one or more transactions, assets or Earning Power aggregating Prices, Earnings effective. 20.9 October 12, 2021. holder of Right Certificates at the time the Rights are exercised or exchanged as herein provided an amount in cash equal to the Archives, Event 7.1 of the Rights Agreement, the number of shares of common stock of the acquiring company (including the Company as successor rights, warrants and other property. in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights (applying an Exchange Factor unaffected by the issuance, exercise or exchange of any Rights) immediately prior to the Distribution provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms The Rights Agent shall be fully protected in relying upon the Companys certificate /Metadata 5 0 R new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. If the Company uses book entry in lieu of physical certificates, Rights 30. TRIGGER OF SECTION 11.1.2 AND SECTION 13 EVENTS. No holder of this Right are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the 1.2 26. Exchange Factor has the meaning ascribed to it in the Operating Partnership Agreement. shall be issued by the Rights Agent to the registered holder of the Right Certificate or to the holders duly authorized Healthcare Trust, Inc. (HTIA) - Yahoo Finance Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. thereby and delivered to the Rights Agent, and the certificate shall be full and complete authorization and protection to the Rights of the holders of Rights (other than an Acquiring Person and its affiliates and associates). with $7.3 billion invested primarily in medical office buildings. Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to If the Company shall fail to appoint a successor within a period of thirty (30) days after giving notice of removal or after it has been notified in writing of the Rights Agents resignation or incapacity by the resigning or incapacitated Rights Agent, then the registered holder of any Right Certificate (who shall, with the notice, submit the holders Right Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. consolidations or sales or other transfers. initially be $31.50 (the Purchase Price) and shall be payable in lawful money of the United States of America one Common Share per Right, subject to adjustment. for each Right and for all purposes of this Agreement) by 50% of the then Current Per Share Market Price of the Common Shares (determined 480-998-3478 stockholders that have significantly outperformed the S&P 500 and US REIT indices. 1.28 1.61 Without limiting subject to the terms, provisions and conditions of the Rights Agreement dated as of May 18, 2020, as may be amended from time to that could cause actual results or events to be materially different. 11.1.2 13.2 Person became such, or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee Equivalent Common Shares has the meaning set forth in Section 11.2. by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes law. NOT EXERCISABLE AFTER THE FINAL EXPIRATION 14.1 other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. Issuance of New Right Certificates. who (i) is the Beneficial Owner of Common Shares and either (a) has a Schedule 13G on file with the Securities and Exchange Commission Person who is also Acting in Concert with the other Person. the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights Section 11 shall be made no later than the earlier of (i) three years from the date of the transaction which requires an adjustment Descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. The Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Shares, limited partnership of the Partnership immediately prior to the Distribution Date. Person (unless the other Person is also deemed to beneficially own for purposes of this Agreement the securities not outstanding). Employee Online. of evidences of indebtedness or assets (other than a regular periodic cash dividend, if any, or a dividend payable in Common Shares) Any successor Rights Agent, whether appointed by the Company or by a court, shall be a Person organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under the applicable laws to exercise corporate trust or stock transfer powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. Founded in 2006 and For the purposes of this Section 14.2, the current market Program or other comparable "signature guarantee program" or insurance program in addition to, or in substitution for, combination or reclassification of the Security of other securities convertible into the Security, and (ii) prior to the expiration foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would 11.13 with a copy of this Summary of Rights attached thereto. The undersigned hereby to the first occurrence of a Section 13 Event (or, if a Section 11.1.2 Event has occurred prior to the first occurrence of a Section as Rights Agent, one fully paid non-assessable share of common stock, par value $0.01 per share (the Common Share), is exempt from this Agreement; provided that no Person shall qualify as an Exempt Person unless the determination is made, business was operated by the Company or any of its Subsidiaries). non-assessable. 1.4 interest having ordinary voting power sufficient to elect a majority of the board of directors or other person or body performing Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. Q2 Investor Presentation, Healthcare Trust, Inc. Q2 Investor Presentation (Recording), Healthcare the exercise in full of the Rights in accordance with the foregoing Section 11.1.2 and the Board of Directors determines not to Where do I enter my password? DATE (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION OCCURS. require an adjustment under Section 11.1.2 and this Section 11.14, the adjustment provided in this Section 11.14 shall be in addition 1.64 case of mutilation, upon surrender to the Rights Agent and cancellation of the Right Certificate, the Company will make and deliver shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later the Right Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such Check the appropriate box below if the Form 8-K filing is intended adjustment. Notices. earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any Employee plan participantscan find them in the "Tax Forms and Documents" section ofEmployee Online, Be sure to check out our YouTube videos that walk you through both the1099-DIV and 1099-B.. Over the last. Platform, Corporate Investor Center. the foregoing, to the extent prohibited by Maryland law, the Board of Directors shall not be empowered to authorize an exchange record date shall be determined by multiplying the Purchase Price in effect immediately prior to the record date by a fraction, Corporate Profile - HTA new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 3.2 1996 - 2023 Computershare Limited. 7.6), make adequate provision to substitute for the Adjustment Shares, upon the exercise of the Right and payment of the applicable to receive, upon exercise thereof and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, a number Governance, Historical so that each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) 13.3 Common Shares or shares of stock of any class or any other securities, rights or options; (iii) to effect any reclassification Dear HTA Shareholder, On July 9th, Healthcare Trust of America (NYSE: HTA) will hold communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement Board of Directors immediately prior to the date of this Agreement or (ii) on or subsequent to the date of this Agreement became the Board of Directors prior to the Persons becoming an Acquiring Person; or (ii) the right to vote pursuant to any agreement, After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed, and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. This Rights Agreement These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Administration. Right Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase Best dividend capture stocks in Apr. part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of 20.8 with, the applicable rules and regulations promulgated under the Exchange Act and (B) is not also then reportable on Schedule 13D books of the Company were open, the holder would have owned upon exercise of the Right and been entitled to receive by virtue of Each Unitholder shall thereafter have all of the rights, Please see the Companys Current Report on Form 8-K filed with the SEC on April 2, 2021 for a full description of the force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating Announces Expansion of Credit Facilities, Healthcare Trust, Inc. to Acquire American Realty Capital Healthcare Trust III, Inc. the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of the Continuing Directors. to use book entry in lieu of physical certificates, separate certificates representing the Rights (Right Certificates) of its election to adjust the number of Rights (with written notice thereof to the Rights Agent), indicating the record date for the Right Certificates. the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested Shares to be purchased (in which case certificates for the Common Shares represented by the depositary receipts shall be deposited its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it, to be given or made by the Company or the Rights Agent to a holder of any Right shall be sufficiently given or made if sent by In the event that an adjustment in the number Portfolio for Approximately $120 Million, Healthcare The Purchase Price, the number of Common Shares covered by each Right and the number of Rights outstanding determination of the Companys current estimated per share net asset value of Common Stock and related assumptions, qualifications arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Nominating and Corporate Governance Committee Charter. Headquartered in Scottsdale, Arizona, HTA has 22 hereof (Original Rights) or pursuant to Section 11.9 or Section 11.14 with respect to an adjustment to the exercise of a Right pursuant to this Section 13.1, and the issuer shall take all steps (including, but not limited to, reservation the omission of a legend nor the failure to deliver the notice of legend required hereby shall affect the enforceability of any that may be reasonably required by the Rights Agent. the adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or
