XML 199 R33.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

The Mergers (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract] |
Schedule of Consideration Transferred | The consideration transferred on the Closing Date is as follows (in thousands, except per share data):
|  | March 1, 2024
Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs exchanged(1) |  | 240,699
Exchange Ratio |  | 0.674
Shares of Healthpeak common stock issued |  | 162,231
Closing price of Healthpeak common stock on March 1, 2024(2) |  | $ | 17.10 |
Fair value of Healthpeak common stock issued to the former holders of Physicians Realty Trust common shares, restricted shares, PSUs, and RSUs |  | 2,774,147 |
Less: Fair value of preliminary share consideration attributable to the post-combination period(3) |  | (16,223) |
Physicians Realty Trust revolving credit facility termination(4) |  | 175,411 |
Settlement of Physicians Realty Trust’s transaction costs |  | 23,913 |
Payments made in connection with share settlement(5) |  | 11,315 |
Preliminary cash consideration |  | 210,639 |
Consideration transferred |  | $ | 2,968,563 |
_______________________________________ (1)Includes 241 million Physicians Realty Trust common shares and Physicians Realty Trust restricted shares outstanding as of March 1, 2024, inclusive of: (i) 200 thousand Physicians Realty Trust restricted shares; (ii) 1 million Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust performance-based restricted stock unit (“PSUs”) (reflected at the maximum level of performance); and (iii) 300 thousand Physicians Realty Trust common shares issuable pursuant to outstanding Physicians Realty Trust restricted stock units (“RSUs”). (2)The fair value of Healthpeak common stock issued to former holders of Physicians Realty Trust common shares and Physicians Realty Trust restricted shares, PSUs, and RSUs is based on the per share closing price of Healthpeak common stock on March 1, 2024. (3)Represents the fair value of unvested Physicians Realty Trust restricted shares, PSUs, and RSUs attributable to post-combination services that were converted into Healthpeak common stock on the Closing Date in accordance with the Merger Agreement. Although no future service after the Closing Date is required, the value attributable to post-combination services reflects the incremental fair value provided to the Physicians Realty Trust equity award holders and the accelerated vesting of such awards at the Closing Date in accordance with the Merger Agreement. This amount was recognized as transaction and merger-related costs on the Consolidated Statements of Operations. (4)Represents the Company’s cash repayment of all outstanding balances under Physicians Realty Trust’s revolving credit facility on the Closing Date in connection with the related termination. (5)Includes cash settlement of: (i) tax liability related to holdback elections made under the pre-existing terms and conditions of Physicians Realty Trust’s equity programs and (ii) fractional share consideration.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests at the Closing Date (in thousands):
|  | March 1, 2024
ASSETS |  |
Real estate: |  |
Buildings and improvements |  | $ | 3,199,884 |
Development costs and construction in progress |  | 68,171 |
Land and improvements |  | 435,353 |
Real estate |  | 3,703,408 |
Loans receivable |  | 118,908 |
Investments in and advances to unconsolidated joint ventures |  | 58,636 |
Accounts receivable, net(1) |  | 9,536 |
Cash and cash equivalents |  | 30,417 |
Restricted cash |  | 1,007 |
Intangible assets(2) |  | 890,827 |
Right-of-use asset |  | 191,415 |
Other assets |  | 44,691 |
Total assets |  | $ | 5,048,845 |
LIABILITIES AND EQUITY |  |
Term loans |  | $ | 402,320 |
Senior unsecured notes |  | 1,139,760 |
Mortgage debt |  | 127,176 |
Intangible liabilities(3) |  | 149,875 |
Lease liability |  | 97,160 |
Accounts payable, accrued liabilities, and other liabilities |  | 72,864 |
Total liabilities |  | $ | 1,989,155 |
Redeemable noncontrolling interests |  | 1,536 |
Joint venture partners(4) |  | 20,109 |
Non-managing member unitholders(5) |  | 116,618 |
Total noncontrolling interests |  | $ | 136,727 |
Fair value of net assets acquired and liabilities assumed, net of noncontrolling interests |  | $ | 2,921,427 |
Goodwill |  | 47,136 |
Total purchase price |  | $ | 2,968,563 |
_______________________________________ (1)Includes $14 million of gross contractual accounts receivable. (2)The intangible assets acquired had a weighted average amortization period of 6 years (see Note 9). (3)The intangible liabilities acquired had a weighted average amortization period of 9 years (see Note 9). (4)Includes six consolidated joint ventures in which the Company holds ownership interests ranging from 56.7% to 99.7%. (5)In connection with the Merger, Physicians Partnership merged with and into DOC DR OP Sub with DOC DR OP Sub surviving as the Partnership Surviving Entity. The Company controls the Partnership Surviving Entity via its ownership of its managing member, and the Partnership Surviving Entity is consolidated by the Company. As of March 31, 2024, approximately 7 million DownREIT units of the Partnership Surviving Entity were outstanding (7 million shares of Healthpeak common stock are issuable upon conversion).
Schedule of Proforma Financial Information | The following unaudited pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
|  | Three Months Ended March 31,
|  | 2024 |  | 2023
Total revenues |  | $ | 698,702 |  |  | $ | 673,664 |
Net income (loss) applicable to common shares |  | 87,604 |  |  | (35,676) |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration