Starboard Value Amends Healthcare Realty Trust Stake

TL;DR

Starboard Value just updated its filing for Healthcare Realty Trust - they're still watching closely.

AI Summary

Starboard Value LP, a significant shareholder, filed an amendment to its Schedule 13D on December 9, 2024, regarding its holdings in Healthcare Realty Trust Inc. The filing indicates a change in the beneficial ownership of the company's Class A Common Stock. Starboard Value LP is actively involved in the governance and strategic direction of Healthcare Realty Trust Inc.

Why It Matters

This amendment signals continued active engagement by Starboard Value LP in Healthcare Realty Trust Inc., potentially influencing future strategic decisions or board composition.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings by activist investors like Starboard Value can signal potential changes in corporate strategy or governance, which may introduce volatility.

Key Players & Entities

• Starboard Value LP (company) — Filing entity and significant shareholder
• Healthcare Realty Trust Inc (company) — Subject company
• Class A Common Stock (security) — Type of stock held

FAQ

Key Financial Figures

• $0.01 — (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class o
• $185,686,351 — by Starboard V&O Fund is approximately $185,686,351, excluding brokerage commissions (inclu
• $77,889,207 — luding brokerage commissions (including $77,889,207 paid as consideration for Starboard V&O
• $24,203,347 — ned by Starboard S LLC is approximately $24,203,347, excluding brokerage commissions. The a
• $18,795,637 — wned by Starboard C LP is approximately $18,795,637, excluding brokerage commissions. The a
• $10,196,695 — by Starboard L Master is approximately $10,196,695, excluding brokerage commissions. The a
• $62,344,024 — by Starboard X Master is approximately $62,344,024, excluding brokerage commissions. The a
• $39,049,938 — board Value LP Account is approximately $39,049,938, excluding brokerage commissions. Item

Filing Documents

• sc13da106297371_12092024.htm (SC 13D/A) — 395KB
• ex991to13da106297371_120924.htm (EX-99.1) — 83KB
• image_001.jpg (GRAPHIC) — 3KB
• 0000921895-24-002913.txt ( ) — 485KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 10,876,798 Shares beneficially owned by Starboard V&O Fund is approximately $185,686,351, excluding brokerage commissions (including $77,889,207 paid as consideration for Starboard V&O Fund's entry into certain forward purchase contracts providing for the purchase of 4,826,156 Shares). The aggregate purchase price of the 1,426,807 Shares beneficially owned by Starboard S LLC is approximately $24,203,347, excluding brokerage commissions. The aggregate purchase price of the 1,107,972 Shares beneficially owned by Starboard C LP is approximately $18,795,637, excluding brokerage commissions. The aggregate purchase price of the 601,695 Shares beneficially owned by Starboard L Master is approximately $10,196,695, excluding brokerage commissions. The aggregate purchase price of the 3,668,698 Shares beneficially owned by Starboard X Master is approximately $62,344,024, excluding brokerage commissions. The aggregate purchase price of the 2,223,490 Shares held in the Starboard Value LP Account is approximately $39,049,938, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On December 8, 2024, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”) and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Agreement, the Issuer agreed to take all necessary actions to (A) accept the resignations tendered by tendered by John V. Abbott, Vicki U. Booth, and John Knox Singleton, as directors of the Issuer and (B) appoint David Henry, Glenn Rufrano and Donald Wood (each a “New Director” and collectively, the “New Directors”) as directors of the Issuer. The Issuer also agreed, among other things, to (i) nominate the New Directors for election at the Issuer’s 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”) and recommend, support and solicit proxies for the election of the New Directors, in the same manner as it recommends, supports, and solicits proxies for the election of the Issuer’s other director nominees up for election at the 2025 Annual Meeting, (ii) appoint (A) Mr. Henry and Mr. Rufrano to serve as members of the committee of the Board (the “CEO Search Committee”) tasked with overseeing the search process for the new Chief Executive Officer of the Issuer (the “New CEO”) and (B) Mr. Rufrano to serve as the Chair of the CEO Search Committee, (iii) use its reasonable best efforts to hold the 2025 Annual Meeting no later than June 20, 2025, and (iv) appoint the New CEO as a director of the Issuer immediately following the 2025 Annual Meeting. 16 CUSIP No. 42226K105 The Agreement further provides that during the Standstill Period (

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

is hereby amended

Item 5 is hereby amended and restated as follows: (a) The percentages used in this Schedule 13D are based upon 354,388,216 Shares outstanding, as of October 25, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. (c) Information concerning transactions in the securities of the Issuer effected by the Reporting Persons since the filing of the Schedule 13D is set forth in Schedule A attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed hereto were effected in the open market through various brokerage entities. In addition to the Shares beneficially owned by the Reporting Persons as set forth in this filing, and while the Reporting Persons have no current knowledge of the following holdings, the Reporting Persons understand that TD Asset Management Inc. ("TD") had investment discretion over 105,184 Shares as of September 30, 2024, which would represent beneficial ownership of approximately 0.03% of the outstanding Shares as of such date, as su

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On December 8, 2024, Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby

Item 7 is hereby amended to add the following exhibit: 99.1 Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld and Healthcare Realty Trust Incorporated, dated December 8, 2024. 19 CUSIP No. 42226K105

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 9, 2024 STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP, its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP By: Starboard Value L LP, its general partner STARBOARD VALUE L LP By: Starboard Value R GP LLC, its general partner STARBOARD X MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE R GP LLC By: /s/ Jeffrey C. Smith Name: Jeffrey C. Smith Title: Authorized Signatory /s/ Jeffrey C. Smith JEFFREY C. SMITH Individually and as attorney-in-fact for Peter A. Feld 20 CUSIP No. 42226K105 SCHEDULE A Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD Sale of Class A Common Stock (136,592) 18.2154 11/26/2024 Sale of Class A Common Stock (409,775) 18.3826 11/26/2024 Purchase of Class A Common Stock 2,460 18.5500 11/26/2024 STARBOARD VALUE AND OPPORTUNITY S LLC Sale of Class A Common Stock (17,922) 18.2154 11/26/2024 Sale of Class A Common Stock (53,766) 18.3826 11/26/2024 STARBOARD VALUE AND OPPORTUNITY C LP Sale of Class A Common Stock (13,917) 18.2154 11/26/202

View Full Filing

View this SC 13D/A filing on SEC EDGAR