Healthpeak Properties, Inc. (NYSE:PEAK) entered into a definitive agreement to acquire Physicians Realty Trust (NYSE:DOC) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., State Street Corporation (NYSE:STT) and others for $2.7 billion in a merger of equals transaction on October 29, 2023. Under the terms of the agreement, each Physicians Realty Trust common share will be converted into 0.674 of a newly issued Healthpeak common share. Pro forma for the transaction, Healthpeak and Physicians Realty Trust shareholders will own approximately 77% and 23% of the combined company, respectively. Upon completion of the merger, the combined company will operate with the Healthpeak Properties, Inc. name and is expected to trade under the ticker symbol ?DOC? on the New York Stock Exchange. The headquarters of the combined company will be in Denver and it will maintain other existing offices. The combined company will be led by Scott Brinker, President and Chief Executive Officer of Healthpeak, as President and Chief Executive Officer, Peter Scott, Chief Financial Officer of Healthpeak, as Chief Financial Officer, and John T. Thomas, President and Chief Executive Officer of Physicians Realty Trust, as Vice Chair of the Board who will have an active role in strategy, relationships, and business development. The board of directors of the combined company will be comprised of eight existing Healthpeak directors and five existing Physicians Realty Trust directors, including John Thomas and Governor Tommy G. Thompson. The board will be led by Katherine Sandstrom, who is Healthpeak?s current Board Chair. In case of termination, Physicians Realty Trust may be obligated to pay a termination fee to Healthpeak of $111.0 million and Healthpeak may be obligated to pay a termination fee to Physicians Realty Trust of $365.0 million.

The transaction is subject to receipt of the Physicians Realty Trust shareholder approval and the Healthpeak stockholder approval, the Registration Statement on Form S-4 having been declared effective by the SEC, the shares of Healthpeak common stock to be issued in connection with the merger having been approved for listing on the NYSE, receipt by Healthpeak of the written opinion of Latham & Watkins LLP, to the effect that the merger will qualify as a ?reorganization? within the meaning of Section 368(a) of the Code and others. The respective boards of directors for Healthpeak and Physicians Realty Trust have unanimously approved the transaction. The Healthpeak and Physicians Realty Trust board of directors recommends that their respective stockholders vote for the merger. Healthpeak and Physicians Realty Trust have each scheduled special meetings of its stockholders and shareholders, respectively, to be held on February 21, 2024. On February 21, 2024, the transaction was approved by the stockholders of both the companies. The transaction is expected to close in the first half of 2024. The transaction is expected to be immediately accretive to each company?s shareholders. As of February 8, 2024, each company will hold its respective special meeting of stockholders on February 21, 2024. The transaction is expected to close on March 1, 2024. Additionally, Healthpeak expects to enter into a new $750 million 5-year unsecured term loan. Proceeds from the term loan are expected to fund the repayment of $210 million of Physicians Realty Trust private placement notes and to be used for general corporate purposes. As of February 21, 2024, Physicians Realty shareholders voted on and approved the merger with Healthpeak. The Mergers are expected to close on or about March 1, 2024.

Barclays and Morgan Stanley & Co. LLC are serving as lead financial advisors, J.P. Morgan, Mizuho Securities USA LLC, RBC Capital Markets, and Wells Fargo are serving as additional financial advisors, David Meckler, Hilary Shalla Strong, Joshua Holian, Peter Todaro, Pardis Zomorodi, William Kessler, David Taub, Nineveh Alkhas, David Kuiper, Robert Blamires, Benjamin Stern, Lewis Kneib, Carlos Alvarez and Manu Gayatrinath of Latham & Watkins LLP are acting as legal advisors to Healthpeak. BofA Securities and KeyBanc Capital Markets Inc. are serving as lead financial advisors, BMO Capital Markets Corp. is serving as financial advisor, and Chris Bartoli, Craig Roeder, Kathryn Strong, Sali Wissa, William Morici, Ashley Newsome, Asama Itseumah, Kelly Martin, Aaron Scow, Kendall Bryant, Zlatomira Simeonova, Paulina Timmer, Kate Raynor, Kevin Whittam, Matthew Smith, Kameron Hillstrom, Sinead Kelly, Christopher Guldberg, Elizabeth Ebersole, Jessica Wicha, Brian Burke, Daniel Graulich, Brian Zurawski, Sarah Swain, Dick Lipton, Maher Haddad, Camille Woodbury, Connor Mallon and Sarah Eshera of Baker McKenzie ares acting as legal advisors to Physicians Realty Trust. BofA Securities provided a fairness opinion to Physicians Realty Trust in connection with the proposed transaction. Barclays, BofA Securities, KeyBanc Capital Markets Inc., Morgan Stanley Senior Funding, Inc., J.P. Morgan, Mizuho Bank, Ltd., RBC Capital Markets, and Wells Fargo provided term loan commitments to Healthpeak. Derrick Lott of Shearman & Sterling LLP represented Barclays Capital as financial advisor to Healthpeak Properties, Inc. Barclays Capital Inc. and Latham & Watkins LLP also acted as due diligence providers to Healthpeak. The registrar and transfer agent for Healthpeak common stock is Equiniti Trust Company. Healthpeak has retained Innisfree to assist in its solicitation of proxies and has agreed to pay them a fee of $50,000, plus reasonable expenses, for these services. Physicians Realty Trust has retained D.F. King & Co., Inc. to assist in its solicitation of proxies and has agreed to pay them a fee of $25,000, plus reasonable expenses, for these services. Ballard Spahr LLP acted as legal advisor to Healthpeak. Healthpeak paid Barclays $1 million upon the delivery of Barclays? opinion. Additional compensation of (i) $500,000 will be payable upon delivery by Barclays of each subsequent opinion requested by Healthpeak and (ii) $12.5 million will be payable upon completion of the Mergers against which the amounts paid for the opinion or any subsequent will be credited. Physicians Realty Trust has agreed to pay BofA Securities for its services in connection with the Company Merger an aggregate fee of $18 million, a portion of which was payable in connection with its opinion and a significant portion of which is contingent upon the completion of the transaction.

Healthpeak Properties, Inc. (NYSE:PEAK) completed the acquisition of Physicians Realty Trust (NYSE:DOC) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., State Street Corporation (NYSE:STT) and others on March 1, 2024. The combined company will operate under the name ?Healthpeak Properties, Inc.? and is expected to begin trading under the ticker symbol ?DOC? at the open of trading on The New York Stock Exchange on March 4, 2024. In connection with the completion of the merger, the Healthpeak Board of Directors expanded from 8 to 13 directors with the addition of five new directors that previously served on the board of trustees of Physicians Realty Trust: John Thomas, who will serve as Vice Chair of the Healthpeak Board, as well as Ava Lias-Booker, Pamela Kessler, Governor Tommy Thompson, and Richard Weiss.