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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2020

 

Healthpeak Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland 001-08895 33-0091377

(State or other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

1920 Main Street, Suite 1200

Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

 

(949) 407-0700

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, $1.00 par value PEAK The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01  Other Events.

 

On June 9, 2020, 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 $600,000,000 aggregate principal amount of 2.875% senior unsecured notes due 2031.  The net proceeds from the Offering, after deducting the underwriting discount but before deducting estimated offering expenses payable by the Company, are approximately $590,850,000, which the Company intends to use (i) to fund the redemption, prior to their stated maturity date, of all $300,000,000 aggregate principal amount of the 3.15% senior notes due August 2022 that are outstanding, and the payment of accrued interest and related fees, premiums and expenses in connection therewith and (ii) to fund the purchase price for its previously announced tender offer to purchase for cash a portion of its 4.250% senior notes due November 2023 and the payment of accrued interest and related fees, premiums and expenses in connection therewith. The Company intends to use any remaining net proceeds, including in the event that it does not achieve full participation in the tender offer, for general corporate purposes, including repayment of any outstanding borrowings under its revolving credit facility (without any permanent reductions in the commitments thereunder) and/or to repay any outstanding commercial paper.

 

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 June 9, 2020, by and among the Company and the representatives of the Underwriters.
99.1   Press Release, dated June 9, 2020.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HEALTHPEAK PROPERTIES, INC.
  (Registrant)
     
     
Date: June 10, 2020 By: /s/ Peter A. Scott
  Name: Peter A. Scott
  Title: Executive Vice President and Chief Financial Officer

  

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