Item 8.01 Other Events.
On July 30, 2020, Healthpeak Properties, Inc., a Maryland corporation (the
"Company"), filed with the Securities and Exchange Commission a prospectus
supplement (the "Prospectus Supplement") to the prospectus dated May 31, 2018
included in the Company's automatic shelf registration statement on Form S-3ASR
(No. 333-225318). The Prospectus Supplement relates to the possible issuance of
up to 926,055 shares of the Company's common stock, from time to time, to the
holders of units representing non-managing membership interests in SH DR
California IV, LLC (the "Units"), in connection with a redemption of the Units.
Pursuant to the terms of the Second Amended and Restated Limited Liability
Company Agreement of SH DR California IV, LLC, dated as of July 18, 2019 (the
"LLC Agreement"), the holders of the Units may not exercise their redemption
rights until one year after the date of issuance of the Units. Registration of
the issuance of shares of the Company's common stock as provided in the
Prospectus Supplement does not necessarily mean that any of the holders of the
Units will exercise their redemption rights with respect to the Units or that SH
DR California IV, LLC will elect, in its sole discretion, to issue shares of the
Company's common stock to satisfy its redemption obligation instead of paying a
cash amount.
In connection with the filing of the Prospectus Supplement, the Company is
filing an opinion of its counsel, Ballard Spahr LLP, regarding the legality of
the securities being registered, which opinion is attached as Exhibit 5.1 to
this Current Report on Form 8-K, and an opinion of its counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, regarding certain tax matters, which opinion is
attached as Exhibit 8.1 to this Current Report on Form 8-K.
The Company has also filed a copy of the LLC Agreement, which agreement is
incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
No. Description
5.1 Opinion of Ballard Spahr LLP
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax
matters
10.1 Second Amended and Restated Limited Liability Company Agreement of SH
DR California IV, LLC, dated as of July 18, 2019 (incorporated herein by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
(File No. 1-08895), filed October 31, 2019)
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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