International law firm McDermott Will & Emery represented Healthcare Trust of America, Inc. (NYSE: HTA) in connection with the definitive Agreement and Plan of Merger to effect an $18 billion strategic combination with Healthcare Realty Trust Incorporated (NYSE: HR). This transformative transaction brings together two of the largest owners of medical office buildings in the country, with the combined REIT holding 727 properties totaling 44 million square feet, creating the preeminent, pure-play medical office building REIT.
McDermott also represented HTA in connection with a commitment letter provided by JPMorgan Chase Bank, N.A. for the $1.7 billion debt financing that will be used as a backstop for a special cash distribution that will be paid to HTA’s stockholders in connection with the merger and other transaction expenses.
At closing, each share of HR common stock will be exchanged for one share of HTA common stock, at a fixed ratio. In addition, a special cash distribution of $4.82 per share will be distributed to HTA’s stockholders. Taken together and based on HR’s share price at the close of markets on February 24, 2022, HTA’s stockholders will realize an implied value of $35.08 per HTA share, representing an 18.2% premium to HTA’s share price. Following the closing, HR and HTA stockholders will own 39% and 61% of the combined company, respectively.
The transaction is expected to close in the third quarter of 2022, subject to customary closing conditions, including the approval of all stockholders. Subject to the terms of the definitive agreement, the transaction was unanimously approved by the Board of Directors of HTA and HR. Read HTA’s full press release here.
The McDermott team advising HTA was led by Peter Healy and Tracy Bacigalupo and included Mark Mihanovic, Andrew Liazos, Greg Weigand and Nathan Barnett.
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