XML 32 R19.htm IDEA: XBRL DOCUMENT v3.22.4
Notes and Bonds Payable
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Notes and Bonds Payable Notes and Bonds Payable
 DECEMBER 31,
MATURITY DATES
CONTRACTUAL INTEREST RATESEFFECTIVE INTEREST RATESPRINCIPAL PAYMENTSINTEREST PAYMENTS
Dollars in thousands20222021
$700M Unsecured Credit Facility
$— $210,000 5/23
LIBOR + 0.90%
N/AAt maturityMonthly
$1.5B Unsecured Credit Facility
385,000 — 10/25
SOFR + 0.95%
5.27 %At maturityMonthly
$350M Unsecured Term Loan 1
349,114 — 7/23
SOFR + 1.05%
5.17 %At maturityMonthly
$200M Unsecured Term Loan 1
199,670 199,460 5/24
SOFR + 1.05%
5.17 %At maturityMonthly
$150M Unsecured Term Loan 1
149,495 149,376 6/26
SOFR + 1.05%
5.17 %At maturityMonthly
$300M Unsecured Term Loan 1
299,936 — 10/25
SOFR + 1.05%
5.17 %At maturityMonthly
$200M Unsecured Term Loan 1
199,362 — 7/27
SOFR + 1.05%
5.17 %At maturityMonthly
$300M Unsecured Term Loan 1
297,869 — 1/28
SOFR + 1.05%
5.17 %At maturityMonthly
Senior Notes due 2025 1
249,115 249,040 5/253.88 %4.12 %At maturitySemi-annual
Senior Notes due 2026 1
571,587 — 8/263.50 %4.94 %At maturitySemi-annual
Senior Notes due 2027 1
479,553 — 7/273.75 %4.76 %At maturitySemi-annual
Senior Notes due 2028 1
296,852 296,612 1/283.63 %3.85 %At maturitySemi-annual
Senior Notes due 2030 1
565,402 — 2/303.10 %5.30 %At maturitySemi-annual
Senior Notes due 2030 1
296,385 296,813 3/302.40 %2.72 %At maturitySemi-annual
Senior Notes due 2031 1
295,547 295,374 3/312.05 %2.25 %At maturitySemi-annual
Senior Notes due 2031 1
632,693 — 3/312.00 %5.13 %At maturitySemi-annual
Mortgage notes payable 2
84,247 104,650 8/23-12/26
    3.31%-4.77%
3.42%-4.84%
MonthlyMonthly
$5,351,827 $1,801,325 
1Balances are shown net of discounts and unamortized issuance costs.
2Balances are shown net of discounts and unamortized issuance costs and include premiums.

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such loan agreements. Among other things, these provisions require the Company to maintain certain financial ratios and impose certain limits on the Company’s ability to incur indebtedness and create liens or encumbrances. As of December 31, 2022, the Company was in compliance with its financial covenant provisions under its various debt instruments.
Exchange Offer
In connection with the Merger, the OP offered to exchange all validly tendered and accepted notes of each series previously issued by Legacy HR (the “Old HR Notes”) for (i) up to $250,000,000 of 3.875% Senior Notes due 2025 (the “2025 Notes”), (ii) up to $300,000,000 of 3.625% Senior Notes due 2028 (the “2028 Notes”), (iii) up to $300,000,000 of 2.400% Senior Notes due 2030 (the “2030 Notes”) and (iv) up to $300,000,000 of 2.050% Senior Notes due 2031 to be issued by the OP (the “2031 Notes” and, collectively, the “New HR Notes”) and solicited consents from holders of the Old HR Notes to amend the indenture governing the Old HR Notes to eliminate substantially all of the restrictive covenants in such indenture (the “Exchange Offers”). Legacy HTA guaranteed the New HR Notes pursuant to (i) a guarantee of the 2025 Notes, (ii) a guarantee of the 2028 Notes, (iii) a guarantee of the 2030 Notes, and (iv) a guarantee of the 2031 Notes, each dated July 22, 2022. Legacy HTA and the OP filed a registration statement on Form S-4 (File No. 333-265593) relating to the issuance of the New HR Notes with the Securities and Exchange Commission (the “SEC”) on June 14, 2022, which was declared effective by the SEC on June 28, 2022. The following sets forth the results of the Exchange Offers:
Series of Old HR NotesTenders and Consents Received as of the Expiration DatePercentage of Total Outstanding Principal Amount of Such Series of Old HR Notes
3.875 %
Senior Notes due 2025
$235,016,00094.01 %
3.625 %
Senior Notes due 2028
$290,246,00096.75 %
2.400 %
Senior Notes due 2030
$297,507,00099.17 %
2.050 %
Senior Notes due 2031
$298,858,00099.62 %
Senior Notes Assumed with the Merger
In connection with the Merger, the Company assumed senior notes ("Legacy Senior Notes") that were originated on various dates prior to the date of the Merger by the OP (formerly, Healthcare Trust of America Holdings, LP). These notes are all fully and unconditionally guaranteed by the Company and have semi-annual payment requirements. In addition, the Legacy Senior Notes carry customary restrictive financial covenants, including limitations on our ability to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. In addition, the corresponding indentures provide for the ability to redeem the Legacy Senior Notes, subject to certain "make whole" call provisions. The Legacy Senior Notes assumed by the Company consist of the following:
 COUPONPRINCIPAL OUTSTANDING AS OF
Dollars in thousandsFACE VALUE12/31/202212/31/2021
Senior Notes due 20263.50%$600,000 $600,000 $— 
Senior Notes due 20273.75%500,000 500,000 — 
Senior Notes due 20303.10%650,000 650,000 — 
Senior Notes due 20312.00%800,000 800,000 — 
$2,550,000 $2,550,000 $— 

