Healthcare Realty Announces Pricing of Upsized $600 Million Exchangeable Senior Notes Offering
Rhea-AI Summary
Healthcare Realty (NYSE: HR) priced an upsized private offering of $600,000,000 aggregate principal amount of 3.00% exchangeable senior notes due 2032, scheduled to settle on May 7, 2026. The offering was increased from $500,000,000.
The initial exchange rate is 43.4660 shares per $1,000 (≈ $23.01 per share), a ~17.5% premium to the May 4, 2026 share price of $19.58. Estimated net proceeds: $582.6M (≈ $680.1M if additional notes sold). Uses include $24.0M for capped calls, $75.0M to repurchase ~3.83M shares, and remaining proceeds to repay 3.500% notes due 2026.
Positive
- Offering upsized to $600,000,000 from $500,000,000
- Low coupon at 3.00% fixed interest through 2032
- Initial exchange price at $23.01, ~17.5% premium
- Estimated net proceeds of $582.6M (or $680.1M fully exercised)
- Concurrent share repurchase of ~3.83 million shares (~$75.0M)
Negative
- Potential dilution if notes are exchanged above capped call cap price
- Resale restrictions and registration limitations may limit liquidity
- Redemption repurchase risk to preserve REIT status could require cash outflows
- Hedging activity by option counterparties could affect stock price volatility
News Market Reaction – HR
In the May 5 session, HR gained 1.74%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Apr 30 | Q1 2026 earnings | Positive | +2.9% | Raised 2026 normalized FFO and same-store cash NOI guidance after Q1 results. |
| Apr 08 | Earnings call date | Neutral | -0.2% | Announced Q1 2026 earnings release timing and conference call logistics. |
| Feb 12 | Debt program launch | Positive | +2.7% | Established inaugural $600M commercial paper program for short-term funding. |
| Feb 12 | Q4 2025 earnings | Positive | +2.7% | Reported Q4 2025 results, 2026 guidance, major asset sales, and leverage reduction. |
| Jan 20 | Earnings call date | Neutral | -0.3% | Set Q4 2025 earnings release and call schedule with access details for investors. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent history shows HR often trading higher on fundamental or balance sheet updates, with modest, mixed reactions to scheduling or conference announcements and no notable divergence from news tone.
This announcement follows several balance sheet and earnings milestones. In February 2026, HR established a $600M commercial paper program and reported Q4 2025 results with significant asset sales and leverage reduction. Q1 2026 results on April 30 featured higher normalized FFO and raised full-year guidance, which the stock reacted to positively. Earlier conference-call scheduling headlines in January and April saw only minor price moves, underscoring that investors have focused more on capital structure and earnings updates.
Key Terms
exchangeable senior notes financial
rule 144a regulatory
qualified institutional buyers financial
capped call transactions financial
registration rights agreement regulatory
fundamental change financial
real estate investment trust regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
NASHVILLE, Tenn., May 05, 2026 (GLOBE NEWSWIRE) -- Healthcare Realty Trust Incorporated (NYSE: HR) (“Healthcare Realty”) today announced that its operating partnership, Healthcare Realty Holdings, L.P. (“Healthcare Realty L.P.”), priced its offering of
The notes will be senior, unsecured obligations of Healthcare Realty L.P. and will accrue interest at a rate of
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
If a “fundamental change” (as defined in the indenture for the notes) occurs, 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.
Healthcare Realty L.P. estimates that the net proceeds from the offering will be approximately
In connection with the pricing of the notes, Healthcare Realty L.P. and Healthcare Realty entered into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Healthcare Realty’s class A common stock underlying the notes. If the initial purchasers exercise their option to purchase additional notes, then Healthcare Realty L.P. and Healthcare Realty expect to enter into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions will initially be approximately
The capped call transactions are expected generally to reduce the potential dilution to Healthcare Realty’s class A common stock upon any exchange of the notes and/or offset any potential cash payments Healthcare Realty L.P. is required to make in excess of the principal amount of exchanged notes, as the case may be, upon exchange of the notes. If, however, the market price per share of Healthcare Realty’s class A common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Healthcare Realty’s class A common stock and/or purchase shares of Healthcare Realty’s class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Healthcare Realty’s class A common stock or the notes at that time.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Healthcare Realty’s class A common stock and/or purchasing or selling Healthcare Realty’s class A common stock or other securities of Healthcare Realty in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any fundamental change repurchase, redemption or early exchange of the notes and during any observation period related to an exchange of notes after October 15, 2031, or, to the extent Healthcare Realty L.P. exercises the relevant election under the capped call transactions, following any other repurchase of the notes). This activity could also cause or avoid an increase or decrease in the market price of Healthcare Realty’s class A common stock or the notes, which could affect the ability to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon exchange of the notes.
The offer and sale of the notes, the guarantee and any shares of Healthcare Realty’s class A common stock issuable upon exchange of the notes have not been registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. Although Healthcare Realty L.P. and Healthcare Realty will enter into 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, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Healthcare Realty’s class A common stock, if any, issuable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Healthcare Realty’s class A common stock issuable upon exchange of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Healthcare Realty
Healthcare Realty Trust Incorporated (NYSE: HR) is the largest public, pure-play owner, operator and developer of medical outpatient buildings in the United States.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds and the effects of entering into the capped call transactions described above. Forward-looking statements represent Healthcare Realty’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Healthcare Realty’s business, including those described in periodic reports that Healthcare Realty files from time to time with the SEC. Healthcare Realty L.P. may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and neither Healthcare Realty nor Healthcare Realty L.P. undertakes to update the statements included in this press release for subsequent developments, except as may be required by law.
Contact Information
Daniel Gabbay
EVP & Chief Financial Officer
InvestorRelations@healthcarerealty.com
