Healthpeak seeks consents to amend three Physicians Realty notes

By Marisa Wong

Los Angeles, Feb. 12 – Healthpeak Properties, Inc. said, in connection with its previously announced agreement to merge with Physicians Realty Trust, it and direct subsidiary Healthpeak OP, LLC have begun a consent solicitation to some proposed amendments to the indentures governing three series of notes.

Healthpeak is seeking to amend the following outstanding senior notes issued by Physicians Realty LP, a consolidated subsidiary of Physicians Realty Trust:

• $400 million 4.3% senior notes due 2027 (Cusip: 71951QAA0);

• $350 million 3.95% senior notes due 2028 (Cusip: 71951QAB8); and

• $500 million 2.625% senior notes due 2031 (Cusip: 71951QAC6).

The proposed amendments would amend the following sections contained in the indentures: (i) the limitation on incurrence of total debt, limitation on incurrence of secured debt, debt service coverage test for incurrence, maintenance of unencumbered assets and insurance covenants would be conformed to the corresponding covenants in Healthpeak’s and Healthpeak OP’s existing indentures; (ii) the maintenance of properties covenant, which is not contained in Healthpeak’s and Healthpeak OP’s existing indentures, would be eliminated from the indentures; (iii) the financial reporting covenant would be amended to replace Physicians Realty LP’s reporting obligations with Healthpeak’s reporting obligations; and (iv) the events of default section would be conformed to the corresponding events of default section in Healthpeak’s and Healthpeak OP’s existing indentures.

Holders of record as of 5 p.m. ET on Feb. 9 are eligible to participate.

In order to adopt the proposed amendments to an indenture for a series of notes, consents must be received from holders of a majority in aggregate principal amount of that series.

If the required consents are obtained with respect to an indenture and Healthpeak’s merger with Physicians Realty Trust is completed, each of Healthpeak and Healthpeak OP will issue an unconditional and irrevocable guarantee of the prompt payment, when due, of any amount owed to the holders of the notes.

In addition, Healthpeak will make a consent payment equal to $1.00 for each $1,000 principal amount of notes to the holders delivered consents prior to the expiration time.

The expiration time of the consent solicitation and offers to guarantee is 5 p.m. ET on Feb. 26.

Consents may be revoked at any time at or prior to the earlier of the expiration time and the time at which the required consents have been received.

Barclays (800 438-3242 or 212 528-7581) and Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) are the solicitation agents for the consent solicitation and offers to guarantee.

Global Bondholder Services Corp. (855 654-2015 or 212 430-3774 for banks and brokers) is the information agent and tabulation agent.

The merger and the amendments to the note indentures would result in the same group of entities, consisting of Healthpeak, Healthpeak OP and the successors of Physicians Realty LP and Physicians Realty Trust, becoming an obligor, either as an issuer or as a guarantor, with respect to each of the three series of senior notes, the successor of Physicians Realty LP’s term loan and Healthpeak OP’s senior notes, revolving credit facility, term loan facilities and commercial paper program, such that all such debt will rank pari passu in right of payment with no structural subordination.

Healthpeak is a Denver-based integrated real estate investment trust that owns, operates and develops high-quality real estate for healthcare discovery and delivery.

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