Healthcare Realty Trust Incorporated (NYSE:HR) ("Healthcare Realty") today announced that its operating partnership, Healthcare Realty Holdings, L.P. ("Healthcare Realty L.P."), intends to offer, subject to market and other conditions, $500,000,000 aggregate principal amount of exchangeable senior notes due 2032 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Healthcare Realty will fully and unconditionally guarantee the notes on a senior, unsecured basis. Healthcare Realty L.P. also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75,000,000 aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Healthcare Realty L.P., will accrue interest payable semi-annually in arrears and will mature on January 15, 2032, unless earlier repurchased, redeemed or exchanged. Noteholders will have the right to exchange their notes in certain circumstances and during specified periods. Healthcare Realty L.P. will settle exchanges in cash and, if applicable, shares of Healthcare Realty's class A common stock.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Healthcare Realty L.P.'s option at any time, and from time to time, on or after January 22, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Healthcare Realty's class A common stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole or in part, at Healthcare Realty L.P.'s option at any time to the extent necessary to preserve Healthcare Realty's status as a real estate investment trust for U.S. federal income tax purposes. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a "fundamental change" occur, then, subject to a limited exception, noteholders may require Healthcare Realty L.P. to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The notes will be entitled to the benefits of a registration rights agreement pursuant to which Healthcare Realty will agree to register, under the Securities Act, the resale of the shares of Healthcare Realty's class A common stock, if any, issuable upon exchange of the notes within specified time periods and subject to certain limitations.

The interest rate, initial exchange rate and other terms of the notes will be determined at the pricing of the offering.

Healthcare Realty L.P. intends to use (i) a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below; (ii) up to approximately $75.0 million of the net proceeds to repurchase shares of Healthcare Realty's class A common stock concurrently with the pricing of the offering in privately negotiated transactions through one of the initial purchasers of the offering or its affiliate, as Healthcare Realty L.P.'s agent; and (iii) the remainder of the net proceeds from the offering, together with borrowings from its unsecured revolving credit facility, to repay outstanding indebtedness under its 3.500% Senior Notes due 2026. If the initial purchasers exercise their option to purchase additional notes, then Healthcare Realty L.P. intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below. Pending such uses, Healthcare Realty L.P. intends to invest the proceeds in a variety of capital preservation investments, including short-term, interest-bearing instruments such as U.S. government securities and municipal bonds, and may apply proceeds to outstanding indebtedness under its revolving credit and term loan agreement.