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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240212182985/en/
Andrew Johns, CFA Senior Vice President – Investor Relations
720-428-5400
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