8-K

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): August 19, 2014

PHYSICIANS REALTY TRUST

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 001-36007
(Commission File Number) 46-2519850
(I.R.S. Employer Identification No.)

735 N. Water Street, Suite 1000
Milwaukee, Wisconsin
(Address of principal executive offices) 53202
(Zip Code)

Registrant’s telephone number, including area code: (414) 978-6494

Not Applicable

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

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:

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

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

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

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

Item 8.01. Other Events.

As previously reported in Physicians Realty Trust’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2014, Physicians Realty L.P. (the “operating partnership”) and the Company entered into the First Amendment to Shared Services Agreement, dated July 31, 2014 (the “First Amendment”), with B.C. Ziegler and Company (“Ziegler”), which amended certain terms of that certain Shared Services Agreement dated July 24, 2013 (the “Agreement”) among Ziegler, the Company and the operating partnership.  The Company was formed from four healthcare real estate funds managed by Ziegler and Ziegler, together with funds managed by Ziegler, owns approximately 10% of the common units of the operating partnership.

Among other things, the First Amendment reduced the shared services to be provided by Ziegler, the term of the Agreement, and the monthly fee to be paid by the Company for the remainder of the term.  In consideration of these changes, the Company is obligated to make a one-time payment to Ziegler in the amount of $1,800,000 (the “Amendment Payment”), which may be paid in cash or in unrestricted common shares of the Company as determined by the Company in its sole discretion.

On August 19, 2014, the Company’s shelf registration statement on Form S-3 (File No. 333-197842) was declared effective by the SEC (the “Shelf Registration Statement”) and the Company made the Amendment Payment by issuing 124,913 common shares of beneficial interest, $0.01 par value per share (the “Shares”), to Ziegler. The Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Shelf Registration Statement, and are being offered by the Company pursuant to a prospectus dated August 19, 2014, as supplemented by a prospectus supplement dated August 19, 2014, filed with the SEC pursuant to Rule 424(b) of the Securities Act.

In connection with the offering of the Shares, the Company is filing as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K opinions of Venable LLP, its Maryland counsel, and Baker & McKenzie LLP, its tax counsel, respectively.

Item 9.01. Financial Statement and Exhibits.

(d)  Exhibits

5.1Opinion of Venable LLP

8.1Opinion of Baker & McKenzie LLP with respect to tax matters

23.1Consent of Venable LLP (included in Exhibit 5.1 above)

23.2Consent of Baker & McKenzie LLP (included in Exhibit 8.1)

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SIGNATURES

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.

Date: August 19, 2014	PHYSICIANS REALTY TRUST
	By:	/s/ John T. Thomas
		John T. Thomas
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Venable LLP
8.1	Opinion of Baker & McKenzie LLP with respect to tax matters
23.1	Consent of Venable LLP (included in Exhibit 5.1 above)
23.2	Consent of Baker & McKenzie LLP (included in Exhibit 8.1)

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EX-5.1

Exhibit 5.1

August 19, 2014

Physicians Realty Trust

250 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Re:  Registration Statement on Form S-3 (File No. 333-197842)

Ladies and Gentlemen:

We have served as Maryland counsel to Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of common shares (the “Shares”) of beneficial interest, $0.01 par value per share (the “Common Shares”), in the Company having an aggregate value of up to $1,800,000.  The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).  The Shares are issuable by the Company pursuant to the First Amendment (as defined below).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.The Registration Statement and the related form of prospectus included therein and supplement thereto, substantially in the form in which they were transmitted to the Commission under the 1933 Act;

2.The declaration of trust of the Company (the “Declaration”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3.The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.Resolutions adopted by the Board of Trustees (the “Board”) of the Company, or by a duly authorized committee of the Board, relating to, among other matters, the

authorization of the issuance of the Shares (the “Board Resolutions”), certified as of the date hereof by an officer of the Company;

6.The First Amendment to Shared Services Agreement, dated July 31, 2014, with an effective date of July 24, 2014 (the “First Amendment”), amending the Shared Services Agreement, dated July 24, 2013, between B.C. Ziegler and Company, a Wisconsin corporation, the Company and Physicians Realty L.P., a Delaware limited partnership;

7.A certificate executed by an officer of the Company, dated as of the date hereof; and

8.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

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5.The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Declaration.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.The issuance of the Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Board Resolutions, the Declaration, the First Amendment and the Registration Statement against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law.  We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”).  We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

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EX-8.1

Exhibit 8.1

	Baker & McKenzie LLP
	300 East Randolph Street, Suite 5000
	Chicago, IL 60601
	United States
	Tel: +1 312 861 8000
	Fax: +1 312 861 2899
	www.bakermckenzie.com

Asia Pacific	Europe, Middle East & Africa	Latin America	North America
Bangkok	Abu Dhabi	Bogota	Chicago
Beijing	Almaty	Brasilia*	Dallas
Hanoi	Amsterdam	Buenos Aires	Houston
Ho Chi Minh City	Antwerp	Caracas	Miami
Hong Kong	Bahrain	Guadalajara	New York
Jakarta*	Baku	Juarez	Palo Alto
Kuala Lumpur*	Barcelona	Mexico City	San Francisco
Manila*	Berlin	Monterrey	Toronto
Melbourne	Brussels	Porto Alegre*	Washington, DC
Shanghai	Budapest	Rio de Janeiro*
Singapore	Cairo	Santiago
Sydney	Casablanca	Sao Paulo*
Taipei	Doha	Tijuana
Tokyo	Dusseldorf	Valencia
	Frankfurt/Main Geneva
	Istanbul
	Johannesburg
	Kyiv
	London
	Luxembourg
	Madrid
	Milan
	Moscow
	Munich
	Paris
	Prague
	Riyadh
	Rome
	St. Petersburg
	Stockholm
	Vienna
	Warsaw
	Zurich

