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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 12, 2024
Date of Report (Date
of earliest event reported)
Healthpeak
Properties, Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
001-08895 |
33-0091377 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices)
(Zip Code)
(720) 428-5050
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| |
|
|
| Common Stock, $1.00 par value |
PEAK |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 12, 2024, Healthpeak Properties, Inc. (the “Company”)
issued a press release announcing that, in connection with its previously announced agreement to merge with Physicians Realty Trust (“Physicians
Realty Trust”), the Company and Healthpeak OP, LLC, a direct subsidiary of the Company (“Healthpeak OP”), have commenced
a consent solicitation of the holders of the 4.300% Senior Notes due 2027, 3.950% Senior Notes due 2028 and 2.625% Senior Notes due 2031
(collectively, the “DOC Notes”) issued by Physicians Realty L.P. ( “Physicians Partnership”) to certain proposed
amendments to the supplemental indentures to the Senior Indenture (each an “Indenture”) under which the DOC Notes were issued
and to offer a guarantee from each of the Company and Healthpeak OP of the DOC Notes and a cash payment in respect of consents delivered
in the Consent Solicitation (the “Consent Solicitation and Offers to Guarantee”).
The Company and Healthpeak OP are soliciting the consent of the holders
of each series of DOC Notes as of the record date of 5:00 p.m., New York City time, on February 9, 2024. In order to adopt the proposed
amendments to an Indenture with respect to a series of DOC Notes, consents must be received from holders as of the record date of the
DOC Notes in respect of at least a majority in aggregate principal amount of such series of DOC Notes outstanding under such Indenture
(the “Required Consents”). If the Required Consents are obtained with respect to an Indenture and the Company’s merger
with Physicians Realty Trust is completed, (i) each of the Company and Healthpeak OP will issue an unconditional and irrevocable
guarantee of the prompt payment, when due, of any amount owed to the holders of the DOC Notes under such DOC Notes and such Indenture
and any other amounts due pursuant to such Indenture and (ii) the Company will make a payment equal to $1.00 for each $1,000 principal
amount of DOC Notes to the holders of DOC Notes under such Indenture who provide valid and unrevoked consents prior to the Expiration
Time (as defined below). The expiration time of the consent solicitation and offers to guarantee is 5:00 p.m., New York City time, on
February 26, 2024, unless extended by the Company in its sole discretion (such time and date, as it may be extended, the “Expiration
Time”). Consents delivered may be validly revoked at any time at or prior to the earlier of (i) the Expiration Time and (ii) the
time at which the Required Consents have been received.
The proposed amendments would amend the following sections contained
in the Indentures: (i) the limitation on incurrence of total debt, limitation on incurrence of secured debt, debt service coverage
test for incurrence, maintenance of unencumbered assets and insurance covenants would be conformed to the corresponding covenants in the
Company’s and Healthpeak OP’s existing indentures, (ii) the maintenance of properties covenant, which is not contained
in the Company’s and Healthpeak OP’s existing indentures, would be eliminated from the Indentures, (iii) the financial
reporting covenant would be amended to replace Physicians Partnership’s reporting obligations with the Company’s reporting
obligations and (iv) the events of default section would be conformed to the corresponding events of default section in the Company’s
and Healthpeak OP’s existing indentures.
The terms and conditions of the Consent Solicitation and Offers to
Guarantee are set forth in a Consent Solicitation Statement/Prospectus Supplement dated February 12, 2024 (the “Prospectus
Supplement”), which supplements the base prospectus dated February 9, 2024 contained in the Company’s and Healthpeak
OP’s Registration Statement on Form S-3 (Reg. Nos. 333-276954 and 333-276954-01).
The foregoing is not an offer to purchase or sell, a solicitation of
an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitation and offers to guarantee are
being made solely pursuant to an effective shelf registration statement and prospectus and the above-described Prospectus Supplement.
A copy of the press release announcing the Consent Solicitation and
Offers to Guarantee is filed as Exhibit 99.1 to this Current Report and incorporated by reference herein.
