UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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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 May 18, 2021, Healthpeak Properties, Inc. (the “Company”) announced the early tender results and pricing for its previously announced tender offers (the “Tender Offers”) to purchase for cash up to an aggregate principal amount of $550,000,000 (the “Aggregate Maximum Tender Amount”) of its 3.400% Senior Notes due 2025 (the “3.400% Notes”) and its 4.000% Senior Notes due 2025 (the “4.000% Notes” and, together with the 3.400% Notes, the “Notes”). The Tender Offers are being made exclusively pursuant to an offer to purchase dated May 4, 2021, which set forth the terms and conditions of the Tender Offers.
In order to receive additional consideration for tendering early, holders of Notes must have validly tendered and not validly withdrawn their Notes at or prior to 5:00 p.m., New York City Time, on May 17, 2021 (the “Early Tender Time”). At the Early Tender Time, holders had validly tendered and not validly withdrawn approximately $268.2 million of the $600 million aggregate principal amount outstanding of the 3.400% Notes and approximately $298.2 million of the $750 million aggregate principal amount outstanding of the 4.000% Notes.
The 3.400% Notes that were validly tendered and not validly withdrawn exceeded the target allocation for such series and, when combined with the aggregate principal amount of 4.000% Notes validly tendered and not validly withdrawn, also exceeded the Aggregate Maximum Tender Amount. Accordingly, the 3.400% Notes validly tendered and not validly withdrawn will be subject to a proration rate of approximately 94% for the 3.400% Notes. The 3.400% Notes tendered by a holder will be multiplied by the applicable proration rate and then rounded down to the nearest $1,000 increment.
Since the Tender Offers for the Notes were fully subscribed as of the Early Tender Time, the Company will not accept for purchase any additional Notes tendered after the Early Tender Time.
The Tender Offers will expire at 5:00 p.m., New York City Time, on June 2, 2021, unless earlier terminated.
Copies of the press releases announcing the Tender Offers’ early tender results and pricing are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
No. | Description | |
99.1 | Press Release Announcing Early Tender Results, dated May 18, 2021 | |
99.2 | Press Release Announcing Pricing, dated May 18, 2021 | |
104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
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.
Date: May 18, 2021
Healthpeak Properties, Inc. | |||
By: |
/s/ Peter A. Scott | ||
Name: | Peter A. Scott | ||
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Healthpeak Properties Announces Early Tender Results of Tender Offers for Outstanding Notes
DENVER, May 18, 2021 /PRNewswire/ -- Healthpeak Properties, Inc. (NYSE: PEAK) (“Healthpeak”) announced today the early tender results for its previously announced tender offers (the “Tender Offers”) to purchase for cash up to an aggregate principal amount of $550,000,000 (the “Aggregate Maximum Tender Amount”) of its 3.400% Senior Notes due 2025 (the “3.400% Notes”) and its 4.000% Senior Notes due 2025 (the “4.000% Notes” and, together with the 3.400% Notes, the “Notes”).
Title of Note | CUSIP Number | Principal Amount Outstanding | Target Allocation | U.S. Treasury Reference Security | Bloomberg Reference Page | Fixed Spread | Early Tender Premium (1) | Principal Amount Tendered at Early Tender Time | Principal Amount to be Accepted | ||||||||||||||||||
3.400% Senior Notes due 2025 | 40414LAM1 | $ | 600,000,000 | $ | 250,000,000 | 0.75% UST due April 30, 2026 | FIT1 | +5 bps | $ | 30 | $ | 268,152,000 | $ | 251,806,000 | |||||||||||||
4.000% Senior Notes due 2025 | 40414LAN9 | $ | 750,000,000 | $ | 300,000,000 | 0.75% UST due April 30, 2026 | FIT1 | +5 bps | $ | 30 | $ | 298,194,000 | $ | 298,194,000 |
(1) | Per $1,000 principal amount. |
The terms and conditions of the Tender Offers are set forth in the offer to purchase, dated May 4, 2021 (as the same may be further amended or supplemented, the “Offer to Purchase”). The Tender Offers will expire at 5:00 p.m., New York City Time, on June 2, 2021, unless earlier terminated.
