UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On March 11, 2024, Healthpeak Properties, Inc., a Maryland corporation (the “Company”), and Healthpeak OP, LLC, a Maryland limited liability company (the “operating company”), entered into an amendment (the “Amendment”) to the “at-the market” equity offering sales agreement (the “Sales Agreement”) with each of J.P. Morgan Securities LLC, Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agent and principal (except in the case of Nomura Securities International, Inc.) and forward seller (except in the case of BTIG, LLC and Capital One Securities, Inc.), from time to time (in such capacity, each an “Agent” and, collectively, the “Agents”) in each case as described below, and the Forward Purchasers (as defined below), relating to (i) the issuance and sale by the Company to or through the Sales Agents, from time to time, of shares (the “Issuance Shares”) of the Company’s common stock, par value $1.00 per share (“Common Stock”), and (ii) the sale by the Forward Sellers, as agents on behalf of the Forward Purchasers, of Common Stock (together with the Issuance Shares, the “Securities”). We refer to these entities, when acting in their capacity as sales agents for the Company, individually as a “Sales Agent” and collectively as the “Sales Agents,” when acting in their capacity as counterparties to forward sale agreements, individually as a “Forward Purchaser” and collectively as the “Forward Purchasers,” and when acting in their capacity as agents for the Forward Purchasers, individually as a “Forward Seller” and collectively as the “Forward Sellers.”
The purpose of the Amendment was to contemplate the sales of the remaining shares of Common Stock pursuant to the Sales Agreement pursuant to the Company’s new Registration Statement on Form S-3 (Registration Nos. 333-276954 and 333-276954-01) filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2024. Pursuant to the Sales Agreement, shares of the Common Stock having an aggregate gross sales price of up to $1,500,000,000 may be offered and sold from time to time. No shares of the Company’s common stock have been offered and sold under the Sales Agreement as of the date hereof, therefore shares of the Company’s Common Stock having an aggregate gross sales price of up to $1,500,000,000 are available for offer and sale under the Sales Agreement. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Amendment, the Company filed with the SEC a prospectus supplement (the “ATM Prospectus Supplement”), dated March 11, 2024, to its shelf registration statement on Form S-3 (Registration Nos. 333-276954 and 333-276954 -01), which was filed with the SEC and became effective on February 8, 2024, pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Ballard Spahr LLP, regarding the legality of the Securities to be issued by the Company and covered by the ATM Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| No. | Description | ||
| 1.1 | Amendment No. 1 to At-the-Market Equity Offering Sales Agreement, dated March 11, 2024, among the Company, the operating company, the Sales Agents, the Forward Sellers and the Forward Purchasers | ||
| 5.1 | Opinion of Ballard Spahr LLP | ||
| 23.1 | Consent of Ballard Spahr LLP (included in Exhibit 5.1) | ||
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL | ||
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. | ||
| By: | /s/ Peter A. Scott | |
| Name: | Peter A. Scott | |
| Title: | Chief Financial Officer | |
| Date: March 11, 2024 | ||