HEALTHPEAK PROPERTIES, INC. (DOC): M&A transaction — Healthpeak completes UPREIT reorganization; shareholders receive same shares in new holding company

HEALTHPEAK PROPERTIES, INC.

Effective Feb 10, 2023, Old Healthpeak merged into New Healthpeak; shares converted 1:1 with no exchange of certificates.
New Healthpeak continues as public company on NYSE under symbol PEAK with same CUSIP; no change in trading.
Board of directors, management, business, and assets unchanged; operations now conducted through Healthpeak OP LLC.
Old Healthpeak converted to Maryland LLC (Healthpeak OP); New Healthpeak holds 100% interest in Healthpeak OP.
No stockholder vote required; no dissenters' rights; all existing debt and credit facilities remain unchanged.

item 1.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.4

HEALTHPEAK PROPERTIES, INC. reported a fiscal year change.

Change: fiscal year change

Exact text from the filing

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under and/or incorporated by reference into Items 3.01 and 8.01 is incorporated hereunder by reference.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

HEALTHPEAK PROPERTIES, INC. underwent a change of control involving New Healthpeak, Inc. (Holdco) for share-for-share basis (closed 2023-02-10).

Action: change of control
Counterparty: New Healthpeak, Inc. (Holdco)
Consideration: share-for-share basis
Closing: 2023-02-10

Exact text from the filing

Merger Sub merged with and into Old Healthpeak, with Old Healthpeak continuing as the surviving corporation and a wholly owned subsidiary of New Healthpeak

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HEALTHPEAK PROPERTIES, INC. entered into LLC Agreement with Healthpeak OP (effective 2023-02-10).

Action: entry
Counterparty: Healthpeak OP
Effective: 2023-02-10

Exact text from the filing

At the effective time of the LLC Conversion, New Healthpeak and Healthpeak OP entered into the Operating Agreement of Healthpeak OP, LLC (the “ LLC Agreement ”).

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HEALTHPEAK PROPERTIES, INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-018524

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