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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
February 21, 2024
Date of Report (Date
of earliest event reported)
Healthpeak
Properties, Inc.
(Exact name of registrant as specified in its
charter)
Maryland |
001-08895 |
33-0091377 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices)
(Zip Code)
(720) 428-5050
(Registrant’s telephone number,
including area code)
N/A
(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(s) |
Name of each exchange on which registered |
|
|
|
Common Stock, $1.00 par value |
PEAK |
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, Healthpeak Properties, Inc.
(“Healthpeak” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) to
consider certain proposals related to its merger with Physicians Realty Trust, a Maryland real estate investment trust (“Physicians
Realty Trust”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated October 29, 2023,
by and among the Company, 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, Physicians Realty Trust, and Physicians Realty
L.P., a Delaware limited partnership.
As of January 8, 2024, the record date for
the Special Meeting, there were outstanding 547,157,782 shares of Healthpeak common stock, par value $1.00 per share (“Healthpeak
common stock”). Three proposals were voted upon by the stockholders of Healthpeak at the Special Meeting. The voting results of
those matters were as follows:
Proposal 1: The Healthpeak Common Stock Issuance
Proposal
Proposal 1 (the “Healthpeak Common Stock
Issuance Proposal”), to approve the issuance of Healthpeak common stock in connection with the transactions contemplated by the
Merger Agreement, was approved, with the following vote counts:
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
456,736,650 |
|
11,923,576 |
|
329,563 |
|
— |
Proposal 2: The Healthpeak Charter Amendment
Proposal
Proposal 2 (the “Healthpeak Charter Amendment
Proposal”), to approve an amendment to the charter of the Company to increase the authorized shares of Healthpeak common stock from
a total of 750,000,000 to 1,500,000,000 shares, was approved, with the following vote counts:
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
454,341,776 |
|
14,299,610 |
|
348,403 |
|
— |
Proposal 3: The Healthpeak Adjournment Proposal
Proposal
3, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Healthpeak
Common Stock Issuance Proposal and/or the Healthpeak Charter Amendment 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 Healthpeak Common Stock Issuance Proposal and the Healthpeak Charter Amendment Proposal.
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
422,711,138 |
|
45,874,415 |
|
404,236 |
|
— |
Item 7.01 Regulation FD Disclosure.
On February 21, 2024, the Company and Physicians
Realty Trust issued a joint press release announcing the results of their special meetings of stockholders and shareholders, 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 stockholders and shareholders of the Company and Physicians Realty Trust, 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.
Dated:
February 21, 2024 |
Healthpeak
Properties, Inc. |
|
|
|
By: |
/s/
Peter A. Scott |
|
|
Peter
A. Scott |
|
|
Chief
Financial 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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Grafico Azioni Healthpeak Properties (NYSE:PEAK)
Storico
Da Feb 2025 a Mar 2025
Grafico Azioni Healthpeak Properties (NYSE:PEAK)
Storico
Da Mar 2024 a Mar 2025