Healthpeak Properties Inc美股招股说明书(2025-02-07版)

Healthpeak OP, LLC $500,000,0005.375% Senior Notes due 2035guaranteed byHealthpeak Properties, Inc.DOC DR, LLCDOC DR Holdco, LLC Healthpeak OP, LLC, which we refer to as the operating company, is offering $500,000,000 aggregateprincipal amount of 5.375% Senior Notes due 2035 (the “notes”). The notes will not be entitled to the benefits ofany sinking fund. Unless redeemed prior to maturity, the notes will mature on February 15, 2035. The notes will bear interest atthe rate of 5.375% per year. Interest on the notes will accrue from February 14, 2025 and will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2025. The operating company may redeem the notes, in whole or in part, at any time or from time to time at itsoption at the applicable redemption prices described in this prospectus supplement. The notes are a new issue of securities for which there is no established trading market. We do not intend toapply for a listing of the notes on any securities exchange or automated dealer quotation system. The notes will be the senior unsecured obligations of the operating company and will be equal in right ofpayment with all of its existing and future senior indebtedness. The notes will be effectively junior to all of theoperating company’s existing and future secured indebtedness to the extent of the collateral securing thatindebtedness and will be structurally subordinated to all existing and future indebtedness and other liabilities of theoperating company’s subsidiaries that do not guarantee the notes. The notes will be fully and unconditionallyguaranteed, on a joint and several basis, by Healthpeak Properties, Inc., which we refer to as the Company, andcertain of the operating company’s subsidiaries. The operating company, the Company and the other guarantorshave no material assets, liabilities or operations other than debt financing activities and their investments in non-guarantor subsidiaries. The notes will be issued only in minimum denominations of $2,000 and integral multiples of$1,000 in excess thereof. Investing in the notes involves risks. See “Risk Factors” on page S-5 of this prospectus supplement and page 2 of theaccompanying prospectus and the risk factors described in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2024, as well as the risk factors relating to our business contained in documents we file with the Securitiesand Exchange Commission that are incorporated by reference into this prospectus supplement and the accompanyingprospectus.Per Note TotaPublic Offering Price(1)99.549%$497,74Underwriting Discount0.650%$3,25 Proceeds to us (before expenses)(1) Plus accrued interest, if any, from February 14, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined that this prospectus supplement or the accompanying prospectus is accurate orcomplete. Any representation to the contrary is a criminal offense. We expect that delivery of the notes will be made to investors through the book-entry delivery system of TheDepository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and EuroclearBank SA/NV, as operator for the Euroclear System, against payment in New York, New York on or about February14, 2025. TABLE OF CONTENTS Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiINDUSTRY AND MARKET DATAS-iiiCAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTSS-ivWHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCES-viiSUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-8DESCRIPTION OF THE NOTESS-9UNDERWRITING (CONFLICTS OF INTEREST)S-22LEGAL MATTERSS-30EXPERTSS-31ProspectusABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiSUMMARY1RISK FACTORS2GUARANTOR DISCLOSURES3USE OF PROCEEDS4DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEPOSITARY SHARES9DESCRIPTION OF WARRANTS11DESCRIPTION OF DEBT SECURITIES AND GUARANTEES13CERTAIN PROVISIONS OF MARYLAND LAW AND HEALTHPEAK’S CHARTER AND2 BYLAWS3DESCRIPTION OF HEALTHPEAK OP, LLC’S OPERATING AGREEMENT29SELLING SECURITY HOLDERS36UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS37PLAN OF DISTRIBUTION63LEGAL MATTERS66EXPERTS66 You should rely only on the information contained or incorporated by reference in thisprospectus supplement, the accompanying prospectus or in any free writing prospectus relatingto this offering prepared by or on behalf of us or to which we have referred you. Neither we northe underwriters have authorized anyone to provide you with different information. Neither wenor the underwriters take responsibility for, and can provide any assurance as to the reliability of,any other information that others may give you. We are not, and the underwriters are not,making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.This document may on