Healthpeak Properties Announces Material Agreements & Executive Changes

Ticker: DOC · Form: 8-K · Filed: Mar 1, 2024 · CIK: 765880

Healthpeak Properties, INC. 8-K Filing Summary
FieldDetail
CompanyHealthpeak Properties, INC. (DOC)
Form Type8-K
Filed DateMar 1, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$1.00, $400.0 million, $400 million, $750.0 million, $1.0 billion
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, asset-transaction, executive-changes, financial-obligation

TL;DR

Healthpeak Properties made big moves: new deals, asset sales/buys, debt, and exec changes. Big day!

AI Summary

On February 28, 2024, Healthpeak Properties, Inc. entered into a material definitive agreement related to its business operations. The company also completed an acquisition or disposition of assets and incurred a direct financial obligation. Additionally, there were changes in the company's board of directors and executive compensation arrangements.

Why It Matters

This filing indicates significant strategic and financial activities for Healthpeak Properties, including potential asset changes and executive compensation adjustments, which could impact its future performance and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset transactions, and financial obligations, which inherently carry business and financial risks.

Key Players & Entities

FAQ

What specific material definitive agreement did Healthpeak Properties enter into?

The filing indicates the entry into a material definitive agreement but does not specify the details of the agreement itself within the provided text.

What was the nature of the asset acquisition or disposition?

The filing states that the company completed an acquisition or disposition of assets, but the specifics of the transaction are not detailed in the provided text.

What is the nature of the direct financial obligation incurred by Healthpeak Properties?

The filing mentions the creation of a direct financial obligation but does not provide details on the amount or terms within the provided text.

Were there any changes to the board of directors or executive officers?

Yes, the filing notes the departure of directors or certain officers, election of directors, and appointment of certain officers, as well as compensatory arrangements.

Did Healthpeak Properties change its fiscal year or amend its articles of incorporation/bylaws?

The filing indicates potential amendments to articles of incorporation or bylaws and a change in fiscal year as items of information, but specific details are not in the provided text.

Filing Stats: 4,770 words · 19 min read · ~16 pages · Grade level 12.7 · Accepted 2024-03-01 08:39:30

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Assumption of Physicians Realty Trust Credit Agreement On the Closing Date, upon consummation of the Mergers, Healthpeak, Healthpeak OP, DOC DR Holdco and DOC DR OP Sub executed the Consent and Third Amendment (the " DOC Amendment ") to that certain Third Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among Physicians Partnership, as borrower, Physicians Realty Trust, as guarantor, the lenders party thereto and KeyBank National Association, as administrative agent (the " Third Amended and Restated Credit Agreement ") (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2023 (the " First Amendment ") and as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 24, 2023 (the " Second Amendment "; the Third Amended and Restated Credit Agreement as amended by the First Amendment and the Second Amendment, the " Existing DOC Credit Agreement "; the Existing DOC Credit Agreement as amended by the DOC Amendment, the " DOC Credit Agreement ")). Pursuant to the DOC Amendment, on and as of the Closing Date, (a) DOC DR Holdco (as successor to Physicians Realty Trust) and DOC DR OP Sub (as successor to Physicians Partnership) assumed all of the obligations of Physicians Realty Trust and Physicians Partnership, respectively, under the DOC Credit Agreement, (b) Healthpeak and Healthpeak OP were joined as guarantors of DOC DR OP Sub's obligations under the DOC Credit Agreement and (c) the parties thereto made certain other amendments to the DOC Credit Agreement in connection with the foregoing. Immediately prior to the effectiveness of the DOC Amendment, all outstanding amounts under the revolving credit facility under the Existing DOC Credit Agreement (the " DOC Revolving Facility ") were repaid in full and all commitments of lenders in connection with the DOC Revolving Facility wer

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. Pursuant to the terms and subject to the conditions of the Merger Agreement, on March 1, 2024, at the date and time the Company Merger became effective (the " Company Merger Effective Time "), each common share of beneficial interest of Physicians Realty Trust, par value $0.01 per share (the " Physicians Realty Trust Common Shares ") (other than Physicians Realty Trust Common Shares to be canceled in accordance with the Merger Agreement), automatically converted into the right to receive 0.674 (the " Exchange Ratio ") validly issued, fully paid and non-assessable shares of Healthpeak common stock, par value $1.00 per share (" Healthpeak Common Stock ") (the " Merger Consideration "), without interest, but subject to any withholding required under applicable tax laws. Holders of Physicians Realty Trust Common Shares received cash in lieu of fractional shares of Healthpeak Common Stock (the " Fractional Share Consideration "). Pursuant to the terms and subject to the conditions of the Merger Agreement, immediately after the Contribution and at the date and time the Partnership Merger became effective (the " Partnership Merger Effective Time "), each common unit in Physicians Partnership issued and outstanding immediately prior to the Partnership Merger Effective Time, subject to the terms and conditions set forth in the Merger Agreement, automatically converted into and became a number of units in the Partnership Surviving Entity equal to the Exchange Ratio. Following the Partnership Merger Effective Time, third-party investors in Physicians Partnership who received non-managing member units became entitled to (a) redeem such units for an amount of cash per unit approximating the then-current market value of one share of Healthpeak Common Stock or, at Healthpeak OP's option, one sha

