An investment in Healthcare Trust of America, Inc. is subject to significant risks, which could affect the returns we receive from our investments, our results of operations, our ability to pay distributions to our stockholders, availability to make additional investments or our ability to dispose of our investments. You should carefully consider the information set forth in the “Risk Factors” section of our Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of material risk factors relevant to an investment in our common stock, including but not limited to, the following:

• No public market exists for our common stock and therefore it will be difficult for you to sell your shares. If you are able to sell your shares, you would likely have to sell them at a substantial discount.
• Our success depends to a significant degree upon the continued contributions of certain key personnel, each of whom would be difficult to replace. If we were to lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.
• The amount and timing of distributions we may pay, if any, is uncertain. Due to the risks involved in the ownership of real estate and securities, there is no guarantee of any return on your investment in us and you may lose money.
• Under our charter, we are permitted to incur substantial debt, which could lead to an inability to pay distributions to our stockholders, or could decrease the value of your investment in the event that income on, or the value of, the property securing the debt falls.
• We have paid distributions from sources other than our cash flow from operations, including from the proceeds of our offerings or from borrowed funds; if we pay future distributions from sources other than our cash flow from operations, we will have fewer funds for real estate investments and your overall return may be reduced. Our organizational documents do not establish a limit on the amount of net proceeds we may use to fund distributions.
• Distributions we pay to our stockholders may include a return of capital, rather than a return on capital, which will lower your tax basis in our shares.
• We presently intend to affect a liquidity event by September 20, 2013; however we may not affect a liquidity event by such time or at all, which would make it difficult for stockholders to have liquidity in their investment.
• In the event our shares of common stock are listed on a national securities exchange, our common stock will be converted into shares of Class A and Class B common stock, the shares of Class B common stock would not immediately be listed on such exchange and there would be no public market for shares of Class B common stock.
• Our results of operations, financial condition, and ability to pay distributions to stockholders, and ability to dispose of investments are subject to international, national and local economic factors we cannot control or predict
• There are limitations on the ownership, transferability and redemption of our shares which significantly limit the liquidity of an investment in shares of our common stock.
• Our board of directors may change our investment objective without seeking stockholder approval.
• The healthcare industry is heavily regulated, and new laws or regulations, including the recently enacted healthcare reform act, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make lease payments to us.
• If we do not remain qualified as a REIT, it would adversely affect our operations and our ability to make distributions to stockholders.