Forward-Looking Statements
Statements contained in this release that are not historical facts
are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and
our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,”
“expect,” “believe,” “intend,” “anticipate,” “seek,” “target,”
“forecast,” “plan,” “potential,” “estimate,” “could,” “would,”
“should” and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include,
among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions,
dispositions, transitions, developments, redevelopments, densifications, joint venture transactions, leasing activity and commitments,
capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the issuance of the guarantee
and any payment on the DOC Notes; and (iii) the amendments to the Indentures. Pending acquisitions, dispositions, joint venture transactions,
leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may
not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about
future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of
operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current
information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of
any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks
and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: risks associated with
the ability to consummate the proposed merger with Physicians Realty Trust (the “DOC Merger”) and the timing of the closing
of the proposed merger; securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the DOC
Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating
to the proposed transactions with Physicians Realty Trust (the “DOC Transactions”); the ability to secure favorable interest
rates on any borrowings incurred in connection with the DOC Transactions; the impact of indebtedness incurred in connection with the DOC
Transactions; the ability to successfully integrate portfolios, business operations, including properties, tenants, property managers
and employees; the ability to realize anticipated benefits and synergies of the DOC Transactions as rapidly or to the extent anticipated
by financial analysts or investors; potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance
of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common stock or other securities;
potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint
venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties;
risks associated with the geographic concentration of the Company; risks associated with the industry concentration of tenants; the potential
impact of announcement of the DOC Transactions or consummation of the DOC Transactions on business relationships, including with clients,
tenants, property managers, customers, employees and competitors; risks related to diverting the attention of the Company’s management
from ongoing business operations; unfavorable outcomes of any legal proceedings that have been or may be instituted against the Company;
costs related to uninsured losses, condemnation, or environmental issues, including risks of natural disasters; the ability to retain
key personnel; costs, fees, expenses and charges related to the DOC Transactions and the actual terms of the financings that may be obtained
in connection with the DOC Transactions; changes in local, national and international financial markets, insurance rates and interest
rates; general adverse economic and local real estate conditions; risks related to the market value of shares of the Company’s common
stock to be issued in the DOC Transactions; the inability of major tenants to continue paying their rent obligations due to bankruptcy,
insolvency or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes;
changes in dividend policy or ability to pay dividends for the Company’s common stock; impairment charges; unanticipated changes
in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics
or other health crises, such as coronavirus (COVID-19); and those additional risks and factors described under “Risk Factors”
in the Prospectus Supplement, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and as
described from time to time in the Company’s Securities and Exchange Commission filings. Except as required by law, we do not undertake,
and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
| Item 9.01. |
Financial Statements and Exhibits. |
The following documents have been filed as exhibits
to this report and are incorporated by reference herein as described above.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 12, 2024 |
HEALTHPEAK PROPERTIES, INC. |
| |
|
| |
By: |
/s/ Peter A. Scott |
| |
|
Peter A. Scott |
| |
|
Chief Financial Officer |
Exhibit 99.1
Healthpeak Properties, Inc. and Healthpeak OP, LLC Commence
Consent Solicitation and Offers to Guarantee for Physicians Realty L.P. Senior Notes
February 12, 2024
DENVER—(BUSINESS WIRE)— Healthpeak Properties, Inc.
