Healthpeak Properties Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(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 |
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 8.01 Other Events.
On February 5, 2025, Healthpeak OP, LLC, a Maryland limited liability company (“Healthpeak OP”), Healthpeak Properties, Inc., a Maryland corporation (the “Company”), DOC DR Holdco, LLC (“DOC Holdco”) and DOC DR, LLC (“DOC LLC”), entered into an underwriting agreement (the “Underwriting Agreement”) with the representatives of the several underwriters named therein (the “Underwriters”) relating to the sale by Healthpeak OP (the “Offering”) of $500.0 million aggregate principal amount of 5.375% senior unsecured notes due 2035 (the “Notes”). The Notes will be senior unsecured obligations of Healthpeak OP and will be fully and unconditionally guaranteed, on a joint and several basis, by the Company, DOC Holdco and DOC LLC. The Underwriting Agreement contains customary representations, warranties, covenants and conditions. In the Underwriting Agreement, Healthpeak OP, the Company, DOC Holdco and DOC LLC agreed to indemnify the Underwriters against certain liabilities that could be incurred by them in connection with the Offering.
The estimated net proceeds from the Offering are expected to be approximately $493.2 million, after deducting the underwriting discount and estimated expenses payable by Healthpeak OP. Healthpeak OP intends to use the net proceeds from the Offering to repay borrowings outstanding under its commercial paper program and for general corporate purposes, which may include repaying or repurchasing other indebtedness, working capital, acquisitions, development and redevelopment activities, and capital expenditures. Pending application of the net proceeds from the offering for the foregoing purposes, such proceeds may initially be invested in short-term securities. The Offering is expected to close on February 14, 2025, subject to the satisfaction of customary closing conditions.
The foregoing is a summary description of certain terms of the Underwriting Agreement 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.
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.
Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are being filed herewith: |
| No. | Description | |
| 1.1 | Underwriting Agreement, dated Feburary 5, 2025, by and among Healthpeak OP, the Company, DOC Holdco, DOC LLC and the representatives of the Underwriters. | |
| 99.1 | Press Release, dated February 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| HEALTHPEAK PROPERTIES, INC. | ||
| (Registrant) | ||
| Date: February 6, 2025 | By: | /s/ Peter A. Scott |
| Name: | Peter A. Scott | |
| Title: | Chief Financial Officer | |