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Healthpeak Properties, Inc. - Consent Solicitation 2024 (US) - Completion

Healthpeak Properties, Inc. and Healthpeak OP, LLC Complete Consent Solicitation and Offers to Guarantee and Receive Required Consents to Amend Physicians Realty L.P. Indentures
 

26 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Source Healthpeak Properties, Inc.


DENVER--(BUSINESS WIRE)--Healthpeak Properties, Inc. (NYSE: PEAK) (“Healthpeak”) today announced that, in connection with its and Healthpeak OP, LLC’s (“Healthpeak OP”) previously announced consent solicitation and offers to guarantee for Physicians Realty L.P. (a consolidated subsidiary of Physicians Realty Trust (NYSE: DOC) (“Physicians Realty Trust” or “DOC”)) senior notes related to Healthpeak’s agreement to merge with Physicians Realty Trust (the “Merger”), it has received the required consents from the holders of the outstanding Physicians Realty L.P. senior notes listed below (collectively, the “DOC Notes”) to adopt the proposed amendments to each of the supplemental indentures to the Senior Indenture (each, an “Indenture”) governing such DOC Notes.

Issuer

Debt Security Description

CUSIP No.

Aggregate Principal Amount

Consent Payment

Physicians Realty L.P.

4.300% Senior Notes due 2027

71951Q AA0

$400,000,000

$1.00 per $1,000

Physicians Realty L.P.

3.950% Senior Notes due 2028

71951Q AB8

$350,000,000

$1.00 per $1,000

Physicians Realty L.P.

2.625% Senior Notes due 2031

71951Q AC6

$500,000,000

$1.00 per $1,000

The adoption of the amendments for each Indenture required consents from at least a majority in aggregate principal amount of each series of DOC Notes outstanding under such Indenture as of the record date for the consent solicitation and offers to guarantee, 5:00 p.m., New York City time, on February 9, 2024. Global Bondholder Services Corporation, the Tabulation Agent, has advised Healthpeak that as of the expiration time for the consent solicitation and offers to guarantee of 5:00 p.m., New York City time, on February 26, 2024 (the “Expiration Time”), Healthpeak and Healthpeak OP have received the required consents of the holders of DOC Notes.


Promptly following the closing of the Merger, a supplemental indenture to the Indentures (the “Supplemental Indenture”) will be executed and delivered, which Supplemental Indenture will contain the amendments as to which consents were sought and an unconditional and irrevocable guarantee by Healthpeak and Healthpeak OP of the prompt payment, when due, of any amount owed to the holders of the DOC Notes under such DOC Notes and such Indenture and any other amounts due pursuant to such Indenture (the “Healthpeak Guarantee”). The Supplemental Indenture will become effective upon its execution and delivery. The amendments contained in the Supplemental Indenture will not become operative, and the Healthpeak Guarantee will not be issued, until the completion of the Merger.


In accordance with the terms of the consent solicitation and offers to guarantee, if the Merger is completed, as soon as practicable thereafter, Healthpeak will make a payment to each holder of DOC Notes for which a valid and unrevoked consent was provided prior to the Expiration Time, in an amount equal to $1.00 for each $1,000 principal amount of DOC Notes for which such holder provided valid and unrevoked consent prior to the Expiration Time.

The amendments will amend the following sections contained in the Indentures: (i) the limitation on incurrence of total debt, limitation on incurrence of secured debt, debt service coverage test for incurrence, maintenance of unencumbered assets and insurance covenants would be conformed to the corresponding covenants in Healthpeak’s and Healthpeak OP’s existing indentures, (ii) the maintenance of properties covenant, which is not contained in Healthpeak’s and Healthpeak OP’s existing indentures, would be eliminated from the Indentures, (iii) the financial reporting covenant would be amended to replace Physicians Realty L.P.’s reporting obligations with Healthpeak’s reporting obligations and (iv) the events of default section would be conformed to the corresponding events of default section in Healthpeak’s and Healthpeak OP’s existing indentures.


The terms and conditions of the consent solicitation and offers to guarantee were set forth in a Consent Solicitation Statement/Prospectus Supplement dated February 12, 2024, which was filed with the Securities and Exchange Commission, and which was sent to record holders of the DOC Notes."


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Healthpeak Properties, Inc. and Healthpeak OP, LLC Commence Consent Solicitation and Offers to Guarantee for Physicians Realty L.P. Senior Notes
 

12 FEBRUARY 2024


Full announcement including disclaimers and offer/distribution restrictions available via SEC


DENVER—(BUSINESS WIRE)— Healthpeak Properties, Inc. (NYSE: PEAK) (“Healthpeak”) today announced, in connection with its previously announced agreement to merge with Physicians Realty Trust (NYSE: DOC) (“Physicians Realty Trust” or “DOC”), that it and Healthpeak OP, LLC (“Healthpeak OP”), a direct subsidiary of Healthpeak, have commenced a consent solicitation to certain proposed amendments to each of the supplemental indentures to the Senior Indenture (each an “Indenture”) governing the following outstanding Physicians Realty L.P. (a consolidated subsidiary of Physicians Realty Trust) senior notes (collectively, the “DOC Notes”):


Healthpeak and Healthpeak OP are soliciting the consent of the holders of each series of DOC Notes as of the record date of 5:00 p.m., New York City time, on February 9, 2024. In order to adopt the proposed amendments to an Indenture with respect to a series of DOC Notes, consents must be received from holders as of the record date of the DOC Notes in respect of at least a majority in aggregate principal amount of such series of DOC Notes outstanding under such Indenture (the “Required Consents”). If the Required Consents are obtained with respect to an Indenture and Healthpeak’s merger with Physicians Realty Trust is completed, (i) each of Healthpeak and Healthpeak OP will issue an unconditional and irrevocable guarantee of the prompt payment, when due, of any amount owed to the holders of the DOC Notes under such DOC Notes and such Indenture and any other amounts due pursuant to such Indenture and (ii) Healthpeak will make a payment equal to $1.00 for each $1,000 principal amount of DOC Notes to the holders of DOC Notes under such Indenture who provide valid and unrevoked consents prior to the Expiration Time (as defined below). The result of the foregoing transactions is that the same group of entities (consisting of Healthpeak, Healthpeak OP and the successors of Physicians Realty L.P. and Physicians Realty Trust) will be an obligor, either as an issuer or as a guarantor, with respect to each series of the DOC Notes, the successor of Physicians Realty L.P.’s term loan facility, and Healthpeak OP’s senior unsecured notes, revolving credit facility, term loan facilities and commercial paper program, such that all such indebtedness will rank pari passu in right of payment with no structural subordination.

 

The expiration time of the consent solicitation and offers to guarantee is 5:00 p.m., New York City time, on February 26, 2024, unless extended by Healthpeak in its sole discretion (such time and date, as it may be extended, the “Expiration Time”). Consents delivered may be validly revoked at any time at or prior to the earlier of (i) the Expiration Time and (ii) the time at which the Required Consents have been received."


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