HEALTHPEAK PROPERTIES, INC. (Form: 8-K, Received: 11/04/2019 17:28:38)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2019

Healthpeak Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

001-08895

33-0091377

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1920 Main Street, Suite 1200

Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

(949) 407-0700

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	HCP	The New York Stock Exchange

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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 November 4, 2019, Healthpeak Properties, Inc. (the “Company”) announced its intention to commence a public offering of an aggregate of 15,000,000 shares of its common stock on a forward basis, with an option for the underwriter to purchase from the forward purchaser or its affiliate, up to an additional 2,250,000 shares.

A copy of the press release issued by the Company on November 4, 2019 announcing the offering of the common stock is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

This report is neither an offer to purchase nor a solicitation of an offer to sell any securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release of Healthpeak Properties, Inc., dated November 4, 2019, relating to the offering of common stock.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	HEALTHPEAK PROPERTIES, INC.
	(Registrant)


Date: November 4, 2019	By:	/s/ Troy E. McHenry
	Name:	Troy E. McHenry
	Title:	Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary

Exhibit 99.1

Healthpeak^TM Announces Public Offering of Common Stock on a Forward Basis

IRVINE, Calif., November 4, 2019 /PRNewswire/ -- Healthpeak Properties, Inc. (NYSE: HCP, to become "PEAK" effective November 5, 2019) (“Healthpeak”) announced today that it has commenced a public offering of an aggregate of 15,000,000 shares of its common stock in connection with the forward sale agreement described below. The underwriters are expected to be granted a 30-day option to purchase up to an additional 2,250,000 shares of Healthpeak’s common stock.

BofA Securities and Morgan Stanley are acting as joint book-runners for this offering.

Healthpeak expects to enter into a forward sale agreement with an affiliate of BofA Securities (the “forward purchaser”). The forward purchaser (or its affiliate) is expected to borrow from third parties, and sell to the underwriters, the 15,000,000 shares of Healthpeak’s common stock (or an aggregate of 17,250,000 shares if the underwriters exercise their option to purchase additional shares in full) in the offering.

Healthpeak has agreed to issue and deliver, upon physical settlement of such forward sale agreement on one or more dates specified by Healthpeak within 12 months of entry into the forward sale agreement, up to 15,000,000 shares of Healthpeak’s common stock (or an aggregate of 17,250,000 shares if the underwriters exercise their option to purchase additional shares in full) to the forward purchaser. In exchange for the shares, Healthpeak will receive cash proceeds per share equal to the applicable forward sale price per share, subject to certain adjustments as provided in the forward sale agreement.

Healthpeak intends to use the net proceeds, if any, received upon settlement of the forward sale agreement to fund potential acquisitions, developments, redevelopments and other investment opportunities. We may also use the net proceeds for general corporate purposes, including to repay indebtedness.

This offering is being made pursuant to an effective shelf registration statement and prospectus and a related preliminary prospectus supplement filed by Healthpeak with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Copies of the prospectus supplement and related prospectuses for this offering can be obtained from BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@baml.com, or from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

About Healthpeak Properties

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, Senior Housing and Medical Office, designed to provide stability through the inevitable industry cycles. At Healthpeak, we pair our deep understanding of the healthcare real estate market with a strong vision for long-term growth. Healthpeak's common stock is expected to begin trading under its new name and ticker symbol "PEAK" on the New York Stock Exchange on November 5, 2019.

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,” “will,” “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 include, but are not limited to the risk that we may not complete any potential acquisition, disposition or other investment activities in a timely fashion or at all, the risk we may not complete this offering in a timely fashion or at all, and those risks and uncertainties associated with Healthpeak’s business described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and its subsequent filings with the Securities and Exchange Commission. 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

Barbat Rodgers

Senior Director – Investor Relations

(949) 407-0400