Item 8.01 Other Events.

On November 15, 2021, Healthpeak Properties, Inc., a Maryland corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with the representatives of the several underwriters named therein (the "Underwriters") relating to the sale by the Company (the "Offering") of $500,000,000 aggregate principal amount of 2.125% senior unsecured notes due 2028. The Underwriting Agreement contains customary representations, warranties, covenants and conditions. In the Underwriting Agreement, the Company 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, after deducting the underwriting discount, original issue discount and fees and expenses payable by the Company, are expected to be approximately $492.4 million. The Company intends to fully allocate such net proceeds to finance or refinance, in whole or in part, one or more eligible green projects. Pending such allocation, the Company intends to use the net proceeds from the Offering for the repayment of debt, including outstanding borrowings under its revolving line of credit facility and/or any outstanding commercial paper. The Offering is expected to close on November 24, 2021, 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:






No.        Description
  1.1        Underwriting Agreement, dated November 15, 2021, by and among the
           Company and the representatives of the Underwriters.
  99.1       Press Release, dated November 15, 2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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