Healthpeak Properties Files 8-K for Rule 425 Communications

TL;DR

**Healthpeak just filed an 8-K for Rule 425 comms, likely signaling a big deal is brewing!**

AI Summary

Healthpeak Properties, Inc. filed an 8-K on February 7, 2024, indicating it is using written communications under Rule 425 of the Securities Act. This suggests the company is likely involved in a significant transaction, such as a merger or acquisition, and is communicating details to investors. For shareholders, this matters because such transactions can significantly impact the company's future valuation, strategic direction, and potentially lead to changes in stock price, depending on the terms and perceived value of the deal.

Why It Matters

This filing signals that Healthpeak Properties is engaged in a material transaction, likely a merger or acquisition, which could reshape its business and affect shareholder value.

Risk Assessment

Risk Level: medium — The filing itself is administrative, but the underlying event it signals (a potential transaction) carries inherent risks and opportunities that could impact the stock.

Analyst Insight

Investors should monitor Healthpeak Properties (PEAK) closely for upcoming announcements regarding a potential transaction, as this 8-K signals significant corporate activity that could impact its stock price and long-term outlook.

Key Players & Entities

• Healthpeak Properties, Inc. (company) — the registrant filing the 8-K
• February 7, 2024 (date) — date of earliest event reported and filing date
• Rule 425 (other) — Securities Act rule for written communications regarding business combinations
• New York Stock Exchange (other) — exchange where Healthpeak's common stock is registered
• PEAK (other) — trading symbol for Healthpeak Properties, Inc.

Forward-Looking Statements

• Healthpeak Properties, Inc. will announce details of a merger or acquisition. (Healthpeak Properties, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $1.00 — ge on which registered Common stock, $1.00 par value PEAK New York Stock Exchang

Filing Documents

• tm245146d1_8k.htm (8-K) — 44KB
• tm245146d1_ex23-1.htm (EX-23.1) — 5KB
• tm245146d1_ex99-1.htm (EX-99.1) — 60KB
• tm245146d1_ex99-2.htm (EX-99.2) — 1025KB
• tm245146d1_ex99-3.htm (EX-99.3) — 1875KB
• tm245146d1_ex99-4.htm (EX-99.4) — 903KB
• 0001104659-24-011622.txt ( ) — 4330KB
• hcp-20240207.xsd (EX-101.SCH) — 3KB
• hcp-20240207_lab.xml (EX-101.LAB) — 33KB
• hcp-20240207_pre.xml (EX-101.PRE) — 22KB
• tm245146d1_8k_htm.xml (XML) — 4KB

01. Other Events

Item 8.01. Other Events. As previously disclosed, on October 29, 2023, Healthpeak Properties, Inc. ("Healthpeak") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Healthpeak, DOC DR Holdco, LLC (formerly known as Alpine Sub, LLC), a wholly owned subsidiary of Healthpeak, DOC DR, LLC (formerly known as Alpine OP Sub, LLC), a wholly owned subsidiary of Healthpeak OP, LLC ("Healthpeak OP"), Physicians Realty Trust ("Physicians Realty Trust"), and Physicians Realty L.P. (the "Physicians Partnership"), pursuant to which, among other things, and through a series of transactions, (i) each outstanding common share of Physicians Realty Trust (other than Physicians Realty Trust common shares to be cancelled in accordance with the Merger Agreement), will be converted into the right to receive 0.674 shares of Healthpeak common stock, and (ii) each outstanding common unit of the Physicians Partnership will be converted into common units in the successor entity to the Physicians Partnership equal to the same exchange ratio. Following the transactions contemplated in the Merger Agreement, the successor entities to Physicians Realty Trust and the Physicians Partnership will be direct and indirect subsidiaries of Healthpeak OP, respectively. Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of customary closing conditions, including the approval of the stockholders of Healthpeak and the shareholders of Physicians Realty Trust. On February 7, 2024, Physicians Realty Trust disclosed preliminary estimates of certain consolidated financial data for the three months and year ended December 31, 2023. Such disclosure is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Current Report 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 t

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The unaudited consolidated interim financial statements of Physicians Realty Trust as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are filed as Exhibit 99.2 hereto. The audited consolidated financial statements of Physicians Realty Trust as of and for the years ended December 31, 2022, 2021 and 2020 are filed as Exhibit 99.3 hereto. The information in Exhibits 99.2 and 99.3 was provided by Physicians Realty Trust. (b) Pro Forma Financial Information. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 of Healthpeak are filed as Exhibit 99.4 hereto. Such unaudited pro forma condensed combined financial statements have been prepared on the basis of certain assumptions and estimates as of the dates set forth therein. Such unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position that actually would have existed or the operating results that actually would have been achieved if the adjustments set forth therein had been in effect as of the dates and for the periods indicated or that may be achieved in future periods and should be read in conjunction with the historical financial statements of Healthpeak and Physicians Realty Trust. (d) Exhibits. Exhibit No. Description 23.1 Consent of Ernst & Young LLP. 99.1 Preliminary estimates of certain consolidated financial data of Physicians Realty Trust for the three months and year ended December 31, 2023. 99.2 Unaudited consolidated financial statements of Physicians Realty Trust as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022. 99.3 Audited consolidated financial statements of Physicians R

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 7, 2024 Healthpeak Properties, Inc. By: /s/ Peter A. Scott Peter A. Scott Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR