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

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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