(NYSE: PEAK) (“Healthpeak”) today announced, in connection with its previously announced agreement to merge with Physicians
Realty Trust (NYSE: DOC) (“Physicians Realty Trust” or “DOC”), that it and Healthpeak OP, LLC (“Healthpeak
OP”), a direct subsidiary of Healthpeak, have commenced a consent solicitation to certain proposed amendments to each of the supplemental
indentures to the Senior Indenture (each an “Indenture”) governing the following outstanding Physicians Realty L.P. (a consolidated
subsidiary of Physicians Realty Trust) senior notes (collectively, the “DOC Notes”):
| Issuer | |
Debt Security Description | |
CUSIP No. | |
Aggregate
Principal Amount | | |
Consent Payment |
| Physicians Realty L.P. | |
4.300% Senior Notes due 2027 | |
71951Q AA0 | |
$ | 400,000,000 | | |
$1.00 per $1,000 |
| Physicians Realty L.P. | |
3.950% Senior Notes due 2028 | |
71951Q AB8 | |
$ | 350,000,000 | | |
$1.00 per $1,000 |
| Physicians Realty L.P. | |
2.625% Senior Notes due 2031 | |
71951Q AC6 | |
$ | 500,000,000 | | |
$1.00 per $1,000 |
Healthpeak and Healthpeak OP are soliciting the consent of the holders
of each series of DOC Notes as of the record date of 5:00 p.m., New York City time, on February 9, 2024. In order to adopt the proposed
amendments to an Indenture with respect to a series of DOC Notes, consents must be received from holders as of the record date of the
DOC Notes in respect of at least a majority in aggregate principal amount of such series of DOC Notes outstanding under such Indenture
(the “Required Consents”). If the Required Consents are obtained with respect to an Indenture and Healthpeak’s merger
with Physicians Realty Trust is completed, (i) each of Healthpeak and Healthpeak OP will issue an unconditional and irrevocable guarantee
of the prompt payment, when due, of any amount owed to the holders of the DOC Notes under such DOC Notes and such Indenture and any other
amounts due pursuant to such Indenture and (ii) Healthpeak will make a payment equal to $1.00 for each $1,000 principal amount of
DOC Notes to the holders of DOC Notes under such Indenture who provide valid and unrevoked consents prior to the Expiration Time (as defined
below). The result of the foregoing transactions is that the same group of entities (consisting of Healthpeak, Healthpeak OP and the successors
of Physicians Realty L.P. and Physicians Realty Trust) will be an obligor, either as an issuer or as a guarantor, with respect to each
series of the DOC Notes, the successor of Physicians Realty L.P.’s term loan facility, and Healthpeak OP’s senior unsecured
notes, revolving credit facility, term loan facilities and commercial paper program, such that all such indebtedness will rank pari passu
in right of payment with no structural subordination.
The expiration time of the consent solicitation and offers to guarantee
is 5:00 p.m., New York City time, on February 26, 2024, unless extended by Healthpeak in its sole discretion (such time and date,
as it may be extended, the “Expiration Time”). Consents delivered may be validly revoked at any time at or prior to the earlier
of (i) the Expiration Time and (ii) the time at which the Required Consents have been received.
The proposed amendments would amend the following sections contained
in the Indentures: (i) the limitation on incurrence of total debt, limitation on incurrence of secured debt, debt service coverage
test for incurrence, maintenance of unencumbered assets and insurance covenants would be conformed to the corresponding covenants in Healthpeak’s
and Healthpeak OP’s existing indentures, (ii) the maintenance of properties covenant, which is not contained in Healthpeak’s
and Healthpeak OP’s existing indentures, would be eliminated from the Indentures, (iii) the financial reporting covenant would
be amended to replace Physicians Realty L.P.’s reporting obligations with Healthpeak’s reporting obligations and (iv) the
events of default section would be conformed to the corresponding events of default section in Healthpeak’s and Healthpeak OP’s
existing indentures.
The terms and conditions of the consent solicitation and offers to
guarantee are set forth in a Consent Solicitation Statement/Prospectus Supplement dated February 12, 2024, which has been filed with
the Securities and Exchange Commission, and which will be sent to record holders of the DOC Notes.
Barclays Capital Inc. and Morgan Stanley & Co. LLC are the
Solicitation Agents for the consent solicitation and offers to guarantee. Questions regarding the terms of the consent solicitation and
offers to guarantee should be directed to Barclays Capital Inc. by calling (800) 438-3242 (toll-free) or (212) 528-7581 (collect) or Morgan
Stanley & Co. LLC by calling (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
Global Bondholder Services Corporation is the Information Agent and
Tabulation Agent for the consent solicitation and offers to guarantee. Questions concerning consent procedures and requests for copies
of the Consent Solicitation Statement/Prospectus Supplement should be directed to Global Bondholder Services Corporation by calling at
(855) 654-2015 (toll-free) or (212) 430-3774 (banks and brokers).
