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
Issuer |
Debt Security Description |
CUSIP No. |
Aggregate Principal Amount |
Consent Payment |
|
4.300% Senior Notes due 2027 |
71951Q AA0 |
|
|
|
3.950% Senior Notes due 2028 |
71951Q AB8 |
|
|
|
2.625% Senior Notes due 2031 |
71951Q AC6 |
|
|
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,
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
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
This press release is for informational purposes only and is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitation and offers to guarantee were made solely pursuant to an effective shelf registration statement and prospectus and the above-described Consent Solicitation/Prospectus Supplement dated
The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
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Forward-Looking Statements
Statements contained in this release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, densifications, joint venture transactions, leasing activity and commitments, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the issuance of the guarantee and any payment on the DOC Notes; and (iii) the amendments to the Indentures. Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: risks associated with the ability to consummate the proposed merger with
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Senior Vice President – Investor Relations
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