SCOTTSDALE, AZ, December 1, 2014 – Healthcare Trust of America, Inc. (NYSE:HTA), the largest dedicated owner and operator of medical office buildings, announced today that its Board of Directors has approved a reverse stock split of HTA’s outstanding shares of common stock at a ratio of 1-for-2. The reverse stock split is expected to take place at or approximately 5:00 p.m. EST on December 15, 2014 (the “Effective Time”).
Accordingly, at the Effective Time, every two issued and outstanding shares of HTA common stock will be converted into one share of HTA common stock. In addition, at the market open on December 16, 2014, the HTA common stock will be assigned a new CUSIP number: 42225P 501. “We believe the reverse stock split will benefit our company by (i) increasing earnings visibility by reducing the number of shares of HTA common stock outstanding, (ii) lowering trading volatility, and (iii) reducing investor’s trading costs,” stated Chairman and CEO Scott D. Peters.
As a result of the reverse stock split, the number of outstanding shares of common stock of HTA will be reduced from approximately 250.1 million to approximately 125.1 million. Upon completion of the reverse stock split, HTA’s previously announced fourth quarter dividend to be paid on January 6, 2015 will be adjusted to $0.29 per share (reflecting an increase of two times the previously announced dividend of $0.145 per share to reflect the reverse stock split). The amount of any future dividends payable by HTA will be determined at the discretion of HTA’s Board of Directors.
No fractional shares will be issued in connection with the reverse stock split. Instead, each stockholder holding fractional shares will be entitled to receive, in lieu of such fractional shares, cash in an amount determined on the basis of the average closing price of HTA’s common stock on the New York Stock Exchange for the three consecutive trading days ending on December 15, 2014. The reverse stock split will apply to all of HTA’s outstanding shares of common stock. Stockholders of record will be receiving information from DST Systems, Inc., HTA’s transfer agent, regarding their stock ownership following the reverse stock split and cash in lieu of fractional share payments, if applicable. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
About Healthcare Trust of America, Inc.
Healthcare Trust of America, Inc. (NYSE:HTA), a publicly traded real estate investment trust, is a full-service real estate company focused on acquiring, owning and operating high-quality medical office buildings that are predominantly located on or aligned with campuses of nationally or regionally recognized healthcare systems in the U.S. Since its formation in 2006, HTA has invested approximately $3.3 billion to build a portfolio of properties that is comprised of approximately 14.6 million square feet of gross leasable area located in 27 states. It operates its properties through regional offices in Scottsdale, Albany, Atlanta, Boston, Charleston, Dallas, Indianapolis, Miami and Pittsburgh.
For more information on Healthcare Trust of America, Inc., please visit www.htareit.com.
This press release contains certain forward-looking statements. Forward-looking statements are based on current expectations, plans, estimates, assumptions and beliefs, including expectations, plans, estimates, assumptions and beliefs about HTA, stockholder value and earnings growth.
The forward-looking statements included in this press release are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond HTA’s control. Although HTA believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, HTA’s actual results and performance could differ materially and in adverse ways from those set forth in the forward-looking statements. Factors which could have a material adverse effect on HTA’s operations and future prospects include, but are not limited to:
- changes in economic conditions affecting the healthcare property sector, the commercial real estate market and the credit market;
- competition for acquisition of medical office buildings and other facilities that serve the healthcare industry;
- economic fluctuations in certain states in which HTA’s property investments are geographically concentrated;
- retention of HTA’s senior management team;
- financial stability and solvency of HTA’s tenants;
- supply and demand for operating properties in the market areas in which HTA operates;
- HTA’s ability to acquire real properties, and to successfully operate those properties once acquired;
- changes in property taxes;
- legislative and regulatory changes, including changes to laws governing the taxation of REITs and changes to laws governing the healthcare industry;
- fluctuations in reimbursements from third party payors such as Medicare and Medicaid;
- delays in liquidating defaulted mortgage loan investments;
- changes in interest rates;
- the availability of capital and financing;
- restrictive covenants in HTA’s credit facilities;
- changes in HTA’s credit ratings;
- HTA’s ability to remain qualified as a REIT;
- changes in accounting principles generally accepted in the United States of America, policies and guidelines applicable to REITs; and
- the risk factors set forth in HTA’s 2013 Annual Report on Form 10-K for the year ended December 31, 2013 and in HTA’s Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date made. Except as otherwise required by the federal securities laws, HTA undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included in this press release or that may be made elsewhere from time to time by, or on behalf of, HTA.