As of 5:00 p.m., New York City Time, on May 17, 2021 (such date and time, as it may be extended, the “Early Tender Time”), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offers, the aggregate principal amounts of each series of Notes set forth in the table above under “Principal Amount Tendered at Early Tender Time” had been validly tendered and not validly withdrawn in the Tender Offers. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on May 17, 2021.
The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for each series of Notes specified in the table above plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City Time, today, and is inclusive of the applicable Early Tender Premium (as set forth in the table above).
Healthpeak will accept for purchase all of the 4.000% Notes that have been validly tendered and not validly withdrawn and will accept for purchase $251,806,000 of the 3.400% Notes, resulting in an amount of Notes accepted for purchase equal to the Aggregate Maximum Tender Amount. Because the 3.400% Notes that have been validly tendered and not validly withdrawn exceeds the Target Allocation for such series and, when combined with the aggregate principal amount of 4.000% Notes validly tendered exceeds the Aggregate Maximum Tender Amount, the 3.400% Notes validly tendered and not validly withdrawn will be subject to a proration rate of approximately 94% for the 3.400% Notes. The 3.400% Notes tendered by a holder will be multiplied by the applicable proration rate and then rounded down to the nearest $1,000 increment. Healthpeak expects to announce the pricing of the Tender Offers later today.
Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time are eligible to receive the applicable Total Consideration for the Notes of each series accepted for purchase. Holders of each series of Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the last interest payment date up to, but excluding, the settlement date.
Since the Tender Offers for the Notes were fully subscribed as of the Early Tender Time, Healthpeak will not accept for purchase any Notes validly tendered after the Early Tender Time.
Information Relating to the Tender Offer
Mizuho Securities USA LLC and Goldman Sachs & Co. LLC are serving as the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Mizuho Securities USA LLC at (212) 205-7736 (collect) or (866) 271-7403 (toll-free) or Goldman Sachs & Co. LLC at (212) 902-6351 (collect).
None of Healthpeak or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to any of the Tender Offers, and neither Healthpeak nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes, and the Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful. The full details of the Tender Offers are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation’s website at www.gbsc-usa.com/healthpeak/ or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (866) 807-2200 (bankers and brokers can call collect at (212) 430-3774).
About Healthpeak
Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Medical Office and CCRCs. For more information regarding Healthpeak, visit www.healthpeak.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include, but are not limited to, Healthpeak’s ability to complete the Tender Offers and reduce its outstanding debt within expected time-frames or at all, and other risks and uncertainties described in the Offer to Purchase and in its Securities and Exchange Commission filings. Although Healthpeak believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, Healthpeak can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and Healthpeak undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in its expectations, except as required by law.
Contact
Andrew Johns
Vice President – Corporate Finance and Investor Relations
(720) 428-5400
Exhibit 99.2
Healthpeak Properties Announces Pricing of Tender Offers
DENVER, May 18, 2021 /PRNewswire/ -- Healthpeak Properties, Inc. (NYSE: PEAK) (“Healthpeak”) announced today the consideration payable in connection with its previously announced tender offers (the “Tender Offers”) to purchase for cash up to an aggregate principal amount of $550,000,000 (the “Aggregate Maximum Tender Amount”) of its 3.400% Senior Notes due 2025 (the “3.400% Notes”) and its 4.000% Senior Notes due 2025 (the “4.000% Notes” and, together with the 3.400% Notes, the “Notes”) as described in the table below.
