0001360604-26-000047
SEC filingHealthcare Realty Holdings issued $700M 3.00% exchangeable senior notes due 2032, with a full guarantee from Healthcare Realty Trust, and entered into capped call transactions to reduce dilution.
Healthcare Realty Holdings, L.P., a subsidiary of Healthcare Realty Trust Incorporated, issued $700 million aggregate principal amount of 3.00% Exchangeable Senior Notes due 2032. The issuance includes $100 million from the full exercise of the initial purchasers' option to purchase additional notes. The notes are senior unsecured obligations and are fully and unconditionally guaranteed by Healthcare Realty Trust on a senior unsecured basis. Interest accrues at 3.00% per annum, payable semi-annually, with the first payment on January 15, 2027. The notes mature on January 15, 2032, unless earlier repurchased, redeemed, or exchanged. The initial exchange rate is 43.4660 shares of Healthcare Realty Trust common stock per $1,000 principal amount, implying an initial exchange price of approximately $23.01 per share. The issuer may redeem the notes on or after January 22, 2030, subject to certain stock price and liquidity conditions. Holders have the right to require repurchase upon a fundamental change at 100% of principal plus accrued interest. To reduce potential dilution upon exchange, the company entered into capped call transactions with certain financial institutions at a cost of approximately $28 million, with a cap price of approximately $27.41 per share. The notes were issued in a private placement to qualified institutional buyers under Rule 144A. This financing provides the company with long-term capital while the capped call transactions mitigate equity dilution.