Item 8.01 Other Events.



Notes Offering

On November 24, 2021, Healthpeak Properties, Inc., a Maryland corporation (the "Company"), completed its underwritten offering (the "Offering") of $500,000,000 aggregate principal amount of the Company's 2.125% Senior Notes due 2028 (the "2028 Notes"). 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 2028 Notes are governed by the terms of the Indenture, dated November 19, 2012 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), which was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on November 19, 2012, as supplemented by the Twelfth Supplemental Indenture, dated as of November 24, 2021 (the "Supplemental Indenture"), between the Company and the Trustee, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

The 2028 Notes will mature on December 1, 2028, and the Company will pay interest on the 2028 Notes semi-annually in arrears on June 1 and December 1, beginning on June 1, 2022. The 2028 Notes will be the Company's senior unsecured obligations and will be equal in right of payment with all of the Company's existing and future senior indebtedness. The 2028 Notes will be effectively junior to all existing and future secured indebtedness to the extent of the collateral securing that indebtedness.

Prior to October 1, 2028, the Company may redeem the 2028 Notes at any time in whole or from time to time in part at its option at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2028 Notes being redeemed on that redemption date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Notes being redeemed (exclusive of interest accrued to, but excluding, the date of redemption) that would be due if such Notes matured on October 1, 2028, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus accrued and unpaid interest on the 2028 Notes being redeemed to, but excluding, the date of redemption. In addition, on or after October 1, 2028, the Company may at its option redeem the 2028 Notes at any time in whole or from time to time in part at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

The 2028 Notes have been registered under the Securities Act of 1933, as amended, pursuant to an effective Registration Statement on Form S-3 (333-256055), filed with the Commission on May 13, 2021. The description of the Base Indenture, the Supplemental Indenture and the 2028 Notes are summaries and are qualified in their entirety by the terms of the Base Indenture, the Supplemental Indenture and the form of the 2028 Notes. Copies of the Supplemental Indenture and the form of the 2028 Notes are filed as exhibits hereto, and a copy of the Base Indenture has been previously filed, and each is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

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






No.        Description
  4.1        Twelfth Supplemental Indenture, dated as of November 24, 2021, between
           the Company and The Bank of New York Mellon Trust Company, N.A., as
           trustee
  4.2        Form of 2.125% Senior Notes due 2028 (included in Exhibit 4.1)
  5.1        Opinion of Ballard Spahr LLP
  5.2        Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
  8.1        Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax
           matters
  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 5.2)
  23.3       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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