Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the three months ended June 30, 2021, we repurchased shares of our common stock as follows:
Period Total Number of
Shares Purchased (1) (2)
Average Price
Paid per Share (1) (2)
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan or Program Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2021 to April 30, 2021 3,969 $ 28.12 — —
May 1, 2021 to May 31, 2021 465 27.41 — —
June 1, 2021 to June 30, 2021 148 27.78 — —
(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares. The price paid per share was the then closing price of our common stock on the NYSE.
(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership. Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.
Item 6. Exhibits
The exhibits listed on the Exhibit Index are included, and incorporated by reference, in this Quarterly Report.
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EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Quarterly Report for the quarter ended June 30, 2021 (and are numbered in accordance with Item 601 of Regulation S-K).
1.1 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.2 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.3 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.4 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.5 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc. and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.6 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.7 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co. LLC, on the other hand (included as Exhibit 1.7 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.8 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Capital One Securities, Inc., on the other hand (included as Exhibit 1.8 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.9 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand (included as Exhibit 1.9 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.10 Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Scotia Capital (USA) Inc. and the Bank of Nova Scotia, on the other hand (included as Exhibit 1.10 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.11 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association (included as Exhibit 1.11 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.12 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of Montreal (included as Exhibit 1.12 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.13 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and MUFG Securities EMEA plc. (included as Exhibit 1.13 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.14 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association (included as Exhibit 1.14 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.15 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of America, N.A. (included as Exhibit 1.15 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.16 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Jefferies LLC (included as Exhibit 1.16 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
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1.17 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Morgan Stanley & Co. LLC (included as Exhibit 1.17 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.18 Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and The Bank of Nova Scotia (included as Exhibit 1.18 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
5.1 Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
10.1† H ealthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated April 2 9 , 2021 (included as Exhibit 99.1 to our C urrent Re port on Form 8-K filed on July 8, 2021 and incorporated herein by reference).
23.1 Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
32.2** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3** Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4** Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
† Compensatory plan or arrangement.
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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 thereunto duly authorized.
Healthcare Trust of America, Inc.
By: /s/ Peter N. Foss Interim President and Chief Executive Officer
Peter N. Foss (Principal Executive Officer)
Date: August 5, 2021
By: /s/ Robert A. Milligan Chief Financial Officer
Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date: August 5, 2021
Healthcare Trust of America Holdings, LP
By: Healthcare Trust of America, Inc.,
its General Partner
By: /s/ Peter N. Foss Interim President and Chief Executive Officer
Peter N. Foss (Principal Executive Officer)
Date: August 5, 2021
By: /s/ Robert A. Milligan Chief Financial Officer
Robert A. Milligan (Principal Financial Officer and Principal Accounting Officer)
Date: August 5, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.