UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WAshington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On July 30, 2020, Healthpeak Properties, Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to the prospectus dated May 31, 2018 included in the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-225318). The Prospectus Supplement relates to the possible issuance of up to 926,055 shares of the Company’s common stock, from time to time, to the holders of units representing non-managing membership interests in SH DR California IV, LLC (the “Units”), in connection with a redemption of the Units.
Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of SH DR California IV, LLC, dated as of July 18, 2019 (the “LLC Agreement”), the holders of the Units may not exercise their redemption rights until one year after the date of issuance of the Units. Registration of the issuance of shares of the Company’s common stock as provided in the Prospectus Supplement does not necessarily mean that any of the holders of the Units will exercise their redemption rights with respect to the Units or that SH DR California IV, LLC will elect, in its sole discretion, to issue shares of the Company’s common stock to satisfy its redemption obligation instead of paying a cash amount.
In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Ballard Spahr LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K, and an opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, regarding certain tax matters, which opinion is attached as Exhibit 8.1 to this Current Report on Form 8-K.
The Company has also filed a copy of the LLC Agreement, which agreement is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are being filed herewith: |
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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: July 30, 2020
| Healthpeak Properties, Inc. | ||
| By: | /s/ Troy E. McHenry | |
| Troy E. McHenry | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||
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