* Associated Firm

August 19, 2014

Physicians Realty Trust

735 N. Water Street

Suite 1000

Milwaukee, WI 53202

RE:Physicians Realty Trust
Qualification as Real Estate Investment Trust

Ladies and Gentlemen:

We have acted as U.S. federal income tax counsel for Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with the issuance and sale of up to 124,913 of the Company’s common shares, par value of $0.01 per share (the “Offering”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-197842), as amended through the date hereof (the “Registration Statement”), that was filed on behalf of the Company with the Securities and Exchange Commission (the “SEC”).  You have requested our opinion regarding certain U.S. federal income tax matters.

In connection with the opinions rendered below, we have examined the following:

1)the Company’s Declaration of Trust;

2)the Company’s Bylaws;

3)the Registration Statement;

4)the prospectus dated August 19, 2014 relating to the offering of common shares of the Company that forms a part of and is included in the Registration Statement (the “Base Prospectus”) as supplemented by the prospectus supplement dated August 19, 2014 relating to the issuance and sale of up to 124,913 of the Company’s common shares (the “Prospectus Supplement,” and the Base Prospectus together with the Prospectus Supplement, the “Prospectus”); and

5)such other documents as we have deemed necessary or appropriate for purposes of this opinion.

In connection with the opinions rendered below, we have assumed generally that:

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

1)Each of the documents referred to above has been duly authorized, executed and delivered; is authentic, if an original, or is accurate, if a copy; and has not been amended.

2)During the Company’s fiscal year ended December 31, 2013 and subsequent fiscal years, the Company, the partnerships and the corporations in which the Company owns an interest (respectively, the “Partnerships” and “Corporations”) have operated and will continue to operate in such a manner that makes and will continue to make the factual representations contained in a certificate, dated as of the date hereof and executed by a duly appointed officer of the Company (the “Officer’s Certificate”), true for such years.

3)No amendments to the organizational documents of the Company, the Partnerships and the Corporations will be made after the date of this opinion that would affect the Company’s qualification as a real estate investment trust (a “REIT”) for any taxable year.

4)No action will be taken by the Company, the Partnerships or the Corporations after the date hereof that would have the effect of altering the facts upon which the opinions set forth below are based.

In connection with the opinions rendered below, we also have relied upon the correctness of the factual representations contained in the Officer’s Certificate.  After reasonable inquiry, we are not aware of any facts inconsistent with the factual representations set forth in the Officer’s Certificate.

Based on the documents and assumptions set forth above, the representations set forth in the Officer’s Certificate, the factual matters in the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations” (which discussion is incorporated herein by reference), we are of the opinion that:

a)the Company qualified to be taxed as a REIT pursuant to sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for its fiscal year ended December 31, 2013, and the Company’s organization and current method of operation will enable it to continue to qualify to be taxed as a REIT for its current fiscal year ending December 31, 2014 and in the future;

b)the statements contained in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” insofar as such statements

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constitute matters of law, summaries of legal matters, or legal conclusions, have been reviewed by us and fairly present and summarize, in all material respects, the matters referred to therein.

We will not review on a continuing basis the Company’s compliance with the documents or assumptions set forth above, or the representations set forth in the Officer’s Certificate.  Accordingly, no assurance can be given that the actual results of the Company’s operations for its fiscal year ending December 31, 2014, and subsequent fiscal years will satisfy the requirements for qualification and taxation as a REIT.

We also note that the tax consequences addressed herein depend upon the actual occurrence of events in the future, which events may or may not be consistent with any representations or covenants made to us for purposes of this opinion.  In particular, the qualification and taxation of the Company as a REIT for U.S. federal income tax purposes depend upon the Company’s ability to meet on a continuing basis certain distribution levels, diversity of stock ownership, and the various qualification tests imposed by the Code.  To the extent that the facts differ from those represented to or assumed by us herein, our opinion should not be relied upon.

Our opinion is based on existing law as contained in the Code, final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service (the “IRS”) and court decisions as of the date hereof.  The provisions of the Code and the Treasury Regulations, IRS administrative pronouncements and case law upon which this opinion is based could change at any time, possibly with retroactive effect.  In addition, some of the issues under existing law that could significantly affect our opinion have not yet been authoritatively addressed by the IRS or the courts, and our opinion is not binding on the IRS or the courts.  Hence, there can be no assurance that the IRS will not challenge, or that the courts will agree, with our conclusions.

We have acted as U.S. federal income tax counsel to the Company with respect to the Offering.  The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality.  We have also not considered any non-tax matters.  We undertake no obligation to update the opinions expressed herein after the date of this letter.

This opinion is furnished to you solely for use in connection with the Registration

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Statement and the Prospectus.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  We also consent to the reference to our firm name in the Prospectus under the captions “Material U.S. Federal Income Tax Considerations” and “Legal Matters.”  In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder, nor do we hereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Baker & McKenzie LLP

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