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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
Date of Report (Date of earliest event reported):
February 21, 2024
PHYSICIANS REALTY TRUST
(Exact name of registrant as specified in its charter)
| Maryland | |
001-36007 |
| 46-2519850 |
| (State of Organization) | |
(Commission File Number) |
| (IRS Employer Identification No.) |
| 309 N. Water Street, Suite 500 | |
|
| 53202 |
| Milwaukee, Wisconsin | |
|
| (Zip Code) |
| (Address of Principal Executive Offices) | |
|
| |
Registrant’s telephone number, including
area code: (414) 367-5600
Not Applicable
(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 |
|
Name of each exchange on
which registered |
| Common stock, $0.01 par value per share |
|
DOC |
|
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 21, 2024, Physicians Realty Trust
(the “Company” or “Physicians Realty Trust”) held a special meeting of shareholders (the “Special Meeting”)
to consider certain proposals related to its merger with Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”),
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated October 29, 2023, by and among the Company,
Healthpeak, DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC) (“DOC DR Holdco”), a Maryland limited liability company
and a wholly owned subsidiary of Healthpeak, DOC DR, LLC (formerly known as Alpine OP Sub, LLC) (“DOC DR OP Sub”), a Maryland
limited liability company and a wholly owned subsidiary of Healthpeak OP, LLC and Physicians Realty L.P., a Delaware limited partnership.
As of January 8, 2024, the record date for
the Special Meeting, there were outstanding 238,594,802 common shares of the Company, par value $0.01 per share (“Company common
shares”). Three proposals were voted upon by the shareholders of the Company at the Special Meeting. The voting results of those
matters were as follows:
Proposal 1: The Physicians Realty Trust Company
Merger Proposal
Proposal 1 (the “Physicians Realty Trust
Company Merger Proposal”), to approve the merger of the Company with and into DOC DR Holdco, with DOC DR Holdco surviving as a
wholly owned subsidiary of Healthpeak (the “Company Merger”), on the terms and subject to the conditions of the Merger Agreement
and the transactions contemplated thereby, was approved, with the following vote counts:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 193,169,052 |
|
9,306,014 |
|
189,045 |
|
— |
Proposal 2: The Physicians Realty Trust Compensation
Proposal
Proposal 2 (the “Physicians Realty Trust
Compensation Proposal”), to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the
named executive officers of the Company in connection with the Company Merger, was not approved, with the following vote counts:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 61,184,540 |
|
140,957,798 |
|
521,773 |
|
— |
Proposal 3: The Physicians Realty Trust Adjournment
Proposal
Proposal
3, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Physicians
Realty Trust Company Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposals, was
approved but deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting
to approve the Physicians Realty Trust Company Merger Proposal.
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 182,936,075 |
|
19,451,704 |
|
276,332 |
|
— |
Item 7.01 Regulation FD Disclosure.
On February 21, 2024, the Company and Healthpeak
issued a joint press release announcing the results of their special meetings of shareholders and stockholders, respectively, related
to the transactions contemplated by the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
by reference in this Item 7.01.
The foregoing information in this Item 7.01.,
including the information contained in the press release in Exhibit 99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference
into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language
in any such filing.
Item 8.01 Other Events.
Based on the results of the special meetings of
shareholders and stockholders of the Company and Healthpeak, respectively, the transactions contemplated by the Merger Agreement (the
“Transactions”) are expected to be consummated on or around March 1, 2024, subject to the satisfaction or waiver of certain
other closing conditions as described in the Merger Agreement.
Provided the Transactions are consummated on March 1,
2024, Healthpeak common stock is expected to begin trading under the ticker symbol “DOC” at the open of trading on The New
York Stock Exchange on Monday, March 4, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| Date: |
February 21, 2024 |
|
PHYSICIANS REALTY TRUST |
| |
|
|
|
| |
|
By: |
/s/ John T. Thomas |
| |
|
|
John T. Thomas |
| |
|
|
President and Chief Executive Officer |
Exhibit 99.1
Healthpeak Properties Stockholders
and Physicians Realty Trust Shareholders Approve Merger
DENVER & MILWAUKEE--(BUSINESS WIRE)-- Healthpeak Properties, Inc.
(NYSE: PEAK) (“Healthpeak”) and Physicians Realty Trust (NYSE: DOC) (“Physicians Realty Trust”) today announced
that Healthpeak stockholders and Physicians Realty Trust shareholders have voted to approve the proposals necessary for the closing of
the proposed merger at their respective special meetings held virtually today, February 21, 2024.
