UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On March 1, 2024, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other events and pursuant to Items 1.01, 2.01, 2.03, 5.02, 5.03, 7.01, 8.01 and 9.01 of Form 8-K, the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2023 (the “Merger Agreement”), by and among Healthpeak, DOC DR Holdco, LLC, a Maryland limited liability company and a wholly owned subsidiary of Healthpeak (“DOC DR Holdco”), DOC DR, LLC, a Maryland limited liability company and a wholly owned subsidiary of Healthpeak OP (as defined below) (“DOC DR OP Sub”), Physicians Realty Trust, a Maryland real estate investment trust (“Physicians Realty Trust”), and Physicians Realty L.P., a Delaware limited partnership (“Physicians Partnership”). Pursuant to the Merger Agreement, on March 1, 2024, upon the terms and subject to the conditions set forth in the Merger Agreement, among other things: (a) Physicians Realty Trust merged with and into DOC DR Holdco (the “Company Merger”), with DOC DR Holdco surviving as a wholly owned subsidiary of Healthpeak (the “Company Surviving Entity”); (b) immediately following the effectiveness of the Company Merger, Healthpeak contributed to Healthpeak OP, LLC, a Maryland limited liability company (“Healthpeak OP”), all of the outstanding equity interests in the Company Surviving Entity (the “Contribution”); and (c) immediately following the Contribution, Physicians Partnership merged with and into DOC DR OP Sub (together with the Company Merger, the “Merger”), with DOC DR OP Sub surviving as a subsidiary of Healthpeak OP.
This Current Report on Form 8-K/A amends the Original Form 8-K to include updated Item 9.01(b) pro forma financial information, which Healthpeak indicated would be provided no later than 71 days from the date on which the Original Form 8-K was required to be filed.
Item 9.01 of the Original Form 8-K is hereby amended to include the required pro forma financial information. The Original Form 8-K otherwise remains unchanged.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements and Exhibits.
The audited consolidated balance sheets of Physicians Realty Trust as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules required by Item 9.01(a) were previously filed with the SEC by Healthpeak on Form 8-K (File No. 001-08895), filed February 22, 2024, and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 and the year ended December 31, 2023, giving effect to the Merger, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein.
| (d) | Exhibits. |
The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.
| Exhibit No | Description | |
| 99.1 | Unaudited pro forma condensed combined financial information of Healthpeak Properties, Inc. for the three months ended March 31, 2024 and the year ended December 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 13, 2024 | HEALTHPEAK PROPERTIES, INC. | |
| By: | /s/ Peter A. Scott | |
| Peter A. Scott | ||
| Chief Financial Officer | ||