The following table reconciles the Company’s aggregate Senior notes principal balance with the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021
 DECEMBER 31,
Dollars in thousands20222021
Senior notes principal balance$3,699,500 $1,150,000 
Unaccreted discount(304,919)(4,730)
Debt issuance costs(7,447)(7,431)
Senior notes carrying amount$3,387,134 $1,137,839 

Credit Facilities
The Unsecured Credit Facility restructured the parties’ existing bank facilities and added additional borrowing capacities for the Company following the Merger. The OP is the borrower under the Unsecured Credit Facility (in such capacity, the “Borrower”).
•Legacy HR’s existing $700.0 million revolving credit facility under the Amended and Restated Credit Agreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Revolving Credit Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and Wells Fargo Bank, National Association, as the administrative agent (the “WF Administrative Agent”), was terminated, all outstanding obligations in respect thereof were deemed paid in full and all commitments thereunder were permanently reduced to zero and terminated.
•Legacy HR’s existing $200.0 million term loan facility and existing $150.0 million term loan facility under the Amended and Restated Term Loan Agreement, dated as of May 31, 2019 (as amended, restated, replaced, supplemented, or otherwise modified from time to time prior to July 20, 2022, the “Existing HR Term Loan Agreement”), by and among Legacy HR, the lenders party thereto from time to time and their assignees, as lenders, and the WF Administrative Agent, in each, case, were deemed continued and assumed by the Borrower under the Credit Facility, and the Existing HR Term Loan Agreement was terminated.
◦The existing $200.0 million term loan facility was amended to: (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) include two one-year extension options, resulting in a latest final maturity in May 2026; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility; and
◦The existing $150.0 million term loan facility was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the existing maturity in June 2026 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $1.0 billion revolving credit facility was upsized to $1.5 billion (the “Revolver”) pursuant to the Credit Facility. The Revolver currently matures in October 2025, and the Credit Facility adds an additional one-year extension option for the Revolver, for a total of two one-year extension options.
•Legacy HTA’s and the OP’s existing $300.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to conform to the terms of the Borrower’s other term loan facilities under the Credit Facility. The existing maturity in October 2025 remains unchanged under the Credit Facility.
•Legacy HTA’s and the OP’s existing $200.0 million term loan facility was deemed continued pursuant to the Credit Facility and was amended to (a) conform to the terms of the Borrower’s other term loan facilities under the Credit Facility; (b) extend the maturity from January 2024 to July 20, 2027; and (c) reprice to align with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $350.0 million delayed-draw term loan facility that is available to be drawn for 12 months after July 20, 2022 and has an initial maturity date of July 20, 2023, with two one-year extension options. As of December 31, 2022, the $350.0 million Credit Facility was drawn in full. The terms of any delayed draw term loans funded thereunder conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the pricing for such delayed draw term loans aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
•The Credit Facility provides for a new $300.0 million term loan facility that was funded on July 20, 2022 and has a maturity date of January 20, 2028, with no extension options. The terms of such term loan facility conform to the terms of the Borrower’s other term loan facilities under the Credit Facility, and the pricing for such term loan facility aligns with the pricing for the Borrower’s other term loan facilities under the Credit Facility.
The following table reconciles the Company’s aggregate term loan principal balance with the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021.