The transaction is expected to close on or about March 1, 2024,
subject to the satisfaction or waiver of customary closing conditions. The combined company will operate under the Healthpeak Properties, Inc.
name. Provided the transaction is consummated on March 1, 2024, Healthpeak common stock is expected to begin trading under the ticker
symbol “DOC” at the open of trading on The New York Stock Exchange on March 4, 2024.
Upon consummation of the merger, Physicians Realty Trust shareholders
will receive 0.674 of a newly issued share of Healthpeak common stock for each Physicians Realty Trust common share they own immediately
prior to the effective time of the merger, subject to any withholding required under applicable tax laws, as applicable.
The final voting results for the Healthpeak Special Meeting of Stockholders
and Physicians Realty Trust Special Meeting of Shareholders will be disclosed in a Current Report on Form 8-K to be filed with the
U.S. Securities and Exchange Commission by Healthpeak and Physicians Realty Trust, respectively.
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. For more information regarding Healthpeak, visit www.healthpeak.com.
ABOUT PHYSICIANS REALTY TRUST
Physicians Realty Trust is a self-managed health care real estate company
organized to acquire, selectively develop, own, and manage health care properties that are leased to physicians, hospitals and health
care delivery systems. Physicians Realty Trust invests in real estate that is integral to providing high quality health care. Physicians
Realty Trust is a Maryland real estate investment trust and has elected to be taxed as a REIT for U.S. federal income tax purposes. Physicians
Realty Trust conducts its business through an UPREIT structure in which its properties are owned by an operating partnership, directly
or through limited partnerships, limited liability companies or other subsidiaries.
FORWARD-LOOKING STATEMENTS
This communication may include “forward-looking statements,”
including but not limited to those regarding the proposed transactions between Healthpeak and Physicians Realty Trust, within the meaning
of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements”
for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates
and projections about the industry and markets in which Healthpeak and Physicians Realty Trust operate and beliefs of and assumptions
made by Healthpeak management and Physicians Realty Trust management, involve uncertainties that could significantly affect the financial
or operating results of Healthpeak, Physicians Realty Trust or the combined company. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,”
“projects,” “forecasts,” “will,” “may,” “potential,” “can,” “could,”
“should,” “pro forma,” and variations of such words and similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions
involving Healthpeak and Physicians Realty Trust, including future acquisitions, dispositions, financing activity, financial and operating
results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that
Healthpeak and Physicians Realty Trust expects or anticipates will occur in the future - including statements relating to creating value
for shareholders or stockholders, as applicable, benefits of the proposed transactions to clients, tenants, employees, shareholders or
stockholders, as applicable, and other constituents of the combined company, integrating the companies, cost savings and the expected
timetable for completing the proposed transactions - are forward-looking statements. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Healthpeak and Physicians Realty Trust
believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, Healthpeak and Physicians Realty
Trust can give no assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by
factors including, without limitation, risks associated with the ability to consummate the proposed merger and the timing of the closing
of the proposed merger; satisfaction of closing conditions to consummate the proposed 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; the ability to secure
favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of indebtedness incurred
in connection with the proposed 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 proposed 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
shares 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 or Physicians Realty Trust; risks associated
with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed
transactions on business relationships, including with clients, tenants, property managers, customers, employees and competitors; risks
related to diverting the attention of Healthpeak’s and Physicians Realty Trust’s management from ongoing business operations;
unfavorable outcomes of any legal proceedings that have been or may be instituted against Healthpeak or Physicians Realty Trust; 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 proposed transactions and the actual terms of the financings that may be obtained in
connection with the proposed 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 transaction; 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 or Physicians Realty Trust common shares; impairment charges; unanticipated
changes in Healthpeak’s or Physicians Realty Trust’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 discussed in reports filed with the SEC by Healthpeak and Physicians Realty Trust. Moreover, other risks and uncertainties of
which Healthpeak or Physicians Realty Trust are not currently aware may also affect each of the companies’ forward-looking statements
and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made
in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they
are subsequently made available by Healthpeak or Physicians Realty Trust on their respective websites or otherwise. Neither Healthpeak
nor Physicians Realty Trust undertakes any obligation to update or supplement any forward-looking statements to reflect actual results,
new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking
statements were made.
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