UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~August 2816, 2022 (August 15, 2022)

~~HEALTHCARE~~Healthcare ~~TRUST~~Realty ~~OF AMERICA~~Holdings, ~~INC~~L.P.

(Exact name of registrant as specified in its charter)

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

Delaware

333-190916

20-4738347

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

3310 West End Avenue, Suite 700

Nashville,

Tennessee

37203

(615)

269-8175

(Address of Principal Executive Office and Zip Code)

(Registrant’s telephone number, including area code)

Maryland (Healthcare Trust of America, Inc.)	001-35568	20-4738467
Delaware (Healthcare Trust of America Holdings, LP)	333-190916	20-4738347
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

Healthcare Trust of America Holdings, LP

16435 N. Scottsdale Road, Suite 320 Scottsdale, Arizona 85254		(480) 998-3478
(Address of Principal Executive Office and Zip Code)		(Registrant’s telephone number, including area code)

16435 N. Scottsdale Road, Suite 320

~~www.htareit.com~~Scottsdale, Arizona 85254

(Internet address)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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:

☐ Written communications pursuant to Rule 425 under the Securities ~~registered~~Act (17 CFR 230.425) ☐ Soliciting material pursuant to ~~Section~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) ofunder the Exchange Act: (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Title of each class		Tradingsymbol(s)		Name of each exchangeon which registered
Common stock, $0.01 par value		HTA		New York Stock Exchange


			☐			Emerging growth company

~~Check~~If ~~the~~an ~~appropriate~~emerging ~~box~~growth ~~below~~company, indicate by check mark if the ~~Form~~registrant ~~8-K~~has ~~filing~~elected isnot ~~intended~~ to ~~simultaneously~~use ~~satisfy~~ the ~~filing~~extended ~~obligation~~transition ofperiod ~~the~~for ~~registrant~~complying ~~under~~with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ~~following~~Exchange ~~provisions:~~Act. ☐

☒Item ~~Written~~4.01 ~~communications~~Changes ~~pursuant~~in toRegistrant's ~~Rule~~Certifying ~~425 under the Securities Act (17 CFR 230.425)~~Accountant

☐The ~~Soliciting~~Audit ~~material~~Committee ~~pursuant~~of the Board of Directors (the "Audit Committee") of Healthcare Realty Trust Incorporated, as the general partner of Healthcare Realty Holdings, L.P. (formally known as Healthcare Trust of America Holdings, LP) (the "OP"), will temporarily reappoint Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm to ~~Rule~~perform ~~14a~~a review of the interim financial information included in the Form 10-12Q ~~under~~for June 30, 2022 for the ~~Exchange~~OP. The ~~Act~~OP expects to file the Form 10-Q for June 30, 2022 by August 19, 2022. Once the filing is complete, the Audit Committee expects to reappoint BDO USA, LLP (17“BDO”) ~~CFR~~as ~~240~~the go forward independent registered public accounting firm.~~14a~~ The temporary change in auditors is a result of the determination of the Audit Committee of the Board that Deloitte is in the best position to review the pre-~~12)~~merger, historical financial statements of the OP, as the OP’s former audit firm.

☐On ~~Pre-commencement~~July ~~communications~~20, ~~pursuant~~2022, tothe ~~Rule~~parties ~~14d-2~~closed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 28, 2022, by and among Healthcare Realty Trust Incorporated (b)now ~~under~~known ~~the~~as ~~Exchange~~HRTI, ~~Act~~LLC (17“Legacy ~~CFR~~HR”), ~~240~~Healthcare Trust of America, Inc.~~14d-2~~, (bnow known as Healthcare Realty Trust Incorporated) (“Legacy HTA”), Healthcare Trust of America Holdings, LP, (now known as Healthcare Realty Holdings, L.P.) (the “OP”), and HR Acquisition 2, LLC. The combined company, after giving effect to the merger, operates under the name “Healthcare Realty Trust Incorporated."

