Starboard Value Files 13D on Healthcare Realty Trust

TL;DR

**Starboard Value is making a move on HRTC. Expect fireworks.**

AI Summary

Starboard Value LP has filed an SC 13D, indicating a significant stake in Healthcare Realty Trust Inc. The filing, dated November 26, 2024, details Starboard's intention to potentially influence the company's strategic direction. No specific dollar amounts or transaction dates were detailed in this initial filing.

Why It Matters

This filing signals potential activist investor involvement, which could lead to changes in management, strategy, or a sale of Healthcare Realty Trust.

Risk Assessment

Risk Level: high — Activist investor filings often precede significant corporate events, including proxy fights or strategic shifts, introducing volatility.

Key Players & Entities

• Starboard Value LP (company) — Filing entity
• Healthcare Realty Trust Inc (company) — Subject company

FAQ

Key Financial Figures

• $0.01 — (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class o
• $195,570,282 — by Starboard V&O Fund is approximately $195,570,282, excluding brokerage commissions (inclu
• $77,889,207 — luding brokerage commissions (including $77,889,207 paid as consideration for Starboard V&O
• $25,506,163 — ned by Starboard S LLC is approximately $25,506,163, excluding brokerage commissions. The a
• $19,807,337 — wned by Starboard C LP is approximately $19,807,337, excluding brokerage commissions. The a
• $10,744,309 — by Starboard L Master is approximately $10,744,309, excluding brokerage commissions. The a
• $65,686,130 — by Starboard X Master is approximately $65,686,130, excluding brokerage commissions. The a
• $40,971,289 — board Value LP Account is approximately $40,971,289, excluding brokerage commissions. Item

Filing Documents

• sc13d06297371_11262024.htm (SC 13D) — 528KB
• ex991to13d06297371_112624.htm (EX-99.1) — 8KB
• ex992to13d06297371_112624.htm (EX-99.2) — 4KB
• 0001193805-24-001416.txt ( ) — 542KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Class A Common Stock, $0.01 par value per share (the “Shares”), of Healthcare Realty Trust Incorporated, a Maryland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203.

Identity and Background

Item 2. Identity and Background . (a) This (i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it; (ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it; (iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it; (iv) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP; (v) Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it; (vi) Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master; (vii) Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP; (viii) Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it; (ix) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC; (x) Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP; (xi) Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP; 16 CUSIP No. 42226K105 (xii) Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co; (xiii) Jeffrey C. Smith, as a member of Principal GP and as a member of each of t

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . 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 11,420,705 Shares beneficially owned by Starboard V&O Fund is approximately $195,570,282, 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 1,498,495 Shares beneficially owned by Starboard S LLC is approximately $25,506,163, excluding brokerage commissions. The aggregate purchase price of the 1,163,641 Shares beneficially owned by Starboard C LP is approximately $19,807,337, excluding brokerage commissions. The aggregate purchase price of the 631,926 Shares beneficially owned by Starboard L Master is approximately $10,744,309, excluding brokerage commissions. The aggregate purchase price of the 3,853,027 Shares beneficially owned by Starboard X Master is approximately $65,686,130, excluding brokerage commissions. The aggregate purchase price of the 2,335,206 Shares held in the Starboard Value LP Account is approximately $40,971,289, excluding brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (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 as of the close of business on November 25, 2024. 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 during the past sixty days is set forth in Schedule B 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 o

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 . Starboard V&O Fund entered into forward purchase contracts with Bank of America as the counterparty providing for the purchase of an aggregate of 4,826,156 Shares (the “BA Forward Contracts”). The BA Forward Contracts have a final valuation date of November 10, 2025, however, Starboard V&O Fund has the ability to elect early settlement after serving notice to the counterparty of such intention at least two scheduled trading days in advance of the desired early final valuation date. The BA Forward Contracts provide for physical settlement. Until the settlement date, none of the BA Forward Contracts give Starboard V&O Fund voting and dispositive control over the Shares to which such contracts relate. 19 CUSIP No. 42226K105 On November 26, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing 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 and Peter A. Feld, dated November 26, 2024. 99.2 Power of Attorney for Jeffrey C. Smith and Peter A. Feld, dated November 26, 2024. 20 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: November 26, 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 STARBO

View Full Filing

View this SC 13D filing on SEC EDGAR