In exchange for each $1,000 principal amount of HR Notes that is validly tendered prior to 5:00 p.m., New
York City time, on June 28, 2022 (the Early Consent Date), and not validly withdrawn, holders will receive the total exchange consideration set out in the table above (the Total Consideration), which
consists of $1,000 principal amount of HTA Notes and a cash amount of $1.00. The Total Consideration includes the early participation premium set out in the table above (the Early Participation Premium), which consists of $30
principal amount of HTA Notes. In exchange for each $1,000 principal amount of HR Notes that is validly tendered after the Early Consent Date but prior to the Expiration Date (as defined below) and not validly withdrawn, holders will receive only
the exchange consideration set out in the table above (the Exchange Consideration), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of HTA Notes and a cash
amount of $1.00. Each new HTA Note issued in exchange for an HR Note will have an interest rate and maturity that are the same as the interest rate and maturity date of the tendered HR Note, as well as the same interest payment dates and redemption
provisions, and will accrue interest from and including the most recent interest payment date of the tendered HR Note. The principal amount of each new HTA Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and we will
pay cash equal to the remaining portion, if any, of the exchange price of such HR Note. The exchange offers will expire immediately following 5:00 p.m., New York City time, on July 20, 2022, unless extended (the Expiration Date).
It is anticipated that the Expiration Date would be extended as necessary to coincide with the date of the consummation of the merger contemplated under the agreement and plan of merger (the Merger Agreement), by and among HR,
HTA, HTA OP and HR Acquisition 2, LLC, a wholly-owned subsidiary of HTA (Merger Sub), pursuant to which the combination of HTA and HR will be accomplished through a merger of Merger Sub with and into HR, with HR continuing as the
surviving entity and a wholly-owned subsidiary of HTA (the Merger). You may withdraw tendered HR Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was $1,150,000,000 aggregate principal
amount of outstanding HR Notes.
Concurrently with the exchange offers, we are also soliciting consents from each holder of the HR Notes, upon the
terms and conditions set forth in this prospectus (the consent solicitations), to certain proposed amendments (the proposed amendments) to each series of HR Notes governed by an indenture, dated May 15,
2001 (the HR Base Indenture), between HR, as Issuer, and Truist Bank (formerly known as Branch Banking and Trust Company), as trustee (the HR Trustee), as amended and supplemented by the First Supplemental
Indenture, dated as of May 15, 2001, the Second Supplemental Indenture, dated as of March 30, 2004, the Third Supplemental Indenture, dated as of December 4, 2009, the Fourth Supplemental Indenture, dated as of December 13, 2010,
the Fifth Supplemental Indenture, dated as of March 26, 2013, the Sixth Supplemental Indenture, dated as of April 24, 2015 (the Sixth Supplemental Indenture), the Seventh Supplemental Indenture, dated as of
December 11, 2017 (the Seventh Supplemental Indenture), the Eighth Supplemental Indenture, dated as of March 18, 2020 (the Eighth Supplemental Indenture), and the Ninth Supplemental Indenture, dated as
of October 2, 2020 (the Ninth Supplemental Indenture) (collectively, the HR Indenture). You may not consent to the proposed amendments to the HR Indenture without tendering your HR Notes in the appropriate
exchange offer and you may not tender your HR Notes for exchange without consenting to the applicable proposed amendments. By tendering your HR Notes for exchange, you will be deemed to have validly delivered your consent to all the proposed
amendments to the HR Indenture under which those HR Notes were issued with respect to that specific series, as further described under The Proposed Amendments. You may revoke your consent at any time prior to the Expiration Date by
withdrawing the HR Notes you have tendered.
As an overriding matter, the consummation of the exchange offers and consent solicitations are subject to,
and conditioned upon, the satisfaction or waiver (other than the waiver of the condition requiring consummation of the Merger) of the conditions discussed under The Exchange Offers and Consent Solicitations Conditions to the
Exchange Offers and Consent Solicitations, including, among other things, the consummation of the Merger and receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal
amount of each series of the HR Notes, voting as a separate series (the Requisite Consents). We may, at our option and in our sole discretion, waive any such conditions (other than the waiver of the condition requiring
consummation of the Merger).