☐On ~~Pre-commencement~~August ~~communications~~1, ~~pursuant~~2022 toBDO ~~Rule~~was ~~13e-4(c)~~appointed ~~under~~as the ~~Exchange~~independent ~~Act~~registered ~~(17~~public ~~CFR~~accounting ~~240~~firm for Healthcare Realty Trust Incorporated and the OP.~~13e-4(c))~~

~~Indicate~~On byAugust ~~check~~15, ~~mark~~2022, ~~whether~~and for the ~~registrant~~sole ispurpose of engaging an ~~emerging~~independent ~~growth~~registered ~~company~~public asaccounting ~~defined~~firm into ~~Rule~~perform ~~405~~a review of the ~~Securities~~interim ~~Act~~financial information of ~~1933~~the ~~(§230.405~~OP offor ~~this~~the ~~chapter)~~period orended ~~Rule~~June ~~12b-2~~30, 2022, the Audit Committee of the ~~Securities~~Board ~~Exchange~~dismissed ~~Act~~BDO as the OP’s independent registered public accounting firm and approved the appointment of ~~1934~~Deloitte ~~(§240~~as the OP’s independent registered public accounting firm.~~12b-2~~ Prior to the merger, Deloitte was the independent registered public accounting firm of ~~this~~Legacy ~~chapter):~~HTA and the OP.

~~Healthcare~~BDO ~~Trust~~has ofnot ~~America,~~previously ~~Inc.~~audited ☐or ~~Emerging~~reviewed ~~growth~~the ~~company~~financial ~~Healthcare~~statements ~~Trust~~or the effectiveness of ~~America~~internal ~~Holdings~~control over financial reporting of the OP for any period. Accordingly, LPthe ☐OP ~~Emerging~~has ~~growth~~not ~~company~~requested that BDO furnish it with a letter pursuant to Item 304(a)(3) of Regulation S-K.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Healthcare Trust of America, Inc. ☐ Healthcare Trust of America Holdings, LP ☐

Item 7.01 Regulation FD Disclosure.

Exhibit 99.1

Exhibit 99.2

8-K,

Exhibit 99.1

Exhibit 99.2

Forward Looking Statements

on Form 8-K constitute

on Form 8-K. The

on Form 8-K, and

Forward-looking statements regarding the Company and HR include, but are not limited to, statements related to the proposed transaction, including the anticipated timing, benefits and financial and operational impact thereof; HR’s expected financing for the transaction; other statements of management’s belief, intentions or goals; and other statements that are not historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: the Company’s and HR’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction; risks related to diverting the attention of the Company and HR management from ongoing business operations; failure to realize the expected benefits of the proposed transaction; significant transaction costs and/or unknown or inestimable liabilities; the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; the risk that the Company’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the ability to

COVID-19;

10-K

10-

Important Additional Information and Where to Find It

S-4

www.htareit.com

998-3478

269-8175.

Participants in the Solicitation

10-K

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (d)embedded ~~Exhibits~~within the Inline XBRL document)

ExhibitNumber		Description
99.1		Press Release dated February 28, 2022
99.2		Investor Presentation
104		Cover Page Interactive Data File, formatted in inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~registrants ~~has~~have duly caused this report to be signed on ~~its~~their behalf by the undersigned hereunto duly authorized.

	Healthcare Trust of America, Inc.
		Healthcare Realty Holdings, L.P.
Date: February 28, 2022			By:	/s/ Peter N. Foss
		By:		Healthcare Realty Trust Incorporated
				Name: Peter N. Foss
				its General Partner
				Title: Interim President and Chief Executive Officer
Date: August 16, 2022		By:		/s/ J. Christopher Douglas
	Healthcare Trust of America Holdings, LP
				Name: J. Christopher Douglas
			By:	Healthcare Trust of America, Inc.,
				Title: Executive Vice President - Chief Financial Officer
				its General Partner
Date: February 28, 2022			By:	/s/ Peter N. Foss
				Name: Peter N. Foss
				Title: Interim President and Chief Executive Officer

Filing Compare · Healthcare Realty Holdings, L.P.