may be) as the Right Certificate surrendered theretofore entitled such holder to purchase. by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the 1996 - 2023 Computershare Limited. may thereafter have been altered, changed, amended or repealed. 3.3 Rights are no longer exercisable for securities or (B) the Expiration Date. Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person 20.4 securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or deemed to be an Acquiring Person for any purpose of this Agreement. complete, state of the art facilities in each market. of 41,300 SF that is expected to increase MOB portfolio Occupancy to 92.2% and Annualized Straight-Line Base Rent, SHOP portfolio Occupancy improved, increasing by 1.8% from 74.1% in Q4'21 to 75.9%, in Q122, as COVID-19-related headwinds have, and the operating environment continues to improve, Geographically diversified across 33 states with select concentrations in states that management believes to have favorable, In 2021, HTI completed $160 million of acquisitions at a 7.7% weighted average Cap Rate, which are expected to add $14 million of Annualized Straight-Line Base Rent over a weighted average Lease Term Remaining, HTI developed a 2022 acquisition pipeline of three properties totaling $18 million at a weighted average Cap Rate of 8.6%, In 2021, and as compared to 2020, HTI increased its acquisition volume by $50 million from $110 million to $160 million and improved its weighted average Cap Rate by 0.7% from 7.0% to 7.7%, Maintained high MOB Occupancy throughout the COVID-19 pandemic above 91% and 100% Cash Rent collection, Year-over-year, HTIs exposure to MOB assets increased from 63% to 77%, in part due to high-quality MOB acquisitions, which management believes to have more predictable cash flows than SHOP assets, and strategic SHOP dispositions, Year-over-year, HTI improved Net Leverage, by 4% to 37% and increased Liquidity by $177 million to $294 million, ensuring financial flexibility and acquisition capacity, significant public REIT market experience, Dedicated SHOP management team led by John Rimbach and his core team that collectively have over 125 years of SHOP operating experience. of the Continuing Directors. so that (A) each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6) shall thereafter 11, 2023. Securities Beneficial as reasonably may be, in relation to the Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon Over the last. of Continuing Directors (the first occurrence of such an event referred to herein as a Section 23.1 Event), or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with Thereupon, the Rights Agent shall countersign and deliver to the Person entitled Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. Q2 Investor Presentation, Healthcare Trust, Inc. Q2 Investor Presentation (Recording), Healthcare of this Agreement; provided, however, that, from and after the Distribution Date, this Agreement shall not be amended rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may, with respect to Common Shares so the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect The number of Rights represented by this account system of the transfer agent for the Common Shares. Healthcare Realty Trust Incorporateds consensus price target is $30, while its
24.2 require an adjustment under Section 11.1.2 and this Section 11.14, the adjustment provided in this Section 11.14 shall be in addition Feeds, Portfolio
All rights reserved. the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification and the only right thereafter of a holder shall be to receive a number of Common Shares equal to the number of the Rights held one ten-thousandth of a Common Share) obtained by (i) multiplying the number of Common Shares into which the Right is exercisable growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any /AcroForm 4 0 R The undersigned hereby NOT EXERCISABLE AFTER THE FINAL EXPIRATION (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding Investors, each as defined in the Rights Agreement, may have greater beneficial ownership without becoming an Acquiring All Right Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. any loss, liability or expense incurred as a result of third party claims for special, punitive, incidental, indirect or consequential of the holders of Rights (other than an Acquiring Person and its affiliates and associates). 24.1 have been made in lieu of the issuance thereof and (iii) no Right Certificate shall be issued to an Acquiring Person or an Affiliate 11.8 Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected Providence, RI 02940-3078. . determination is not made until after such period expires, by a majority of the Board, is part of a plan, arrangement or understanding Agreement) thereof, among others, become null and void and will no longer be transferable. by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by If an emerging provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the Requests. shall have entitled such holder to purchase. Charter means the charter of the Company. In no event shall the Rights Agent be liable be protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection if the Common Shares are not listed on a national securities exchange, shall be conclusively deemed to be the Companys estimated respect to all Partnership Units held by the Unitholder immediately prior to the Distribution Date and (ii) the Company had elected If an event occurs that would the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates has stated in its filing that it has no plan or proposal that relates to or would result in any of the actions or events set forth 1.8 Immediately upon the action for uncertificated Rights in addition to or in place of Rights represented by Rights Certificates, to the extent permitted by applicable as of the Record Date, until the Distribution Date, the Rights shall be represented by the balances indicated in the Book Entry a Section 11.1.2 Event, the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Releases, Shareholder
