Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On November
4, 2019, Healthpeak Properties, Inc., a Maryland corporation (the “Company”), entered into an underwriting
agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Morgan Stanley & Co LLC, as
representatives (the “Representatives”) of the several underwriters named therein (the
“Underwriters”) and BofA Securities, Inc., as forward seller (in such capacity, the “Forward
Seller”), and Bank of America, N.A., as forward purchaser (the “Forward Purchaser”),
relating to the issuance and sale pursuant to an underwritten public offering (the “Offering”) of an aggregate of
15,000,000 shares of its common stock, par value $1.00 per share (the “Common Stock”), and up to 2,250,000
additional shares of Common Stock at the Underwriters’ option, in each case offered on a forward basis.
The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Sale Agreement
In connection with the Offering, on November
4, 2019, the Company also entered into a separate forward sale agreement (the “Forward Sale Agreement”) with the Forward
Purchaser. The Company expects to physically settle the Forward Sale Agreement and receive proceeds, subject to certain adjustments,
from the sale of those shares of Common Stock within 12 months from entry into the Forward Sale Agreement. Although the Company
expects to settle the Forward Sale Agreement entirely by the physical delivery of shares of Common Stock for cash proceeds, the
Company may also elect to cash or net-share settle all or a portion of its obligations under the Forward Sale Agreement, in which
case, the Company may receive, or may owe, cash or shares of Common Stock from or to the Forward Purchaser. The Forward Sale Agreement
provides for an initial forward price of $34.46 per share, subject to certain adjustments pursuant to the terms of the Forward
Sale Agreement. The Forward Sale Agreement is subject to early termination or settlement under certain circumstances.
The foregoing is a summary description of
certain terms of the Forward Sale Agreement and is qualified in its entirety by the text of the Forward Sale Agreement, attached
as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference.
The
Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Purchaser or its affiliate.
Assuming full physical settlement of the Forward Sale Agreement at the initial forward sale price of $34.46 per share, the Company
expects to receive net proceeds of approximately $516.4 million (or $593.9 million if the Underwriters’ option to purchase
additional shares is exercised in full), after deducting fees and estimated expenses related to the Forward Sale Agreement and the Offering. The Company intends to use the net proceeds that it receives from the settlement
of the Forward Sale Agreement to fund potential acquisitions, developments, redevelopments and other investment opportunities.
The Company may also use the net proceeds for general corporate purposes, including to repay indebtedness. On November 7, 2019,
the Company closed the Offering.
Some or all of the Underwriters and Forward
Purchaser and/or their respective affiliates have engaged in, and/or may in the future engage in, investment banking, commercial
banking, financial advisory and/or other commercial dealings in the ordinary course of business with the Company and/or the Company’s
subsidiaries, for which they have received and/or in the future may receive fees and commissions for these transactions or services.
The press release announcing the pricing
of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.