GlobeNewswire·May 4, 2026, 7:23 AM ET

Healthcare Realty Announces Proposed Exchangeable Senior Notes Offering

Healthcare Realty Trust Incorporated announced its operating partnership, Healthcare Realty L.P., intends to offer $500,000,000 aggregate principal amount of exchangeable senior notes due 2032 in a private Rule 144A offering.
Healthcare Realty will fully & unconditionally guarantee the notes on a senior, unsecured basis.
Initial purchasers may exercise an option to buy up to an additional $75,000,000 aggregate principal amount of notes within 13 days of issuance.
The notes accrue interest payable semi-annually in arrears, mature on January 15, 2032, & allow for cash or stock settlement upon exchange.
Redemption is permitted at Healthcare Realty L.P.'s option on or after January 22, 2030, if the class A common stock price exceeds 130% of the exchange price, or to preserve REIT tax status.
Noteholders may require repurchase for cash upon certain fundamental change events, receiving principal plus accrued interest.
Healthcare Realty agrees to register the resale of shares issuable upon exchange under a registration rights agreement, subject to limitations.
Net proceeds will fund capped call transactions, repurchase up to $75.0 million of class A common stock, & repay outstanding indebtedness under the 3.500% Senior Notes due 2026.
Capped call transactions are expected to reduce potential dilution & offset cash payments upon exchange, though dilution may occur if stock prices exceed the cap.
Option counterparties expect to enter derivative transactions or purchase shares concurrently with pricing, which may impact market prices of the stock or notes.
The offer & sale of the notes have not been registered under the Securities Act & cannot be offered or sold without an exemption or in a non-registration transaction.