12/02/2024 - Healthpeak Properties Inc.: Healthpeak Properties, Inc. and Healthpeak OP, LLC Commence Consent Solicitation and Offers to Guarantee for Physicians Realty L.P. Senior Notes

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Healthpeak Properties, Inc. and Healthpeak OP, LLC Commence Consent Solicitation and Offers to Guarantee for Physicians Realty L.P. Senior Notes

February 12, 2024

DENVER--(BUSINESS WIRE)-- 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.

Andrew Johns, CFA
Senior Vice President - Investor Relations
720-428-5400

Source: Healthpeak Properties, Inc.

Disclaimer

Healthpeak Properties Inc. published this content on 12 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 February 2024 13:34:35 UTC.

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