8-K
filed March 1, 2024, 6:59 PM ET
CIK 0001574540
M&A
confidence high
sentiment neutral
materiality 0.90
Physicians Realty Trust: M&A transaction — Healthpeak completes merger with Physicians Realty Trust; DOC shares converted at 0.674 ratio
Physicians Realty Trust
- Each outstanding DOC common share converted into 0.674 shares of Healthpeak common stock (PEAK).
- Healthpeak assumes DOC's $1.25B senior notes (4.300% 2027, 3.950% 2028, 2.625% 2031) and guarantees them.
- DOC's $1B revolving credit facility terminated and repaid; $135M and $75M private notes prepaid before closing.
- All DOC trustees and officers resigned; severance payments made to named executives.
- DOC shares delisted from NYSE; Healthpeak to trade under symbol 'DOC' starting March 4, 2024.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.98
Physicians Realty Trust completed an acquisition involving Healthpeak Properties, Inc. for 0.674 shares of Healthpeak common stock per Physicians Realty Trust common share (closed 2024-03-01).
- Action
- acquisition
- Counterparty
- Healthpeak Properties, Inc.
- Consideration
- 0.674 shares of Healthpeak common stock per Physicians Realty Trust common share
- Closing
- 2024-03-01
Exact text from the filing
Common Shares ”) (other than Physicians Realty Trust Common Shares to be canceled in accordance with the Merger Agreement), automatically converted into the right to receive 0.674 (the “ Exchange Ratio ”) validly issued, fully paid and non-assessable shares of Healthpeak common stock, par value $1.00 per share (“ Healthpeak Common Stock ”) (the “ Merger
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Physicians Realty Trust entered into DOC Credit Agreement (Consent and Third Amendment to Third Amended and Restated Credit Agreement) with Healthpeak, Healthpeak OP, DOC DR Holdco, DOC DR OP Sub, KeyBank National Association valued at Amendment, assumption, joinder, and repayment/termination of revolving facility (effective 2024-02-28).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Healthpeak, Healthpeak OP, DOC DR Holdco, DOC DR OP Sub, KeyBank National Association
- Value
- Amendment, assumption, joinder, and repayment/termination of revolving facility
- Effective
- 2024-02-28
Exact text from the filing
On the Closing Date, upon consummation of the Mergers, Healthpeak, Healthpeak OP, DOC DR Holdco and DOC DR OP Sub executed the Consent and Third Amendment (the “ DOC Amendment ”) to that certain Third Amended and Restated Credit Agreement, dated as of September 24, 2021, by and among Physicians Partnership, as borrower, Physicians Realty Trust, as guarantor, the lenders party thereto and KeyBank National Association, as administrative agent
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Physicians Realty Trust terminated January 2016 Note Purchase Agreement and August 2016 Note Purchase Agreement with Physicians Realty Trust, Physicians Partnership, purchasers valued at Prepayment of $135M January 2016 Notes and $75M August 2016 Notes at 100% principal plus accrued int (effective 2024-02-28).
- Action
- termination
- Agreement
- notes offering
- Counterparty
- Physicians Realty Trust, Physicians Partnership, purchasers
- Value
- Prepayment of $135M January 2016 Notes and $75M August 2016 Notes at 100% principal plus accrued int
- Effective
- 2024-02-28
Exact text from the filing
Physicians Partnership prepaid (i) $135 million in aggregate principal amount of its senior notes due January 7, 2026, January 7, 2028 and January 7, 2031, respectively (the “ January 2016 Notes ”), constituting all of the January 2016 Notes issued and outstanding pursuant to that certain Note Purchase and Guarantee Agreement, dated as of January 7, 2016, among Physicians Realty Trust, Physicians Partnership and the purchasers party thereto
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Physicians Realty Trust entered into Supplemental Indenture to Senior Indenture (DOC Notes) with DOC DR Holdco, DOC DR OP Sub, Healthpeak, Healthpeak OP, U.S. Bank Trust Company valued at Assumption of obligations regarding $400M 4.300% Senior Notes due 2027, $350M 3.950% Senior Notes du (effective 2024-02-28).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- DOC DR Holdco, DOC DR OP Sub, Healthpeak, Healthpeak OP, U.S. Bank Trust Company
- Value
- Assumption of obligations regarding $400M 4.300% Senior Notes due 2027, $350M 3.950% Senior Notes du
- Effective
- 2024-02-28
Exact text from the filing
DOC DR Holdco (as successor to Physicians Realty Trust), DOC DR OP Sub (as successor to Physicians Partnership), Healthpeak, Healthpeak OP and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, entered into a fourth supplemental indenture (the “ Supplemental Indenture ”) to the Senior Indenture, dated as of March 7, 2017
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Physicians Realty Trust terminated DOC Revolving Facility under Existing DOC Credit Agreement with KeyBank National Association, lenders valued at All outstanding amounts repaid, commitments reduced to zero and permanently terminated (effective 2024-02-28).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- KeyBank National Association, lenders
- Value
- All outstanding amounts repaid, commitments reduced to zero and permanently terminated
- Effective
- 2024-02-28
Exact text from the filing
all outstanding amounts under the revolving credit facility under the Existing DOC Credit Agreement (the “ DOC Revolving Facility ”) were repaid in full and all commitments of lenders in connection with the DOC Revolving Facility were reduced to zero and permanently terminated
View on SEC.gov
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