Title of Note | CUSIP
Number | Principal
Amount Outstanding | Target Allocation | U.S. Treasury Reference Security | Bloomberg Reference Page | Fixed Spread | Early Tender Premium (1)(2) | Total Consideration (1)(2) | |||||||||||||||||
3.400% Senior Notes due 2025 | 40414LAM1 | $ | 600,000,000 | $ | 250,000,000 | 0.75% UST due April 30, 2026 | FIT1 | +5 bps | $ | 30 | $ | 1,085.31 | |||||||||||||
4.000% Senior Notes due 2025 | 40414LAN9 | $ | 750,000,000 | $ | 300,000,000 | 0.75% UST due April 30, 2026 | FIT1 | +5 bps | $ | 30 | $ | 1,115.70 |
(1) | Per $1,000 principal amount. |
(2) | The Total Consideration for Notes validly tendered prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as set forth in the table above) and is inclusive of the Early Tender Premium (as set forth in the table above). |
The Tender Offers were made on the terms and conditions set forth in the Offer to Purchase, dated May 4, 2021 (as the same may be further amended or supplemented, the “Offer to Purchase”). The Tender Offers will expire at 5:00 p.m., New York City Time, on June 2, 2021, unless earlier terminated.
The “Total Consideration” for each $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the Tender Offers was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for each series of Notes specified in the table above plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City Time, today.
Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City Time, on May 17, 2021 (such date and time, as it may be extended with respect to a Tender Offer, the “Early Tender Time”) are eligible to receive the applicable Total Consideration for such Notes accepted for purchase. Holders of each series of Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the last interest payment date up to, but excluding, the settlement date. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on May 17, 2021. On May 19, 2021, Healthpeak expects to pay for the Notes that were validly tendered prior to or at the Early Tender Time and that are accepted for purchase.
Healthpeak will accept for purchase all of the 4.000% Notes that have been validly tendered and not validly withdrawn and will only accept for purchase such aggregate principal amount of 3.400% Notes that, taken together with the 4.000% Notes validly tendered and not validly withdrawn, does not exceed the Aggregate Maximum Tender Amount. Because the 3.400% Notes that have been validly tendered and not validly withdrawn exceed both the Target Allocation for such series and, when combined with the aggregate principal amount of 4.000% Notes validly tendered, exceed the Aggregate Maximum Tender Amount, the 3.400% Notes validly tendered and not validly withdrawn will be subject to proration. Healthpeak will use a proration rate of approximately 94% for the 3.400% Notes. The 3.400% Notes tendered by a holder will be multiplied by such proration rate and then rounded down to the nearest $1,000 increment.
Since the Aggregate Maximum Tender Amount was fully subscribed as of the Early Tender Time, Healthpeak will not accept for purchase any Notes validly tendered after the Early Tender Time.
Information Relating to the Tender Offer
Mizuho Securities USA LLC and Goldman Sachs & Co. LLC are serving as the dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Mizuho Securities USA LLC at (212) 205-7736 (collect) or (866) 271-7403 (toll-free) or Goldman Sachs & Co. LLC at (212) 902-6351 (collect).
None of Healthpeak or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to any of the Tender Offers, and neither Healthpeak nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes, and the Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful. The full details of the Tender Offers are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation’s website at www.gbsc-usa.com/healthpeak/ or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (866) 807-2200 (bankers and brokers can call collect at (212) 430-3774).
About Healthpeak
Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Medical Office and CCRCs. For more information regarding Healthpeak, visit www.healthpeak.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties include, but are not limited to, Healthpeak’s ability to complete the Tender Offers and reduce its outstanding debt within expected time-frames or at all, and other risks and uncertainties described in the Offer to Purchase and in its Securities and Exchange Commission filings. Although Healthpeak believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, Healthpeak can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this release is as of the date of this release, and Healthpeak undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in its expectations, except as required by law.
Contact
Andrew Johns
Vice President – Corporate Finance and Investor Relations
(720) 428-5400
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Cover |
May 18, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | May 18, 2021 |
Entity File Number | 001-08895 |
Entity Registrant Name | Healthpeak Properties, Inc. |
Entity Central Index Key | 0000765880 |
Entity Tax Identification Number | 33-0091377 |
Entity Incorporation, State or Country Code | MD |
Entity Address, Address Line One | 5050 South Syracuse Street |
Entity Address, Address Line Two | Suite 800 |
Entity Address, City or Town | Denver |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 90237 |
City Area Code | 720 |
Local Phone Number | 428-5050 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, $1.00 par value |
Trading Symbol | PEAK |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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