Item 8.01 Other Events.
On January 17, 2023, Healthpeak Properties, Inc., a Maryland corporation (the
"Company"), completed its underwritten offering (the "Offering") of $400,000,000
aggregate principal amount of the Company's 5.250% Senior Notes due 2032 (the
"Notes"). The estimated net proceeds from the Offering, after deducting the
underwriting discount and estimated fees and 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 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 Thirteenth Supplemental Indenture,
dated as of January 17, 2023 (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 Notes will mature on December 15, 2032, and the Company will pay interest on
the Notes semi-annually in arrears on June 15 and December 15, beginning on June
15, 2023. The 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 Notes will be effectively junior to all existing and
future secured indebtedness to the extent of the collateral securing that
indebtedness and will be structurally subordinated to all existing and future
indebtedness and other liabilities of our subsidiaries.
Prior to September 15, 2032 (the "Par Call Date"), the Company may redeem the
Notes at its option, in whole or in part, at any time and from time to time, at
a redemption price equal to the greater of: (i) (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Notes matured on the Par Call
Date) on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in the Supplemental Indenture)
plus 30 basis points less (b) interest accrued to, but excluding, the date of
redemption; and (ii) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the
redemption date. On or after the Par Call Date, the Company may redeem the
Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed, plus
accrued and unpaid interest thereon to, but excluding, the redemption date.
The 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 Notes are summaries and are
qualified in their entirety by the terms of the Base Indenture, the Supplemental
Indenture and the form of the 2032 Notes. Copies of the Supplemental Indenture
and the form of the 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 Thirteenth Supplemental Indenture, dated as of January 17, 2023,
between the Company and The Bank of New York Mellon Trust Company,
N.A., as trustee
4.2 Form of 5.250% Senior Notes due 2032 (included in Exhibit 4.1)
5.1 Opinion of Ballard Spahr LLP
5.2 Opinion of Latham & Watkins LLP
8.1 Opinion of Latham & Watkins LLP regarding tax matters
23.1 Consent of Ballard Spahr LLP (included in Exhibit 5.1)
23.2 Consent of Latham & Watkins LLP (included in Exhibit 5.2)
23.3 Consent of Latham & Watkins LLP (included in Exhibit 8.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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