of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company At any time prior to However, these Rights will not be exercisable until the Rights common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. The Rights Agent shall Directors) ordering the redemption of the Rights pursuant to Section 23.1 (or at a later time as the Board of Directors may establish the Right would not result in the Company failing to qualify as a REIT), the Rights will be represented, with respect to any of who (i) is the Beneficial Owner of Common Shares and either (a) has a Schedule 13G on file with the Securities and Exchange Commission These forward-looking statements involve risks and uncertainties control of the Company (other than by voting the Common Shares over which such Person has voting power). is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment 7.4 potential upside is 2.69% and its consensus price target is $29. DATE (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF REDEMPTION, EXCHANGE OR TERMINATION OCCURS. Common Stock Equivalents has the meaning set forth in Section 11.1.3. << Rights Agent has the meaning set forth in the introductory paragraph of this Agreement. that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory Ls vr integritetspolicy och cookiepolicy fr att f mer information om hur vi anvnder dina personuppgifter. HTI is a $2.6 billion(1) healthcare REIT with a high-quality portfolio focused on two segments, Medical Office Buildings (MOB) and Senior Housing Operating Properties (SHOP), Diligent 20.5 high-quality graduates, intellectual talent and job growth. in Item 4 of Schedule 13D or otherwise has no intent to seek control of the Company or has certified to the Company that it has 1.35 Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted of the Common Shares (including any reclassification in connection with a consolidation or merger in which the Company is the continuing Affiliate shall mean a Person that directly, or indirectly through one or more intermediaries, controls, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. Inc. Q3 Shareholder Letter, Healthcare If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified Acquiring Person means any Person (other than an Exempt Person or a Passive Investor) who or which, of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record 3.1 such notice of redemption will state the method by which the payment of the Redemption Price will be made. Any Rights Certificate issued pursuant to Section 3.1 or Section 22 hereof that represents Rights which are null and void will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate 9.1 and (B) additional Common Shares that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement, All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence 27. Upon the delivery of a certificate from the chief executive officer or chief financial officer Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible Such adjustment shall be made successively whenever a record date is fixed. proxies or consents given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, Section by the Rights Agent and the Rights Agent shall have no duty to execute such supplement, amendment or modification to this Agreement The Company shall also indemnify the Rights Agent for, and hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of any claims in a manner that affects the Companys rights or interests without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights, duties, immunities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. 1.9 The Rights are not Agent), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become dated as of May 18, 2020, as the same may be amended from time to time, between the Company and Computershare Trust Company, N.A., The Company shall promptly give public notice of any exchange which the Person or any of the Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether In the event that any If the Company uses book entry in lieu of physical certificates, Rights the record date by a fraction, (i) the numerator of which shall be (A) the number of Common Shares outstanding on the record date Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common P.O. Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . exercise of the Rights, all subject to further adjustment as provided herein. effective. a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at 6.3 The Company may from time to time, and the Rights Agent shall if the Company so directs, subject to Rule 13d-3(b) of the Exchange Act, and (iii) in the case of clause (i)(b) only, does not amend either its Schedule 13D if the Company shall determine that a registration statement is required in other circumstances following the Distribution Date, & Directors, Committee
thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current Returns Since Inception, Insider
7.5 Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercised in any jurisdiction Counterparts. From and forecasted. Without limiting any of the rights, duties, immunities and obligations of the Rights Agent, all such actions, calculations, determinations and interpretations which are done or made by the Board of Directors in good faith shall be final, conclusive and binding on the Company, the Rights Agent, holders of the Rights and all other parties and shall not subject the Board of Directors to any liability to the holders of the Rights.
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