DOC 8-K
Healthpeak Properties, Inc. (DOC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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(I.R.S. Employer |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On March 14, 2024, Healthpeak Properties, Inc., a Maryland corporation (the “Company”), filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-276954) covering the resale of up to 6,546,873 shares of the Company’s common stock, par value $1.00 per share, that may be issuable upon exchange of 6,546,913.828 non-managing member units of DOC DR, LLC (the “Prospectus Supplement”) pursuant to redemption rights set forth in that certain Operating Agreement of DOC DR, LLC, dated as of March 1, 2024, as may be amended from time to time.
The Company is filing this Current Report on Form 8-K to provide a legal opinion of its counsel, Ballard Spahr LLP, regarding the legality of the securities covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
| No. | Description | |
| 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 |
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: March 14, 2024
| Healthpeak Properties, Inc. | ||
| By: | /s/ Peter A. Scott | |
| Peter A. Scott | ||
| Chief Financial Officer | ||
Exhibit 5.1
March 14, 2024
Healthpeak Properties, Inc.
4600 South Syracuse Street
Suite 500
Denver, Colorado 80237
| Re: | Healthpeak Properties, Inc., a Maryland corporation (the "Company") |
Ladies and Gentlemen:
We have acted as Maryland corporate counsel to the Company in connection with the registration of 6,546,873 shares (the "Shares") of common stock of the Company, par value one dollar ($1.00) per share ("Common Stock"), to be issued to one or more holders (the "Unit Holders") of units representing non-managing membership interests (the "Units") in DOC DR, LLC, a Maryland limited liability company (the "LLC"), in exchange for such Units upon redemption thereof, under the Securities Act of 1933, as amended (the "Act"), by the Company under the Registration Statement on Form S-3 (File Nos. 333-276954 and 333-276954-01) filed with the Securities and Exchange Commission (the "Commission") on February 8, 2024 (the "Registration Statement"). You have requested our opinion with respect to the matters set forth below.
In our capacity as Maryland corporate counsel to the Company and for the purposes of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"):
| (i) | the corporate charter of the Company (the "Charter"), consisting of Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland (the "Department") on December 13, 2022, Articles of Amendment and Restatement filed with the Department on February 9, 2023, Articles of Amendment filed with the Department on February 9, 2023 and Articles of Amendment filed with the Department on February 29, 2024; |
| (ii) | the Amended and Restated Bylaws of the Company, dated as of February 10, 2023, as amended (the "Bylaws"); |
| (iii) | certain resolutions adopted by the Board of Directors of the Company (the "Directors' Resolutions"); |
| (iv) | the Amended and Restated Operating Agreement of the LLC, dated as of March 1, 2024 (the "Operating Agreement"); |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
March 14, 2024
Page 2
| (v) | a certificate of one or more officers of the Company, dated as of a recent date (the "Officer's Certificate"), to the effect that, among other things, the Charter, the Bylaws, the Directors' Resolutions and the Operating Agreement are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officer's Certificate; |
| (vi) | the Registration Statement and the related form of prospectus supplement relating to the Shares (the "Prospectus Supplement"), in substantially the form filed or to be filed with the Commission pursuant to the Act; |
| (vii) | a status certificate of the Department, dated as of a recent date, to the effect that the Company is duly incorporated and existing under the laws of the State of Maryland; and |
| (viii) | such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below. |
In reaching the opinions set forth below, we have assumed the following:
| (a) | each person executing any instrument, document or agreement on behalf of any party (other than the Company) is duly authorized to do so; |
| (b) | each natural person executing any instrument, document or agreement is legally competent to do so; |
| (c) | any of the Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such documents as executed and delivered; any of the Documents submitted to us as certified or photostatic copies conform to the original documents; all signatures on all of the Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; there has been no modification of, or amendment to, any of the Documents, and there has been no waiver of any provision of any of the Documents by action or omission of the parties or otherwise; |
| (d) | all certificates submitted to us, including but not limited to the Officer's Certificate, are true, correct and complete both when made and as of the date hereof; |
| (e) | upon the issuance of any of the Shares subsequent to the date hereof, the total number of shares of Common Stock of the Company issued and outstanding on the date subsequent to the date hereof on which such Shares are issued will not exceed the total number of shares of Common Stock that the Company is authorized to issue under the Charter; |
BALLARD SPAHR LLP
Healthpeak Properties, Inc.
March 14, 2024
Page 3
| (f) | none of the Shares will be issued or transferred in violation of the provisions of Article V of the Charter relating to restrictions on ownership and transfer of stock or the provisions of Article V of the Charter relating to business combinations; and |
| (g) | none of the Shares will be issued and sold to an Interested Stockholder of the Company or an Affiliate thereof, all as defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the "MGCL"), in violation of Section 3-602 of the MGCL. |
Based on the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:
| 1. | The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland. |
| 2. | The Shares have been duly authorized for issuance by all necessary corporate action on the part of the Company, and if, as and when such Shares are issued and delivered by the Company to the applicable Unit Holders in exchange for Units of the LLC upon redemption thereof, upon and subject to the terms and conditions set forth in the Operating Agreement and the Directors' Resolutions, such Shares will be duly authorized, validly issued, fully paid and non-assessable. |
The foregoing opinion is limited to the substantive laws of the State of Maryland, and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the law of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
This opinion letter is issued as of the date hereof and is necessarily limited to laws now in effect and facts and circumstances presently existing and brought to our attention. We assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof, or if we become aware of any facts or circumstances that now exist or that occur or arise in the future and may change the opinions expressed herein after the date hereof.
We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares, which is incorporated by reference in the Registration Statement, and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Shares. We also consent to the identification of our firm in the section of the Prospectus Supplement entitled "Legal Matters". In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.
| Very truly yours, | |
| /s/ Ballard Spahr LLP |