Healthpeak Properties Inc美股招股说明书(2025-08-07版)

Healthpeak OP, LLC $500,000,0004.750% Senior Notes due 2033guaranteed 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 aggregate principal amount of 4.750% SeniorNotes due 2033 (the “notes”). The notes will not be entitled to the benefits of any sinking fund. Unless redeemed prior to maturity, the notes will mature on January 15, 2033. The notes will bear interest at the rate of 4.750% per year.Interest on the notes will accrue from August 14, 2025 and will be payable semi-annually in arrears on January15 and July 15 of each year,beginning on January 15, 2026. The operating company may redeem the notes, in whole or in part, at any time or from time to time at its option at the applicableredemption 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 to apply for a listing of thenotes 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 of payment with all of its existingand future senior indebtedness. The notes will be effectively junior to all of the operating company’s existing and future secured indebtednessto the extent of the collateral securing that indebtedness and will be structurally subordinated to all existing and future indebtedness and otherliabilities of the operating company’s subsidiaries that do not guarantee the notes. The notes will be fully and unconditionally guaranteed, on ajoint and several basis, by Healthpeak Properties, Inc., which we refer to as the Company, and certain of the operating company’s subsidiaries.The operating company, the Company and the other guarantors have no material assets, liabilities or operations other than debt financingactivities and their investments in non-guarantor subsidiaries. The notes will be issued only in minimum denominations of $2,000 and integralmultiples of $1,000 in excess thereof. Investing in the notes involves risks. See “Risk Factors” on pageS-5of this prospectus supplement and page2of the accompanying prospectusand the risk factors described in ourAnnual Report on Form 10-K for the fiscal year ended December31, 2024, as well as the risk factors relating toour business contained in documents we file with the Securities and Exchange Commission that are incorporated by reference into this prospectussupplement and the accompanying prospectus. Per NoteTotalPublic Offering Price99.178$495,890,000Underwriting Discount0.625$3,125,000Proceeds to us (before expenses)98.553$492,765,000(1)%%(1)% (1)Plus accrued interest, if any, from August 14, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is acriminal offense. We expect that delivery of the notes will be made to investors through the book-entry delivery system of The Depository Trust Companyfor the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator for the Euroclear System,against payment in New York, New York on or about August 14, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT 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-22SUPPLEMENTAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-30LEGAL MATTERSS-31EXPERTSS-32ProspectusABOUT 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 AND BYLAWS23DESCRIPTION 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 this prospectussupplement, the accompanying prospectus or in any free writing prospectus relating to this offering prepared byor on behalf of us or to which we have referred you. Neither we nor the underwriters have authorized anyone toprovide you with different information. Neither we nor the underwriters take responsibility for, and can provideany assurance as to the reliability of, any other information that others may give you. We are not, and theunderwriters are not, making an offer to sell these securiti