UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 29, 2008 (September 29, 2008)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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MARYLAND
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001-11852
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62-1507028 |
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
3310 West End Ave. Suite 700 Nashville, Tennessee 37203
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Today,
Healthcare Realty Trust Incorporated (the Company) closed its
previously announced underwritten public offering of 8,050,000 newly issued shares of common stock at a public offering
price of $25.50 per share, including 1,050,000 shares sold pursuant
to the underwriters overallotment option. The net
proceeds of the offering, after underwriting discounts and
commissions and estimated offering expenses, were approximately $196.1
million. The Company intends to use the net proceeds from this offering to invest in recently
closed and anticipated acquisitions of medical office and other outpatient-related facilities and for
other general corporate purposes.
Wachovia Securities, J.P.Morgan, Banc of America Securities LLC and UBS Investment Bank acted
as joint book-running managers for the offering. The offering was
made solely by means of a prospectus supplement and the accompanying
prospectus. Copies of the prospectus supplement and the accompanying
prospectus relating to the
offering may be obtained from Wachovia Capital Markets, LLC, 375 Park Avenue, New York, NY
10152-4077, equity.syndicate@wachovia.com, or by calling Wachovia Capital Markets, LLC at (800)
326-5897, from J.P. Morgan Securities Inc., National Statement Processing, Prospectus Library, 4
Chase Metrotech Center, CS Level, Brooklyn, NY 11245, or calling (718) 242-8002, from Banc of
America Securities LLC at Banc of America Securities LLC, Capital Markets (Prospectus Fulfillment)
by e-mail to dg.prospectus_distribution@bofasecurities.com or by mail to Banc of America Securities
LLC, Capital Markets Operations, 100 West 33rd Street, 3rd Floor, New York, NY 10001, or from UBS
Securities LLC, Prospectus Department, 299 Park Avenue, New York, NY 10171 or by calling (888)
827-7275 extension 3884.
The shares of common stock were sold pursuant to the Companys existing effective shelf
registration statement on file with the Securities and Exchange
Commission. This Current Report on Form 8-K is
not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale
of these securities in any state or jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of such state or
jurisdiction.
In
addition to the historical information contained within, the matters
discussed in this Current Report on Form
8-K contain forward-looking statements that involve estimates, assumptions, risks and
uncertainties, including the use of proceeds from this offering. These risks are discussed in
filings with the Securities and Exchange Commission by the Company, including its
Annual Report on Form 10-K for the year ended December 31, 2007 under the heading Risk Factors,
and as maybe updated in its Quarterly Reports on Form 10-Q filed thereafter. Forward-looking
statements represent the Companys judgment as of the date of this release. The Company disclaims
any obligation to update forward-looking material.