This press release is for informational purposes only and is not an
offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities.
The solicitation and offers to guarantee are being made solely pursuant to an effective shelf registration statement and prospectus and
the above-described Consent Solicitation/Prospectus Supplement dated February 12, 2024.
The solicitation of consents is not being made in any jurisdiction
in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities
or “blue sky” laws.
About Healthpeak Properties
Healthpeak Properties, Inc. is a fully integrated real estate
investment trust (REIT) and S&P 500 company. Healthpeak owns, operates, and develops high-quality real estate for healthcare discovery
and delivery.
Forward-Looking Statements
Statements contained in this release that are not historical facts
are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and
our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,”
“expect,” “believe,” “intend,” “anticipate,” “seek,” “target,”
“forecast,” “plan,” “potential,” “estimate,” “could,” “would,”
“should” and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include,
among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions,
dispositions, transitions, developments, redevelopments, densifications, joint venture transactions, leasing activity and commitments,
capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the issuance of the guarantee
and any payment on the DOC Notes; and (iii) the amendments to the Indentures. Pending acquisitions, dispositions, joint venture transactions,
leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may
not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about
future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of
operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current
information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of
any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks
and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: risks associated with
the ability to consummate the proposed merger with Physicians Realty Trust (the “DOC Merger”) and the timing of the closing
of the proposed merger; securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the DOC
Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating
to the proposed transactions with Physicians Realty Trust (the “DOC Transactions”); the ability to secure favorable interest
rates on any borrowings incurred in connection with the DOC Transactions; the impact of indebtedness incurred in connection with the DOC
Transactions; the ability to successfully integrate portfolios, business operations, including properties, tenants, property managers
and employees; the ability to realize anticipated benefits and synergies of the DOC Transactions as rapidly or to the extent anticipated
by financial analysts or investors; potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance
of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common stock or other securities;
potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint
venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties;
risks associated with the geographic concentration of Healthpeak; risks associated with the industry concentration of tenants; the potential
impact of announcement of the DOC Transactions or consummation of the DOC Transactions on business relationships, including with clients,
tenants, property managers, customers, employees and competitors; risks related to diverting the attention of Healthpeak’s management
from ongoing business operations; unfavorable outcomes of any legal proceedings that have been or may be instituted against Healthpeak;
costs related to uninsured losses, condemnation, or environmental issues, including risks of natural disasters; the ability to retain
key personnel; costs, fees, expenses and charges related to the DOC Transactions and the actual terms of the financings that may be obtained
in connection with the DOC Transactions; changes in local, national and international financial markets, insurance rates and interest
rates; general adverse economic and local real estate conditions; risks related to the market value of shares of Healthpeak common stock
to be issued in the DOC Transactions; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency
or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes; changes
in dividend policy or ability to pay dividends for Healthpeak common stock; impairment charges; unanticipated changes in Healthpeak’s
intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or other health
crises, such as coronavirus (COVID-19); and those additional risks and factors described under “Risk Factors” in the Consent
Solicitation Statement/Prospectus Supplement dated February 12, 2024, in Healthpeak’s Annual Report on Form 10-K for the
year ended December 31, 2023 and as described from time to time in Healthpeak’s Securities and Exchange Commission filings.
Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak
only as of the date on which they are made.
Andrew Johns, CFA
Senior Vice President – Investor Relations
720-428-5400
Source: Healthpeak Properties, Inc.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Publisher SEC
-Name Exchange Act
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-Section 14d
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| Namespace Prefix: |
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| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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-Subsection d1-1
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| Namespace Prefix: |
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| X |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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| Namespace Prefix: |
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