Item 8.01 Other Events.

On January 9, 2023, 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 $400,000,000 aggregate principal amount of 5.250% senior unsecured notes due 2032. 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 and estimated expenses payable by the Company, are expected to be approximately $395.4 million. The Company intends to use the net proceeds from the Offering to repay a portion of the Company's outstanding commercial paper and for general corporate purposes, which may include repaying or repurchasing other indebtedness, working capital, acquisitions, development activities and capital expenditures. The Offering is expected to close on January 17, 2023, 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 January 9, 2023, by and among the Company
           and the representatives of the Underwriters.
  99.1       Press Release, dated January 9, 2023.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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