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. In connection with the Mergers and effective upon the Company Merger Effective Time, Healthpeak increased the size of the board of directors of Healthpeak (the " Board ") from eight members to thirteen members and appointed John T. Thomas, Tommy G. Thompson, Pamela J. Kessler, Ava E. Lias-Booker and Richard A. Weiss to the Board, with Mr. Thomas being appointed as Vice Chair of the Board, in each case, to hold office until their successors are duly elected and qualified or their earlier death, resignation or removal. There are no transactions in which Healthpeak is or was a participant and in which any of Mr. Thomas, Governor Thompson, Ms. Kessler, Ms. Lias-Booker or Mr. Weiss or their immediate family members (within the meaning of Item 404 of Regulation S-K) had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. Each of Mr. Thomas, Governor Thompson, Ms. Kessler, Ms. Lias-Booker and Mr. Weiss has entered into Healthpeak's standard form of Director's Indemnification Agreement (incorporated herein by reference to Exhibit 10.21 to Healthpeak's Form 10-K filed with the SEC on February 12, 2008). Each of Governor Thompson, Ms. Kessler, Ms. Lias-Booker and Mr. Weiss will receive a prorated annual cash retainer, prorated from the date of their appointment to the Board until the date of Healthpeak's next annual meeting of stockholders, and will otherwise participate in the compensation and benefits program for non-employee directors as described in the section titled "Director Compensation—2022" of the Company's Definitive Proxy Statement filed with the SEC on March 17, 2023, with the equity compensation to be granted following Healt

03. Amendments to Article of Incorporation or Bylaws;

Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year. Articles of Amendment Pursuant to the Merger Agreement, on February 29, 2024, Healthpeak filed Articles of Amendment to the charter of Healthpeak, as in effect prior to the Company Merger Effective Time, with the State Department of Assessments and Taxation of the State of Maryland (the " Articles of Amendment "). The Articles of Amendment, which was approved by Healthpeak's stockholders on February 21, 2024, increases the authorized number of shares of Healthpeak Common Stock from a total of 750,000,000 to 1,500,000,000. The Articles of Amendment, which became effective when it was filed on February 29, 2024, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Bylaws Amendment Pursuant to the Merger Agreement, on February 28, 2024, the Board unanimously approved an amendment to the Amended and Restated Bylaws of Healthpeak (the " Bylaws " and such amendment, the " Bylaws Amendment ") to increase the maximum number of directors of the Board to thirteen members effective upon the Company Merger Effective Time. In connection with the Mergers and effective upon the Company Merger Effective Time, the Board increased from eight members to thirteen members. The Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On the Closing Date, Healthpeak issued a press release announcing the completion of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

01. Other Events

Item 8.01. Other Events. Change in Ticker Symbol As a result of the consummation of the Mergers, 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. Guarantees of Healthpeak OP's Existing and Future Senior Notes by DOC DR Holdco and DOC DR OP Sub In connection with the Mergers and the Consent Solicitation and Offers to Guarantee, on the Closing Date, Healthpeak, Healthpeak OP, DOC DR Holdco and DOC DR OP Sub entered into (a) a supplemental indenture (the " 1993 Supplemental Indenture ") with The Bank of New York Mellon Trust Company, N.A. to Healthpeak OP's and Healthpeak's indenture, dated as of September 1, 1993 (as amended and restated by the Second Supplemental Indenture, dated as of February 10, 2023 among Healthpeak OP, Healthpeak and The Bank of New York Mellon Trust Company, N.A., the " 1993 Indenture "), and (b) a supplemental indenture (the " 2012 Supplemental Indenture " and, together with the 1993 Supplemental Indenture, the " Supplemental Indentures ") with The Bank of New York Mellon Trust Company, N.A., to Healthpeak OP's and Healthpeak's amended and restated indenture, dated as of February 10, 2023 (the " A&R 2012 Indenture " and, together with the 1993 Indenture, the " Base Indentures "), in each case, to, among other things, provide for the full and unconditional guarantee by DOC DR Holdco and DOC DR OP Sub of all of Healthpeak OP's existing and future senior notes previously issued or to be issued under the applicable Base Indenture. The foregoing summary of the Supplemental Indentures is qualified in its entirety by reference to the full text of each of the 1993 Supplemental Indenture and the 2012 Supplemental Indenture, which are filed herewith as Exhibits 4.6 and 4.7, respectively, and are incorporated by reference herein. Guarantee of Healthpeak OP's Existing and Future Commercial Paper by DOC DR Holdco and DOC DR OP Sub In

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