The merger of Healthpeak Properties, with a portfolio that includes 15 continuing care retirement communities, and Physicians Realty Trust has been approved by the companies’ respective stockholders and shareholders, the companies announced Wednesday.
The votes occurred at special meetings held virtually.
At the Healthpeak meeting, a proposal to approve the issuance of Healthpeak common stock in connection with the merger transactions passed with 456,736,650 votes for it, 11,923,576 votes against it, and 329,563 abstentions, Healthpeak reported in a filing with the US Securities and Exchange Commission. An amendment to the Healthpeak charter to increase the authorized shares of common stock from a total of 750 million to 1.5 billion shares also was approved, with 454,341,776 votes for it, 14,299,610 votes against it and 348,403 abstentions.
The transaction is expected to close on or around March 1. The combined company will operate under the Healthpeak Properties name, and the common stock is expected to begin trading under the ticker symbol DOC on the New York Stock Exchange effective March 4.
Once the merger is complete, Physicians Realty Trust shareholders will receive 0.674 of a newly issued share of Healthpeak common stock for each Physicians Realty Trust common share they own immediately before the effective time of the merger.
It was October when Healthpeak first publicly announced its plans to merge with Physicians Realty Trust in an all-stock deal that was valued at approximately $21 billion. Feb. 9 on the REIT’s fourth-quarter and full-year 2023 earnings call, Healthpeak President and CEO Scott Brinker said that the deal was expected to close March 1, and Chief Financial Officer Pete Scott said that the REIT had a “high degree of confidence” that the transaction would close.
Healthpeak has slimmed down its senior housing portfolio over the past several years, It now includes 15 CCRCs in Washington, DC (1), and five states: Alabama (1), Florida (9), Michigan (1), Pennsylvania (2) and Texas (1). Life Care Services operates 13 of the CCRCs, and Sunrise Senior Living operates two of them.
Healthpeak’s overall portfolio also includes life sciences properties and medical office buildings.
The REIT previously has said that it could consider selling the CCRC portfolio if terms were favorable. Earlier this month on the earnings call, however, Brinker said that Healthpeak was “not in a rush.”
“We’ve got good assets, mostly in Florida. Obviously, [there is] favorable supply/demand in that market, for seniors,” he said at the time. “We’ve got a really good operating partner in LCS. We’ve got a really strong internal team overseeing it. So we’re not in a rush.”
At the same time, however, Brinker added, the CCRC portfolio “really has no strategic overlap with our medical and lab businesses, which are highly complementary — same process and procedure, etc. So at some point, I think we will recycle.”