 DECEMBER 31,
Dollars in thousands20222021
Term loan principal balances$1,500,000 $350,000 
Debt issuance costs(4,554)(1,164)
Term Loans carrying amount$1,495,446 $348,836 

$1.125 billion Asset Sale Term Loan
The Company completed its draw of the $1.125 billion asset sale term loan on July 19, 2022. The principal balance was fully repaid on December 30, 2022.
Mortgage Notes Payable
The following table reconciles the Company’s aggregate mortgage notes principal balance with the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021.
 DECEMBER 31,
Dollars in thousands20222021
Mortgage notes payable principal balance$84,122 $103,664 
Unamortized premium486 1,720 
Unaccreted discount(38)(83)
Debt issuance costs(323)(651)
Mortgage notes payable carrying amount$84,247 $104,650 
Mortgage Activity
On February 18, 2022, the Company repaid in full a mortgage note payable bearing interest at a rate of 4.70% that encumbered a 56,762 square foot property in California. The aggregate payoff price of $12.6 million consisted of outstanding principal of $11.0 million and a "make-whole" amount of approximately $1.6 million. The unamortized premium of $0.8 million and the unamortized cost on this note of $0.1 million were written off upon payoff.
On February 24, 2022, the Company repaid in full a mortgage note payable bearing interest at a rate of 6.17% that encumbered a 80,153 square foot property in Colorado, in conjunction with the disposition of the property. The aggregate payoff price of $6.4 million consisted of outstanding principal of $5.8 million and a "make-whole" amount of approximately $0.6 million. The unamortized premium of $0.1 million was written off upon payoff.
The following table details the Company’s mortgage notes payable, with related collateral.
 ORIGINAL BALANCE
EFFECTIVE INTEREST RATE 10
MATURITY
DATE
COLLATERAL 11
PRINCIPAL AND
INTEREST PAYMENTS 9
INVESTMENT IN COLLATERAL
at December 31,		BALANCE
at December 31,
Dollars in millions202220222021
Commercial Bank 1
15.0 5.25 %4/27MOB
Monthly/20-yr amort.
— — 6.1 
Life Insurance Co. 2
11.0 3.64 %5/27MOB
Monthly/10-yr amort.
— — 11.6 
Life Insurance Co. 3
12.3 3.86 %8/23MOB
Monthly/7-yr amort.
25.9 10.0 10.3 
Life Insurance Co. 4
9.0 4.84 %12/23MOB,OFC
Monthly/10-yr amort.
24.5 6.8 7.1 
Life Insurance Co. 5
13.3 4.13 %1/24MOB
Monthly/10-yr amort.
22.5 11.7 12.0 
Life Insurance Co. 6
6.8 3.96 %2/24MOB
Monthly/7-yr amort.
14.7 5.8 6.0 
Financial Services 7
9.7 4.32 %9/24MOB
Monthly/10-yr amort.
16.6 7.5 7.8 
Life Insurance Co. 8
16.5 3.43 %12/25MOB,OFC
Monthly/7-yr amort.
39.1 16.2 16.7 
Financial Services11.5 3.71 %1/26MOB
Monthly/10-yr amort.
40.5 8.3 8.7 
Life Insurance Co. 19.2 4.08 %12/26MOB
Monthly/10-yr amort.
44.5 17.9 18.4 
$228.3 $84.2 $104.7 
1The Company repaid this loan at the time of disposal in February 2022.
2The Company repaid this loan in February 2022. The Company's unencumbered gross investment was $20.6 million at December 31, 2022.
3The unaccreted portion of the $0.2 million discount recorded on this note upon acquisition is included in the balance above.
4The unamortized portion of the $0.1 million premium recorded on this note upon acquisition is included in the balance above.
5The unamortized portion of the $0.8 million premium recorded on this note upon acquisition is included in the balance above.
6The unamortized portion of the $0.2 million premium recorded on this note upon acquisition is included in the balance above.
7The unamortized portion of the $0.1 million premium recorded on this note upon acquisition is included in the balance above.
8The unamortized portion of the $0.7 million premium recorded on this note upon acquisition is included in the balance above.
9Payable in monthly installments of principal and interest with the final payment due at maturity (unless otherwise noted).
10The contractual interest rates for the eight outstanding mortgage notes ranged from 3.3% to 4.8% as of December 31, 2022.
11MOB-Medical office building; OFC-Office
Other Long-Term Debt Information
Future maturities of the Company’s notes and bonds payable as of December 31, 2022 were as follows:
Dollars in thousandsPRINCIPAL MATURITIES
NET ACCRETION/
AMORTIZATION 1
DEBT
ISSUANCE COSTS 2
NOTES AND
BONDS PAYABLE		%
2023$368,880 $(38,805)$(3,258)$326,817 6.1 %
2024225,352 (40,922)(2,211)182,219 3.4 %
2025951,250 (43,193)(1,851)906,206 16.9 %
2026773,640 (41,798)(1,636)730,206 13.6 %
2027700,000 (36,192)(1,518)662,290 12.4 %
2028 and thereafter2,649,500 (103,561)(1,850)2,544,089 47.6 %
$5,668,622 $(304,471)$(12,324)$5,351,827 100.0 %
1Includes discount accretion and premium amortization related to the Company’s Senior Notes and six mortgage notes payable.
2Excludes approximately $6.0 million in debt issuance costs related to the Company's Unsecured Credit Facility included in other assets, net.