EX-25.1 9 tm255424d3_ex25-1.htm EXHIBIT 25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) ¨

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

| 95-3571558
(Jurisdiction of incorporation | (I.R.S. employer
if not a U.S. national bank) | identification no.)
333 South Hope Street |
Suite 2525 |
Los Angeles, California | 90071
(Address of principal executive offices) | (Zip code)

Healthpeak OP, LLC

(Exact name of obligor as specified in its charter)

Maryland | 92-2270343
(State or other jurisdiction of | (I.R.S. employer
incorporation or organization) | identification no.)
4600 South Syracuse Street, Suite 500 |
Denver, Colorado | 80237
(Address of principal executive offices) | (Zip code)

Healthpeak Properties, Inc.

(Exact name of registrant as specified in its charter)

Maryland | 33-0091377
(State or other jurisdiction of | (I.R.S. employer
incorporation or organization) | identification no.)
4600 South Syracuse Street, Suite 500 |
Denver, Colorado | 80237
(Address of principal executive offices) | (Zip code)

DOC DR, LLC

(Exact name of registrant as specified in its charter)

Maryland | 80-0941870
(State or other jurisdiction of | (I.R.S. employer
incorporation or organization) | identification no.)
4600 South Syracuse Street, Suite 500 |
Denver, Colorado | 80237
(Address of principal executive offices) | (Zip code)

DOC DR Holdco, LLC

(Exact name of registrant as specified in its charter)

Maryland | 46-2519850
(State or other jurisdiction of | (I.R.S. employer
incorporation or organization) | identification no.)
4600 South Syracuse Street, Suite 500 |
Denver, Colorado | 80237
(Address of principal executive offices) | (Zip code)

Debt Securities

and Guarantees of Debt Securities

(Title of the indenture securities)

| 1. | General information. Furnish the following information as to the trustee:

| (a) | Name and address of each examining or supervising authority to which it is subject.

| Name |  | Address |
| Comptroller of the Currency United States Department of the Treasury |  | Washington, DC 20219 |
| Federal Reserve Bank |  | San Francisco, CA 94105 |
| Federal Deposit Insurance Corporation |  | Washington, DC 20429 |

| (b) | Whether it is authorized to exercise corporate trust powers.

Yes.

| 2. | Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

| 16. | List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

| 3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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| 4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

| 6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee. The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 3rd day of February 2025.

| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
| By: | /s/ Ann Dolezal
|  | Name: Ann M. Dolezal
|  | Title:   Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

At the close of business September 30, 2024, published in accordance with Federal regulatory authority instructions.

| Dollar amounts
| in thousands

ASSETS

Cash and balances due from depository institutions: |  |  |
Noninterest-bearing balances and currency and coin |  |  | 26,798 |
Interest-bearing balances |  |  | 301,825 |
Securities: |  |  |  |
Held-to-maturity securities |  |  | 0 |
Available-for-sale debt securities |  |  | 525 |
Equity securities with readily determinable fair values not held for trading |  |  | 0 |
Federal funds sold and securities purchased under agreements to resell: |  |  |  |
Federal funds sold in domestic offices |  |  | 0 |
Securities purchased under agreements to resell |  |  | 0 |
Loans and lease financing receivables: |  |  |  |
Loans and leases held for sale |  |  | 0 |
Loans and leases held for investment |  |  | 0 |
LESS: Allowance for credit losses on loans and leases |  |  | 0 |
Loans and leases held for investment, net of allowance |  |  | 0 |
Trading assets |  |  | 0 |
Premises and fixed assets (including right-of-use assets) |  |  | 10,600 |
Other real estate owned |  |  | 0 |
Investments in unconsolidated subsidiaries and associated companies |  |  | 0 |
Direct and indirect investments in real estate ventures |  |  | 0 |
Intangible assets |  |  | 856,313 |
Other assets |  |  | 95,524 |
Total assets |  | $ | 1,291,585 |

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LIABILITIES

Deposits: |  |  |
In domestic offices |  |  | 1,118 |
Noninterest-bearing |  |  | 1,118 |
Interest-bearing |  |  | 0 |
Federal funds purchased and securities sold under agreements to repurchase: |  |  |  |
Federal funds purchased in domestic offices |  |  | 0 |
Securities sold under agreements to repurchase |  |  | 0 |
Trading liabilities |  |  | 0 |
Other borrowed money: |  |  |  |
(includes mortgage indebtedness and obligations under capitalized leases) |  |  | 0 |
Not applicable |  |  |  |
Not applicable |  |  |  |
Subordinated notes and debentures |  |  | 0 |
Other liabilities |  |  | 257,847 |
Total liabilities |  |  | 258,965 |
Not applicable |  |  |  |

EQUITY CAPITAL

Perpetual preferred stock and related surplus |  |  | 0 |
Common stock |  |  | 1,000 |
Surplus (exclude all surplus related to preferred stock) |  |  | 107,099 |
Not available |  |  |  |
Retained earnings |  |  | 924,518 |
Accumulated other comprehensive income |  |  | 3 |
Other equity capital components |  |  | 0 |
Not available |  |  |  |
Total bank equity capital |  |  | 1,032,620 |
Noncontrolling (minority) interests in consolidated subsidiaries |  |  | 0 |
Total equity capital |  |  | 1,032,620 |
Total liabilities and equity capital |  |  | 1,291,585 |

I, Shana Quinn, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Shana Quinn ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

| Kevin C. Weeks, President | ) |
| Cathleen Sokolowski, Managing Director | ) | Directors (Trustees)
| Jon M. Pocchia, Senior Director | ) |

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